Terms of Service
Last Updated: January 25, 2026
FULLTIME SOLUTIONS INC. - TERMS OF SERVICE
PLEASE READ THESE TERMS OF SERVICE ("TERMS") CAREFULLY BEFORE USING THE SERVICES OFFERED BY FULLTIME SOLUTIONS INC. ("FULLTIME"). BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH FULLTIME, WHICH DIRECTLY INCORPORATE BY REFERENCE THESE TERMS (EACH, AN "ORDER FORM"), YOU ("CUSTOMER") AGREE TO BE BOUND BY THESE TERMS, OUR PRIVACY POLICY, AND ACCEPTABLE USE POLICY (TOGETHER WITH ALL ORDER FORMS, THE "AGREEMENT") TO THE EXCLUSION OF ALL OTHER TERMS. IN ADDITION, ANY ORDER FORM WHICH YOU SUBMIT VIA FULLTIME'S STANDARD ONLINE PROCESS AND WHICH IS ACCEPTED BY FULLTIME SHALL BE DEEMED TO BE MUTUALLY EXECUTED. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY TO THESE TERMS AND THE TERMS OF THE AGREEMENT. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.
2. Term and Termination
These Terms, and the Agreement, shall commence upon the effective date of the first Order Form ("Agreement Effective Date"), and, unless earlier terminated in accordance herewith, shall last until the expiration of all active Order Form Terms.
For each Order Form, unless otherwise specified therein, the "Order Form Term" shall begin as of the effective date set forth on such Order Form, and unless earlier terminated as set forth herein: (i) shall continue for the initial term specified on such Order Form (the "Order Form Initial Term"), and (ii) following the Order Form Initial Term, shall automatically renew for additional successive periods of equal duration to the Order Form Initial Term (each, a "Order Form Renewal Term") unless either party provides written notice to the other party of such party's intention not to renew no later than thirty (30) days prior to the expiration of the Order Form Initial Term or then-current Order Form Renewal Term.
In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by providing written notice to the breaching party, provided that the breaching party does not materially cure such breach within thirty (30) days of receipt of such notice.
Without limiting the foregoing, Fulltime may suspend or limit Customer's access to or use of the Service if: (i) Customer's account is more than ten (10) days past due, (ii) Customer is in breach of Section 4 or (iii) Customer's use of the Service results in (or is reasonably likely to result in) damage to or material degradation of the Service which interferes, or is likely to interfere with, Fulltime's ability to provide access to the Service to other customers, (iv) Customer’s use of the Services violates applicable law; (v) Customer’s account has been compromised, or (vi) continued access poses a security risk to the Services or other customers; provided that in the case of subsection (iii): (a) Fulltime shall use reasonable good faith efforts to work with Customer to resolve or mitigate the damage or degradation in order to resolve the issue without resorting to suspension or limitation; (b) prior to any such suspension or limitation, Fulltime shall use commercially reasonable efforts to provide notice to Customer describing the nature of the damage or degradation; and (c) Fulltime shall reinstate Customer's use of or access to the Service, as applicable, if Customer remediates the issue within thirty (30) days of receipt of such notice.
All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability. For clarity, any services provided by Fulltime to Customer, including any assistance in exporting the Customer Data, shall be billable at Fulltime's standard rates then in effect.
For Customer to terminate the Agreement during an effective Pilot Period, Customer must provide written notice to Fulltime on or before the end of the Pilot Term.
