TERMS OF SERVICE
Version 1.0 | Effective Date: [INSERT DATE] | Last Updated: [INSERT DATE]
1. Agreement and Acceptance
These Terms of Service (\"Terms\") constitute a legally binding agreement between you (\"User\", \"Client\", or \"you\") and [LEGAL ENTITY NAME] operating as AskHill.fyi (\"AskHill.fyi\", \"we\", \"us\", or \"our\"), a company incorporated under the laws of [Ontario/Canada] with its principal place of business in Toronto, Ontario, Canada.
These Terms govern your access to and use of:
The AskHill.fyi website at askhill.fyi and all subdomainsThe free recruitment tools available on the PlatformPaid subscription tiers (Solo and Team plans)Custom AI consulting engagements including the CBA Intelligence Platform, Employee Relations Chatbot, and Hiring Process Audit and RedesignAll content, features, functionality, and services offered through any of the aboveBy accessing any part of the Platform, creating an account, subscribing to a paid plan, or engaging AskHill.fyi for consulting services, you:
Confirm you have read and understood these Terms in their entiretyAgree to be bound by these Terms and our Privacy Policy (incorporated herein by reference)Represent that you have the legal capacity to enter into a binding agreement under Ontario lawIf acting on behalf of an organization, represent that you have the authority to bind that organization to these TermsIf you do not agree to these Terms, you must immediately cease all use of the Platform and Services.
2. Definitions
The following terms have the meanings set out below when used in these Terms:
3. Eligibility and Accounts
3.1 Eligibility
You must be at least 18 years of age to use the Platform. By using the Platform, you represent and warrant that you meet this requirement. The Platform is intended for professional use by individuals with HR, talent acquisition, labour relations, or organizational management responsibilities. It is not intended for personal, household, or consumer use.
3.2 Account Registration
Certain Platform features require account registration. When registering, you must:
Provide accurate, current, and complete informationMaintain and promptly update your account information to keep it accurate and currentKeep your password confidential and not share it with any third partyNotify us immediately at support@askhill.fyi if you suspect unauthorized access to your accountAccept responsibility for all activity that occurs under your account credentialsYou may not create accounts using false identities, impersonate another person or organization, or create multiple accounts to circumvent restrictions or suspensions.
3.3 Organization Accounts
If you register on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, that the organization is a validly existing legal entity, and that your use of the Platform will comply with all applicable laws. The organization is responsible for all acts and omissions of its authorized users.
4. The Free Tools
4.1 Access and Availability
AskHill.fyi makes certain recruitment tools available free of charge, without account registration, as listed at askhill.fyi/tools. Access to AI-powered Free Tools requires a free account. Logic-based Free Tools are accessible without registration.
We provide the Free Tools as a service to the Canadian HR community and as a demonstration of our capabilities. We reserve the right, at our sole discretion and without prior notice, to:
Modify, suspend, or discontinue any Free Tool or all Free ToolsIntroduce account requirements or usage limits for previously unrestricted toolsChange the classification of tools between free and paid tiersRemove or replace Free Tools with updated versionsAskHill.fyi shall have no liability to you for any modification, suspension, or discontinuation of the Free Tools.
4.2 No Warranty on Free Tool Outputs
FREE TOOLS ARE PROVIDED STRICTLY \"AS IS\" AND \"AS AVAILABLE\" WITHOUT WARRANTY OF ANY KIND. AI OUTPUTS FROM FREE TOOLS ARE GENERATED FOR INFORMATIONAL PURPOSES ONLY. THEY DO NOT CONSTITUTE LEGAL ADVICE, EMPLOYMENT ADVICE, HR ADVICE, OR PROFESSIONAL ADVICE OF ANY KIND. YOU ASSUME ALL RISK ASSOCIATED WITH YOUR USE OF FREE TOOL OUTPUTS. SEE SECTION 12 FOR FULL DISCLAIMER TERMS.
5. Paid Subscriptions
5.1 Subscription Terms
Paid subscriptions (Solo and Team plans) are available on a monthly or annual basis. Your Subscription begins on the date of your first successful payment and renews automatically at the end of each billing period unless cancelled. Pricing is available at askhill.fyi/pricing and may be updated from time to time with reasonable advance notice to existing subscribers.
