This Master Service Agreement (“Agreement” or “MSA”) constitutes a legally binding contract between you (“Customer,” “you,” or “your”) and 1001558036 Ontario Inc., operating as Hibiscus HR(“Company,” “we,” “us,” or “our”), a corporation incorporated under the laws of the Province of Ontario, Canada.

By creating an account, typing your name in the electronic signature field during the signup process, clicking “Complete Signup,” or otherwise accessing or using the Hibiscus HR platform and related services (collectively, the “Service”), you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you are accepting this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement.

Important: This Agreement includes a limitation of liability (Section 10), a class action waiver (Section 14.5), and a binding arbitration clause (Section 14.4). Please read these sections carefully.

1. Definitions

“Service” means the Hibiscus HR cloud-based human resources management platform, including all software, APIs, documentation, updates, and related services made available through app.hibiscushr.ca or any successor domain.

“Customer Data” means all data, information, and content that the Customer or its Authorized Users upload, enter, or transmit to the Service, including but not limited to employee records, payroll data, personal information, banking details, and documents.

“Authorized Users” means individuals authorized by the Customer to access the Service under the Customer’s account, including administrators, managers, and employees.

“Subscription Term” means the period during which the Customer has an active subscription to the Service, including any free trial period.

“Active Employee” means any employee record in the Customer’s account with a status of “Active” or “On Leave” on the billing date.

“Confidential Information” means any information disclosed by either party to the other that is designated as confidential or that, given the nature of the information or circumstances of disclosure, should reasonably be understood to be confidential. Confidential Information includes, without limitation, business plans, pricing, technical data, customer lists, and the terms of this Agreement. Confidential Information does not include information that is: (a) publicly known through no fault of the receiving party; (b) rightfully received from a third party without restriction; (c) independently developed without reference to the disclosing party’s Confidential Information; or (d) required to be disclosed by law, provided that the receiving party gives prompt notice to the disclosing party.

2. Licence Grant and Restrictions

2.1 Limited Licence

Subject to your compliance with this Agreement and payment of all applicable fees, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service during the Subscription Term solely for your internal business purposes related to managing your workforce and human resources operations. This licence does not constitute a sale of the Service or any portion thereof. No intellectual property rights are transferred to you under this Agreement.

2.2 Licence Revocation

The Company may revoke the licence granted in Section 2.1 immediately and without prior notice if you: (a) breach any material term of this Agreement; (b) fail to pay any fees when due after the expiry of any applicable grace period; (c) engage in any Prohibited Use as described in Section 7; (d) use the Service in a manner that poses a security risk to the Company, other customers, or the integrity of the Service; (e) become subject to insolvency proceedings; or (f) are required by applicable law or court order. Revocation of the licence does not relieve you of any payment obligations accrued prior to revocation.

2.3 Restrictions

You shall not, and shall not permit any third party to: (a) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying ideas of the Service; (b) modify, translate, adapt, or create derivative works based upon the Service; (c) sublicence, lease, rent, sell, distribute, or otherwise transfer access to the Service to any third party; (d) use the Service to build a competing product or service, or to benchmark the Service for competitive purposes; (e) remove, alter, or obscure any proprietary notices, labels, or marks on the Service; (f) access the Service for the purpose of monitoring its availability, performance, or functionality for competitive purposes; or (g) use any automated means (including bots, scrapers, or crawlers) to access the Service except through published APIs.

3. Account Registration and Security

3.1 Account Creation

To access the Service, you must create an account by providing accurate, current, and complete information. You agree to update your account information promptly if it changes. Providing false or misleading information is grounds for immediate termination of your account.

3.2 Account Security

You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You must immediately notify us at support@hibiscushr.ca if you become aware of any unauthorized use of your account or any other breach of security. We are not liable for any loss or damage arising from your failure to protect your account credentials.

3.3 Authorized Users

You may grant access to Authorized Users within your organization. You are responsible for ensuring that all Authorized Users comply with this Agreement. Any action taken by an Authorized User under your account is deemed to be taken by you. You are liable for any violations of this Agreement by your Authorized Users.

4. Service Description and Scope

4.1 Platform Features

The Service provides cloud-based tools for human resources management, including but not limited to: employee record management, payroll calculation and reporting, leave management, time and attendance tracking, onboarding and offboarding workflows, compliance tracking, performance management, benefits administration, and HR reporting.