3. Fees and Payment
Customer shall pay Fulltime fees at a rate set forth in each Order Form (each, a "Price Tier") which corresponds with Customer's anticipated usage of the Services ("Fees"). Unless otherwise specified in an Order Form, all Fees shall be invoiced monthly in advance and all invoices issued under this Agreement are payable in Customer location's local currency within thirty (30) days from date of invoice. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Customer shall be responsible for all taxes associated with Service (excluding taxes based on Fulltime's net income). All Fees paid are non-refundable and are not subject to set-off provided that Fulltime shall refund to Customer any Fees actually paid by Customer to Fulltime for the Evaluation Service if Customer terminates this Agreement during the Pilot Period in accordance with Section 2. If Customer exceeds any user or usage limitations set forth on an Order Form (or as may be indicated on the Services or otherwise by Fulltime) on an average calendar month basis determined once per calendar month by Fulltime, then Customer acknowledges and agrees that, for all subsequent Fees, Fulltime shall invoice Customer for such additional usage at the now applicable Price Tier set forth on the Order Form (or if no such Price Tier is set forth on the Order Form, at Fulltime's then-current standard Price Tier for such usage).
4. Restrictions
Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Service; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (iv) use the Service for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof; (vi) use the Service to build an application or product that is competitive with any Fulltime product or service; (vii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or (viii) bypass any measures Fulltime may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service). Customer is responsible for all of Customer's activity in connection with the Service, including but not limited to uploading Customer Data (as defined below) onto the Service.
Customer: (a) shall use the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer's use of the Service (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (b) shall not use the Service in a manner that violates any third party intellectual property, contractual or other proprietary rights.
Fulltime may publish and update reasonable acceptable use policies or usage guidelines from time to time, and Customer agrees to comply with all such policies as made available through the Services or otherwise provided to Customer.
5. Customer Data
(a) Handling of Customer Data. For purposes of this Agreement, "Customer Data" shall mean any data, information or other material provided, uploaded, or submitted by Customer to the Service in the course of Customer using the Service(s), but does not include data collected from End Users of the Services ("End User Data"). Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not Fulltime, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Customer represents and warrants that it has all rights necessary to provide the Customer Data to Fulltime as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third-party rights (including, without limitation, intellectual property rights and rights of privacy). Fulltime shall use commercially reasonable efforts to maintain the security and integrity of the Service and the Customer Data. Fulltime is not responsible to Customer for the unauthorized access to Customer Data or the unauthorized use of the Service(s) unless such access is due to Fulltime's gross negligence or willful misconduct. Customer is solely responsible for the use of the Service by any person to whom Customer has given access to the Service, even if Customer did not authorize such use. To the extent that the Customer Data includes any personal information: (i) Fulltime will process, retain, use, and disclose such personal information only as necessary to provide the Services hereunder and as otherwise permitted under this Agreement, which constitutes a business purpose, (ii) Fulltime agrees not to sell such personal data, to retain, use, or disclose such personal data for any commercial purpose other than the foregoing purposes, or to retain, use, or disclose such personal data outside of the scope of this Agreement. Fulltime understands its obligations under applicable data protection laws and will comply with them. Customer agrees and acknowledges that Customer Data may be irretrievably deleted if Customer's account is sixty (60) days or more delinquent. Notwithstanding anything to the contrary, Customer acknowledges and agrees that Fulltime may: (i) internally use and modify (but not disclose) Customer Data for the purposes of (a) providing the Service to Customer and (a) generating Aggregated De-Identified Data (as defined below), and (ii) freely use, retain and make available Aggregated De-Identified Data for Fulltime's business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Fulltime's products and services). "Aggregated De-Identified Data" means data submitted to, collected by, or generated by Fulltime in connection with Customer's use of the Service, but only in aggregate, de-identified form which can in no way be linked specifically to Customer.
(b) Customer Data Rights Upon Termination. Upon termination or expiration of the Agreement, and provided Customer is not delinquent in payment, Customer may request a commercially reasonable export of Customer Data for a period of thirty (30) days following such termination or expiration. After such period, Fulltime may delete Customer Data in accordance with its standard data retention policies, except to the extent retention is required by law.