5.2 Billing and Auto-Renewal
By providing payment information and initiating a Subscription, you authorize AskHill.fyi to charge your payment method on a recurring basis for the applicable Subscription fee plus applicable taxes (including HST) until you cancel. Charges occur at the beginning of each billing period.
If a payment fails, we will attempt to process it again and notify you by email. Continued failure to process payment within 7 days of the due date may result in suspension or termination of your Subscription. You are responsible for maintaining valid payment information in your account.
5.3 Cancellation
You may cancel your Subscription at any time through your account settings or by contacting support@askhill.fyi. Cancellation takes effect at the end of your current billing period. You retain access to paid features through the end of the period for which you have paid. We do not provide pro-rated refunds for partial billing periods, except as required by applicable consumer protection law.
5.4 Refund Policy
We do not offer refunds for Subscription fees paid, except:
Where required by the Ontario Consumer Protection Act or other applicable consumer protection legislationAt our sole discretion in cases involving documented material platform failures that prevented access for more than 72 consecutive hours during a billing periodWithin 7 days of initial Subscription, for first-time subscribers who have not materially used the platform, upon written request to support@askhill.fyi5.5 Data on Subscription Termination
Upon cancellation or termination of your Subscription, your account will revert to a free tier or be deactivated as applicable. Saved outputs and history associated with your account will be retained for 90 days following termination, during which you may export your data. After 90 days, saved data will be deleted. We are not responsible for any loss of data following the expiry of this 90-day period.
6. Consulting Engagements
6.1 Governing Documents
Consulting Engagements are subject to a separate Statement of Work executed between AskHill.fyi and the Client. These Terms apply to Consulting Engagements as the baseline contractual framework. Where an executed SOW expressly addresses a matter also addressed in these Terms, the SOW governs for that matter and that engagement only.
6.2 Client Obligations
The successful delivery of Consulting Engagements depends on your active participation and cooperation. You agree to:
Provide all documents, information, and access requested by AskHill.fyi within the timelines specified in the SOWMake relevant stakeholders available for onboarding sessions, validation reviews, and feedback calls as scheduledEnsure that documents provided to AskHill.fyi are accurate, current, and complete to the best of your knowledgeConfirm in writing that you have the legal right to provide the documents to AskHill.fyi for the purposes of the engagementReview AI outputs during validation periods and provide timely feedbackNotify AskHill.fyi promptly of any changes to your documents, policies, or circumstances that may affect the engagementDelays attributable to your failure to meet these obligations will extend delivery timelines accordingly and will not constitute a breach by AskHill.fyi of its delivery commitments.
6.3 Scope Changes
Any changes to the scope defined in an executed SOW must be agreed in writing by both parties before work on the changed scope begins. AskHill.fyi reserves the right to adjust fees for scope additions. Scope changes not agreed in writing will not be binding on AskHill.fyi.
7. Acceptable Use Policy
7.1 Permitted Use
You may use the Platform and Services only for lawful purposes and in accordance with these Terms. Permitted uses include accessing and using the tools for their intended HR, talent acquisition, labour relations, and compliance purposes within your organization.