4.2 Not Professional Advice

THE SERVICE IS A SOFTWARE TOOL AND DOES NOT CONSTITUTE LEGAL, TAX, ACCOUNTING, OR PROFESSIONAL HUMAN RESOURCES ADVICE. While the Service incorporates Canadian employment standards and tax calculations, it is your sole responsibility to verify all calculations, ensure compliance with all applicable federal, provincial, and municipal laws, and consult qualified professionals for legal, tax, or HR advice. The Company expressly disclaims any liability for compliance failures, incorrect tax filings, missed deadlines, penalties, interest, or regulatory violations resulting from your use of or reliance on the Service without independent professional verification.

4.3 Payroll Calculations

The Service calculates payroll deductions (including CPP, CPP2, EI, federal income tax, and provincial income tax) based on formulas published by the Canada Revenue Agency (“CRA”). These calculations are provided as a convenience and are not guaranteed to be error-free. You are responsible for reviewing all payroll calculations before processing and for filing all required returns (T4, ROE, and remittances) with the CRA, Service Canada, and applicable provincial authorities. The Company is not your payroll service provider, accountant, or tax advisor. You acknowledge that payroll regulations change and that there may be a delay between when a regulation changes and when the Service is updated to reflect that change.

4.4 Third-Party Services

The Service relies on third-party infrastructure and service providers, including but not limited to Microsoft Azure (cloud hosting and data storage), Helcim (payment processing), and Resend (transactional email delivery). The Company is not responsible for any outage, failure, data loss, delay, or degradation of the Service caused by the failure or unavailability of any third-party service provider. The Company shall not be liable for any acts, omissions, or service levels of third-party providers, even if those providers are contracted by the Company.

4.5 Service Modifications

We reserve the right to modify, update, or discontinue any feature of the Service at any time. For material changes that reduce the functionality available under your current plan, we will provide at least thirty (30) days’ advance written notice via email or in-app notification. Your continued use of the Service after such notice constitutes acceptance of the modification.

5. Subscription, Billing, and Payment

5.1 Pricing

The Service is offered on a per-employee, per-month subscription basis. Current pricing is published at hibiscushr.ca/pricing. All prices are in Canadian dollars (CAD) and are exclusive of applicable taxes (HST/GST/PST).

5.2 Billing Cycle

Subscriptions are billed monthly. On the first business day of each month, we calculate the number of Active Employees in your account and generate an invoice based on your plan’s per-employee rate multiplied by that count, plus applicable taxes.

5.3 Free Trial

New accounts receive a thirty (30) day free trial beginning on the date of account creation. A valid payment method is required at signup. If you do not cancel before the trial period ends, your subscription will automatically convert to a paid subscription and billing will commence. No charges are incurred during the trial period.

5.4 Payment Method and Authorization

By providing a payment method, you authorize us to charge that payment method for all fees due under your subscription, including monthly subscription fees, applicable taxes, and any other charges described in this Agreement. If a payment fails, we will notify you and provide a grace period of seven (7) business days to update your payment information. If payment is not received within the grace period, we may suspend or terminate your access to the Service pursuant to Section 13.

5.5 Price Changes

We may adjust pricing with at least sixty (60) days’ prior written notice. Price changes take effect at the beginning of the next billing cycle following the notice period. If you do not agree with a price change, you may cancel your subscription before the change takes effect.

5.6 Taxes

All fees are exclusive of applicable taxes. You are responsible for all sales taxes, harmonized sales tax (HST), goods and services tax (GST), provincial sales tax (PST), Quebec sales tax (QST), and any other taxes or duties imposed by governmental authorities in connection with your use of the Service. The Company will collect and remit applicable taxes on your behalf where required by law.

5.7 No Refunds

Except as expressly provided in Section 12.1 (Limited Warranty), all fees are non-refundable. No refunds or credits are issued for partial months, unused portions of a subscription period, downgrades, or any period during which your account was suspended. If you cancel during the free trial period, no charges will be applied.

6. Customer Data and Privacy

6.1 Data Ownership

You retain all right, title, and interest in and to your Customer Data. We do not claim any ownership rights in your Customer Data. We process your Customer Data solely as a data processor acting under your direction and in accordance with this Agreement and our Privacy Policy.