6. End User Data
Before any End User engages with Customer in a manner that uses the Services, Customer warrants, and will ensure, that it provides all notices and obtains all consents required under applicable law to enable Fulltime to process End User Data in accordance with Fulltime's Privacy Policy. Customer will not: (i) make representations or other statements with respect to End User Data that are contrary to or otherwise inconsistent with Fulltime's Privacy Policy, or (ii) interfere with any independent efforts by Fulltime to provide End User notice or obtain End User consent.
7. Third Party Integrations; Customer Equipment
Customer acknowledges and agrees that: (i) the Service(s) may operate on, with or using telecommunications hardware or services, Internet connectivity, application programming interfaces (APIs), equipment, infrastructure, servers and/or other services that are operated, maintained or provided by third parties (e.g., other vendors of Customer) ("Third Party Integrations") or by or on behalf of Customer ("Customer Equipment"), (ii) the availability and operation of the Service(s) or certain portions thereof may be dependent on Fulltime's ability to access such Third Party Integrations or Customer Equipment, and (iii) Customer's failure to provide adequate access or any retraction of permissions relating to such Third Party Integrations or Customer Equipment may result in a suspension or interruption of the Service(s). Customer hereby represents and warrants that it has all rights, licenses, permissions and consents necessary to connect, use and access any Third Party Integrations or Customer Equipment that it integrates with the Service(s), and Customer shall indemnify, defend and hold harmless Fulltime for all claims, damages and liabilities arising out of Customer's use of any Third Party Integrations or Customer Equipment in connection with or through the Service(s). Fulltime cannot and does not guarantee that the Service shall incorporate (or continue to incorporate) any particular Third Party Integrations or Customer Equipment and does not make any representations or warranties with respect to Third Party Integrations or Customer Equipment. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Integrations (including any Customer Data or other information relating thereto), maintaining Customer Equipment in good working order and for complying with any applicable terms or conditions thereof. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party's terms and conditions.
8. Indemnification
Each party (each an "Indemnitor") shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates' employees, contractors, directors, suppliers and representatives (collectively, the "Indemnitee") from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys' fees) ("Losses"), that arise from or relate to any claim that: (i) the Customer Data or Customer's use of the Service (in the case of Customer as Indemnitor), or (ii) the Service(s) (in the case of Fulltime as Indemnitor), infringes, violates, or misappropriates any third party intellectual property or proprietary right.
Each Indemnitor's indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (i) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (ii) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (iii) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor's expense). The foregoing obligations of Fulltime do not apply with respect to the Service(s) or any information, technology, materials, or data (or any portions or components of the foregoing) to the extent (a) not created or provided by Fulltime (including without limitation any Customer Data), (b) made in whole or in part in accordance to Customer specifications, (c) modified after delivery by Fulltime, (d) combined with other products, processes or materials not provided by Fulltime (where the alleged Losses arise from or relate to such combination), (e) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (f) Customer's use of the Service is not strictly in accordance with the Terms and/or Agreement herewith. Notwithstanding anything to the contrary herein, Fulltime shall have no obligation under this Section 8 with respect to any Evaluation Services.
9. Disclaimer of Warranty
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE(S) IS PROVIDED "AS IS" AND "AS AVAILABLE" AND ARE PROVIDED ENTIRELY WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, FULLTIME HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES OR COVENANTS REGARDING THE ACCURACY, QUALITY OR TRUTHFULNESS OF THE SERVICES.
10. Limitation of Liability
EXCEPT FOR THE PARTIES' INDEMNIFICATION OBLIGATIONS AND FOR CUSTOMER'S BREACH OF SECTION 4, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (i) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (ii) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (iii) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO FULLTIME HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.
11. Confidentiality
Each party (“Receiving Party”) agrees that it will not disclose to any third party, and will protect using at least commercially reasonable care, any non-public, proprietary or confidential information of the other party (“Disclosing Party”) that is disclosed in connection with this Agreement and is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). Confidential Information includes, without limitation, pricing, security information, product plans, technical information, and business information, but excludes information that the Receiving Party can demonstrate: (a) is or becomes publicly available through no breach of this Agreement, (b) was lawfully known to the Receiving Party prior to disclosure, (c) is independently developed without use of the Confidential Information, or (d) is rightfully received from a third party without breach of any confidentiality obligation.
The Receiving Party may disclose Confidential Information to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information may also be disclosed to the extent required by law or court order, provided the Receiving Party gives prompt notice and cooperates with reasonable efforts to limit the disclosure.
Upon termination or expiration of this Agreement, each party shall, upon request, return or destroy the other party’s Confidential Information, except that one archival copy may be retained for legal or compliance purposes.
The obligations in this Section shall survive for three (3) years following termination or expiration of the Agreement, and with respect to trade secrets, for so long as such information remains a trade secret under applicable law.
12. Support And Availability.
Except as expressly set forth in an applicable Order Form, Fulltime does not guarantee any minimum level of availability, uptime, response time, or support for the Services. Any support services provided by Fulltime are offered on a commercially reasonable efforts basis only. No service level agreements or credits apply unless expressly agreed to in writing in an Order Form.
13. Miscellaneous
(a) Entire Agreement. This Agreement (including all Order Forms) represents the entire agreement between Customer and Fulltime with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Fulltime with respect thereto. In the event of any conflict between these Terms and an Order Form, the Order Form shall control.
(b) Choice of Law; Waiver of Class Action. The Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction and venue in the courts located in the judicial district of Montreal, Quebec. To the fullest extent permitted by law, the parties agree that any dispute, claim, or controversy arising out of or relating to these Terms, any Order Form, or the Agreement, including its formation, performance, breach, enforcement, interpretation, or validity, shall be resolved on an individual basis. Customer expressly waives any right to commence, participate in, or be part of any class or representative action, whether as a plaintiff, class member, or otherwise. Any relief awarded shall be limited to the individual claimant and shall not affect or benefit other persons.
(c) Marketing. Fulltime will be permitted to refer to the parties' relationship hereunder for sales and marketing purposes. Fulltime will obtain Customer's written consent to include anything about the relationship with Customer in any press releases. Fulltime may identify Customer as a client (and use Customer's logos in connection with the same) on Fulltime's website while this Agreement is in effect. Any other use of Customer's logos and marks shall be subject to Customer's prior written approval.
(d) Notices. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices must be sent to the contacts for each party set forth on the Order Form. Either party may update its address set forth above by giving notice in accordance with this section.
(e) Updates to Terms. Fulltime may, at any time, update these Terms by posting a new version, or through the Services. Continued use of the Services after such revised Terms are posted or provided through the Services shall constitute acceptance of the revised Terms by Customer. Except as otherwise provided herein, any provision of this Agreement may be amended or waived only by a writing executed by both parties; provided that if Customer is a user of Evaluation Services, then Fulltime may amend or modify this Agreement with respect to such Evaluation Services by: (i) posting a new version of this Agreement on the Services, and (ii) providing notice to Customer via email or other reasonable means. For clarity, any such updates shall not materially diminish Customer’s rights or increase Customer’s obligations under an active Order Form without Customer’s written consent.
(f) Force Majeure. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party's reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.
(g) Assignment. Neither party may assign any of its rights or obligations hereunder without the other party's consent; provided that: (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party's business relating to this Agreement, and (ii) Fulltime may utilize subcontractors in the performance of its obligations hereunder.
(h) No Joint Venture or Employment. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.
(i) Attorney Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys' fees.
(j) Severability. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.
(k) Waiver. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party's rights with respect to such breach or any subsequent breaches.
(l) Regulatory. Customer acknowledges that the Services are not designed to comply with industry-specific regulations unless expressly stated in an applicable Order Form. Customer is solely responsible for determining whether the Services meet its regulatory, legal, or compliance obligations.
(m) Conflict of Terms. In the event of a conflict between multiple Order Forms, the most recently executed Order Form shall control solely with respect to the subject matter of such conflict.