6.2 Data Processing

We process Customer Data only to provide, maintain, and improve the Service, and as otherwise directed by you. We will not sell, rent, share, or otherwise disclose Customer Data to any third party except: (a) as required to provide the Service through our infrastructure providers; (b) as directed by you; (c) as required by applicable law, regulation, or court order; or (d) in aggregated, anonymized form as described in Section 8.3.

6.3 Canadian Data Residency

All Customer Data is stored in data centres located in Canada (Microsoft Azure Canada Central). We do not transfer Customer Data outside of Canada except: (a) with your prior written consent; (b) as required by applicable law; or (c) where transactional email delivery requires routing through our email provider (Resend), which processes only recipient names and email addresses — no employee SINs, banking data, salary, or health information is transmitted through this service.

6.4 PIPEDA Compliance

We comply with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation. Our data handling practices are described in our Privacy Policy, which forms part of this Agreement.

6.5 Data Security

We implement industry-standard technical and organizational security measures to protect Customer Data, including: encryption of data in transit (TLS 1.2+) and at rest (AES-256-GCM), role-based access controls, automated backups, and incident response procedures. A description of our security practices is available at hibiscushr.ca/security. However, no method of transmission over the Internet or method of electronic storage is 100% secure, and we cannot guarantee absolute security.

6.6 Data Breach Notification

In the event of a security breach involving Customer Data, we will notify you without unreasonable delay and in any event within seventy-two (72) hours of becoming aware of the breach. We will provide information about the nature of the breach, the data affected, and the steps we are taking to address it, in accordance with PIPEDA and applicable provincial privacy legislation.

6.7 Data Export and Deletion

You may export your Customer Data at any time using the export functionality within the Service. Upon termination of your subscription, we will retain your Customer Data for ninety (90) days, during which time you may request a full export. After the 90-day retention period, all Customer Data will be permanently and irreversibly deleted from our systems, including all backups, within thirty (30) days. It is your responsibility to export your data before the end of the retention period.

6.8 Sensitive Employee Data

You acknowledge that certain Customer Data may include sensitive personal information such as Social Insurance Numbers (SINs), banking information, and health-related data. You are solely responsible for: (a) obtaining appropriate consent from your employees for the collection and processing of their personal information through the Service, in compliance with PIPEDA and applicable provincial privacy legislation; (b) ensuring that you have a lawful basis for collecting and processing such information; and (c) responding to any access requests from your employees regarding their personal information. The Company acts as a data processor on your behalf and shall not be held liable for your failure to comply with your obligations as a data controller.

6.9 Right to Audit

The Company does not provide customers with the right to audit the Company’s systems, facilities, or source code. Upon reasonable request and subject to appropriate confidentiality obligations, the Company will provide a summary of its security practices and certifications. The Company may, at its sole discretion, provide third-party audit reports or certifications as they become available.

7. Acceptable Use

7.1 Permitted Use

You may use the Service solely for lawful internal business purposes related to the management of your workforce and human resources operations.

7.2 Prohibited Use

You agree not to: (a) use the Service for any illegal purpose or in violation of any applicable law; (b) upload or transmit any content that is unlawful, harmful, threatening, abusive, defamatory, or otherwise objectionable; (c) attempt to gain unauthorized access to the Service, other accounts, or any systems or networks connected to the Service; (d) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or data models of the Service; (e) sublicence, resell, time-share, or distribute access to the Service to any third party; (f) use the Service to develop, train, or improve a competing product or service, whether directly or indirectly; (g) remove or alter any proprietary notices, trademarks, or branding; (h) interfere with the operation of the Service or impose an unreasonable or disproportionate load on our infrastructure; (i) access the Service through automated means (bots, scrapers, crawlers) except through published APIs; or (j) use the Service to store or transmit any malicious code, viruses, or harmful content.

7.3 Data Accuracy

You are solely responsible for the accuracy, quality, integrity, and legality of the Customer Data you enter into the Service. We are not responsible for errors in payroll calculations, tax filings, compliance reports, government submissions, or any other output resulting from inaccurate, incomplete, or untimely data entry by you or your Authorized Users.

8. Intellectual Property

8.1 Company Intellectual Property

The Service, including all software, source code, object code, algorithms, data models, architectures, designs, documentation, user interfaces, trademarks, trade names, logos, and other intellectual property, is and remains the exclusive property of the Company and its licensors. This Agreement does not grant you any ownership interest in the Service, and all rights not expressly granted are reserved by the Company. “Hibiscus HR,” the Hibiscus HR logo, and all related names and marks are trademarks of the Company.

8.2 Feedback

If you provide us with feedback, suggestions, enhancement requests, recommendations, or ideas regarding the Service (“Feedback”), you hereby assign to the Company all right, title, and interest in such Feedback and grant the Company a perpetual, irrevocable, worldwide, royalty-free licence to use, modify, incorporate, and commercialize such Feedback without any obligation, attribution, or compensation to you.

8.3 Aggregated Data

The Company may collect and use aggregated, anonymized, and de-identified data derived from your use of the Service for purposes of improving the Service, generating benchmarks, developing new features, and conducting research. Such data will not identify you, your company, or any individual employee. You acknowledge and agree that the Company owns all right, title, and interest in such aggregated data.

8.4 Injunctive Relief

You acknowledge that any breach of Sections 2.3 (Restrictions), 7.2 (Prohibited Use), or 8.1 (Company IP) would cause irreparable harm to the Company for which monetary damages would be an inadequate remedy. Accordingly, the Company shall be entitled to seek injunctive or other equitable relief from any court of competent jurisdiction without the necessity of proving actual damages or posting any bond or other security.

9. Confidentiality

9.1 Obligations

Each party agrees to: (a) hold the other party’s Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to employees, contractors, and advisors who need to know and who are bound by confidentiality obligations at least as protective as this Section; and (c) use Confidential Information only for the purposes of exercising rights or performing obligations under this Agreement.

9.2 Compelled Disclosure

If either party is compelled by law, regulation, or court order to disclose the other party’s Confidential Information, the disclosing party shall, to the extent legally permitted, promptly notify the other party and cooperate with reasonable efforts to limit the scope of the disclosure.

9.3 Duration

The obligations of confidentiality under this Section shall survive the termination of this Agreement and remain in effect for a period of three (3) years following the date of disclosure, except for trade secrets, which shall remain confidential indefinitely.

10. Limitation of Liability

10.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITIES, ANTICIPATED SAVINGS, OR OTHER INTANGIBLE LOSSES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR USE OF OR INABILITY TO USE THE SERVICE; (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA; (C) ANY THIRD-PARTY CONDUCT ON THE SERVICE; (D) ERRORS IN PAYROLL CALCULATIONS, TAX FILINGS, GOVERNMENT SUBMISSIONS, OR COMPLIANCE REPORTS; (E) ANY FAILURE OR OUTAGE OF THIRD-PARTY SERVICE PROVIDERS; (F) ANY REGULATORY PENALTIES, FINES, OR INTEREST ASSESSED AGAINST YOU; OR (G) ANY OTHER MATTER RELATING TO THE SERVICE.

10.2 Aggregate Liability Cap

THE COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), SHALL NOT EXCEED THE LESSER OF: (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO THE COMPANY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND CANADIAN DOLLARS (CAD $1,000). IF NO FEES HAVE BEEN PAID (E.G., DURING A FREE TRIAL), THE COMPANY’S TOTAL LIABILITY SHALL NOT EXCEED ONE HUNDRED CANADIAN DOLLARS (CAD $100).

10.3 Basis of the Bargain

You acknowledge and agree that the fees charged for the Service reflect the allocation of risk set forth in this Agreement, including the limitations of liability and disclaimers of warranties, and that the Company would not enter into this Agreement without these limitations. The limitations in this Section shall apply regardless of the failure of any exclusive remedy.

10.4 Exceptions

The limitations in Sections 10.1 and 10.2 shall not apply to: (a) your payment obligations under Section 5; (b) your indemnification obligations under Section 11; (c) liability arising from a party’s gross negligence or willful misconduct; or (d) the Company’s obligations under Section 6.6 (Data Breach Notification).

11. Indemnification

11.1 Customer Indemnification

You agree to indemnify, defend, and hold harmless the Company, its directors, officers, employees, agents, and affiliates from and against any and all claims, actions, suits, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable legal fees and disbursements) arising out of or relating to: (a) your breach of this Agreement; (b) your violation of any applicable law or regulation; (c) your use of the Service; (d) Customer Data you provide to the Service, including any claim that Customer Data infringes or misappropriates a third party’s rights; (e) your failure to obtain necessary consents for the processing of personal information through the Service; (f) any regulatory penalty, fine, assessment, or audit arising from your payroll, tax, or employment practices; or (g) any claim by an Authorized User or employee arising from their use of the Service.

11.2 Company Indemnification

We will indemnify and defend you against any third-party claim that the Service, as provided by the Company and used in accordance with this Agreement, infringes a valid Canadian intellectual property right, provided you promptly notify us of the claim, give us sole control of the defence, and cooperate with the defence. This obligation does not apply to claims arising from: (a) modifications you made to the Service; (b) combination of the Service with third-party products not provided by the Company; (c) your use of the Service in violation of this Agreement; or (d) use of a version of the Service other than the most current version made available by the Company.

12. Warranties and Disclaimers

12.1 Limited Warranty

The Company warrants that the Service will perform materially in accordance with its published documentation during the Subscription Term. Your exclusive remedy for breach of this warranty is, at the Company’s sole option: (a) correction of the non-conforming Service to bring it into material conformity with the documentation; or (b) termination of your subscription and a pro-rata refund of prepaid fees for the unused portion of the Subscription Term. This is your sole and exclusive remedy for any breach of this warranty.

12.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 12.1, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OF TRADE, OR COURSE OF PERFORMANCE. THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. THE COMPANY DOES NOT WARRANT THE ACCURACY OF ANY PAYROLL CALCULATION, TAX COMPUTATION, COMPLIANCE CHECK, OR REGULATORY DETERMINATION PRODUCED BY THE SERVICE.

13. Suspension, Termination, and Effect

13.1 Suspension by Company

The Company may suspend your access to the Service, in whole or in part, immediately and without prior notice if: (a) your payment is past due beyond the grace period described in Section 5.4; (b) your use of the Service poses a security risk to the Company, other customers, or the integrity of the Service; (c) the Company reasonably believes you are in violation of Section 7 (Acceptable Use); or (d) suspension is required by applicable law or court order. The Company will use reasonable efforts to provide notice of the suspension and to limit the scope and duration of the suspension to the extent practical. Suspension does not relieve you of your payment obligations.

13.2 Cancellation by Customer

You may cancel your subscription at any time from your account settings or by contacting support at support@hibiscushr.ca. Cancellation takes effect at the end of the current billing period. You will retain access to the Service until the end of that period. No refunds are issued for the remaining portion of a billing period.

13.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure the breach within thirty (30) days of receiving written notice specifying the nature of the breach; (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership, or liquidation proceedings under the Bankruptcy and Insolvency Act (Canada) or any applicable provincial legislation; or (c) ceases to operate in the ordinary course of business.

13.4 Termination by Company

The Company may terminate your account immediately, without prior notice, if: (a) you violate Section 7 (Acceptable Use) or Section 2.3 (Restrictions); (b) the Company is required to do so by law or court order; or (c) your account has been inactive for more than twelve (12) consecutive months and has no Active Employees.

13.5 Effect of Termination

Upon termination or expiration of this Agreement: (a) your licence to access the Service immediately ceases; (b) you must cease all use of the Service; (c) we will retain your Customer Data for ninety (90) days per Section 6.7; (d) all outstanding fees become immediately due and payable; and (e) the following Sections survive termination: 1 (Definitions), 6 (Data), 8 (IP), 9 (Confidentiality), 10 (Liability), 11 (Indemnification), 12 (Warranties), 14 (General), and 15 (Governing Law).

14. General Provisions

14.1 Entire Agreement

This Agreement, together with the Privacy Policy and any order forms, addenda, or statements of work executed by the parties, constitute the entire agreement between you and the Company regarding the Service and supersede all prior agreements, representations, warranties, and understandings, whether written or oral.

14.2 Amendments

The Company may update this Agreement from time to time. Material changes will be communicated via email at least thirty (30) days before they take effect. Your continued use of the Service after the effective date of any change constitutes your acceptance of the updated Agreement. If you do not agree with the changes, you must cancel your subscription before the changes take effect. Non-material changes (e.g., formatting, clarifications, or corrections) may be made without prior notice.

14.3 Assignment

You may not assign, transfer, delegate, or sublicence any of your rights or obligations under this Agreement without the Company’s prior written consent. Any attempted assignment without consent is void. The Company may freely assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by the terms of this Agreement.

14.4 Binding Arbitration

Any dispute, controversy, or claim arising out of or relating to this Agreement or the Service that cannot be resolved through the informal dispute resolution process described in Section 15.3 shall be finally resolved by binding arbitration administered by the ADR Institute of Ontario under its Arbitration Rules. The arbitration shall be conducted by a single arbitrator in the City of Toronto, Ontario, in the English language. The decision of the arbitrator shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The costs of the arbitration shall be borne as determined by the arbitrator. This Section does not prevent either party from seeking injunctive or other equitable relief from a court of competent jurisdiction.

14.5 Class Action Waiver

YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THE ARBITRATION CLAUSE IN SECTION 14.4 SHALL BE NULL AND VOID, AND THE DISPUTE SHALL BE RESOLVED BY THE COURTS SPECIFIED IN SECTION 15.2.

14.6 Severability

If any provision of this Agreement is held to be unenforceable, invalid, or illegal by a court or arbitrator of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable while preserving the parties’ original intent. If modification is not possible, the provision shall be severed, and the remaining provisions shall continue in full force and effect.

14.7 Waiver

No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof. A waiver of any breach or default shall not constitute a waiver of any subsequent or different breach or default. No single or partial exercise of any right shall preclude any other or further exercise of that right or any other right.

14.8 Force Majeure

Neither party shall be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, embargoes, government actions, sanctions, power failures, internet outages, telecommunications failures, cyberattacks, failures of third-party service providers, labour disputes, or shortages of materials. The affected party shall use reasonable efforts to mitigate the impact and resume performance.

14.9 Non-Solicitation

During the Subscription Term and for a period of twelve (12) months following termination, neither party shall directly solicit for employment or engagement any employee or contractor of the other party who was involved in the performance of obligations under this Agreement. This restriction does not apply to general job postings or unsolicited employment inquiries.

14.10 Notices

All notices under this Agreement must be in writing and delivered by email. Notices to the Company should be sent to support@hibiscushr.ca. Notices to you will be sent to the email address associated with your account. Notice is deemed given upon transmission for email, provided no delivery failure notification is received.

14.11 Third-Party Beneficiaries

This Agreement does not create any third-party beneficiary rights. Your employees, Authorized Users, and any other third parties are not third-party beneficiaries of this Agreement and have no right to enforce any provision hereof.

14.12 Electronic Agreement

You consent to the use of electronic records and electronic signatures in connection with this Agreement, in accordance with the Electronic Commerce Act, 2000 (Ontario). You acknowledge that by typing your name in the electronic signature field during the signup process, you are executing this Agreement with the same legal force and effect as a handwritten signature.

14.13 Interpretation

In this Agreement: (a) headings are for convenience only and shall not affect interpretation; (b) “including” means “including without limitation”; (c) references to “days” mean calendar days unless otherwise specified; (d) the singular includes the plural and vice versa; (e) the words “herein,” “hereunder,” and “hereof” refer to this Agreement as a whole; and (f) this Agreement shall not be construed against the drafting party (waiver of contra proferentem).

14.14 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

15. Governing Law and Dispute Resolution

15.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

15.2 Jurisdiction

Subject to the arbitration provision in Section 14.4, the parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario, sitting in Toronto, for the resolution of any dispute arising out of or in connection with this Agreement that is not subject to arbitration.

15.3 Informal Resolution

Before initiating any formal proceeding or arbitration, the parties agree to first attempt to resolve the dispute through good-faith negotiation for a period of thirty (30) days following written notice of the dispute. The notice must describe the nature of the dispute and the relief sought.

16. Service Levels and Support

16.1 Availability

The Company will use commercially reasonable efforts to maintain Service availability, excluding scheduled maintenance windows, force majeure events, and factors outside the Company’s reasonable control. The Company does not guarantee any specific level of uptime and shall not be liable for any Service downtime or interruption.

16.2 Scheduled Maintenance

The Company will provide at least twenty-four (24) hours’ advance notice of scheduled maintenance that may result in Service downtime. Wherever possible, maintenance will be scheduled during off-peak hours (weekends or between 11:00 PM and 6:00 AM Eastern Time).

16.3 Support

The Company provides email-based support during regular business hours (Monday to Friday, 9:00 AM to 5:00 PM Eastern Time, excluding Ontario statutory holidays). The Company does not guarantee response times or resolution of any specific issue within any specific timeframe. Support is provided on a commercially reasonable efforts basis.

17. Contact Information

1001558036 Ontario Inc.
Operating as Hibiscus HR
Email: support@hibiscushr.ca
Website: hibiscushr.ca