7.2 Prohibited Uses
You must not use the Platform or Services to:
Violate any applicable federal, provincial, or municipal law or regulation, including human rights legislation, employment standards legislation, and privacy lawDiscriminate against candidates or employees on the basis of any protected ground under the Ontario Human Rights Code, the Canadian Human Rights Act, or equivalent provincial legislationReverse engineer, decompile, disassemble, or otherwise attempt to derive source code, algorithms, or underlying model architecture from any part of the PlatformScrape, crawl, spider, or otherwise extract data from the Platform using automated means without our express written permissionResell, sublicense, white-label, or otherwise commercially exploit the Platform or Services without a separate written reseller agreement with AskHill.fyiUpload User Content that you do not have the legal right to provide, that infringes any third-party intellectual property rights, or that violates any confidentiality obligationIntroduce malware, viruses, ransomware, or other malicious code into the PlatformAttempt to gain unauthorized access to any part of the Platform, other users\' accounts, or AskHill.fyi\'s systems or networksUse the Platform to harass, threaten, defame, or harm any individualCircumvent any access controls, usage limits, or security features of the PlatformUse AI Outputs as the sole basis for consequential employment decisions without independent professional reviewRepresent AI Outputs as legal advice, HR advice, or professional advice, whether to yourself or to othersUse the Platform in any manner that could damage, disable, overburden, or impair the Platform or servers7.3 Consequences of Violation
Violation of this Acceptable Use Policy may result in, at AskHill.fyi\'s sole discretion:
Immediate suspension or permanent termination of your account and access to the PlatformTermination of any active Consulting Engagement without refundLegal action to recover damages, including injunctive reliefReferral to law enforcement or regulatory authorities where appropriateAskHill.fyi is not obligated to provide notice before suspending access in cases involving security threats, illegal activity, or violations that create immediate risk of harm.
8. AI Outputs: Scope, Limitations, and the No-Legal-Advice Rule
8.1 Nature of AI Outputs
AI Outputs generated by the Platform, including but not limited to CBA interpretations, grievance risk scores, HR policy responses, job description analyses, interview question assessments, candidate evaluation outputs, compliance flags, audit findings, and any other AI-generated content, are:
Generated through probabilistic language models that identify patterns in training dataSubject to error, hallucination, omission, and misinterpretation inherent to current AI technologyBased on documents and data as ingested and may not reflect amendments, verbal agreements, arbitration awards, or other developments not captured in the source materialsNot reviewed, validated, or endorsed by a qualified legal, HR, or professional advisor unless expressly statedNot legal advice, HR advice, employment advice, or professional advice of any kind or descriptionNot a guarantee of compliance with any law, regulation, or contractual obligationNot a substitute for independent professional judgment8.2 CBA Intelligence Platform Specific Limitations
Outputs from the CBA Intelligence Platform, including CBA Q&A responses, grievance risk scores, timeline alerts, and scenario analyses:
Are based solely on the text of the collective agreement and related documents as ingested and are not a complete statement of the law governing labour relationsDo not account for oral agreements, past practice, arbitration awards, or other sources of obligation that may modify the written CBADo not constitute legal advice on grievance handling, arbitration strategy, or any other matterMust be reviewed by a qualified labour relations professional or labour lawyer before any consequential disciplinary, scheduling, accommodation, or bargaining decision is takenGrievance risk scores are probabilistic indicators only and are not a legal opinion on the outcome of any grievance or arbitration8.3 Employee Relations Chatbot Specific Limitations
Outputs from the Employee Relations Chatbot:
Are based on your organization\'s HR policies as ingested and do not account for policies not provided to AskHill.fyiDo not constitute HR advice and should not be communicated to employees as official HR guidance without review by an HR professionalAre not a substitute for accommodation assessments, medical or legal input on disability or human rights matters, or professional judgment on sensitive employee relations situationsEscalation routing is not guaranteed in all circumstances and should not be relied upon as the sole mechanism for identifying sensitive situations requiring human attention8.4 Hiring Process Audit Specific Limitations
Outputs from the Hiring Process Audit and Redesign service, including compliance gap reports, AI integration roadmaps, and interview question assessments:
Are based on a review of documents and information provided by you and do not constitute a legal audit or legal opinionDo not guarantee compliance with any applicable legislation and are not a substitute for legal review of your recruiting practices by a qualified employment or human rights lawyerAssessments of interview questions are based on general principles under the Ontario Human Rights Code and Canadian Human Rights Act and do not account for all circumstances, industries, or role-specific requirementsAI disclosure compliance assessments reflect the Platform\'s understanding of the Working for Workers Act requirements as of the date of the engagement and may not reflect subsequent amendments or regulatory guidance8.5 Free Tool Outputs
Outputs from all Free Tools, including but not limited to the Boolean String Generator, PTO and Leave Calculator, JD Compliance Checker, Illegal Question Checker, Interview Question Generator, Offer Calculator, and all other tools listed at askhill.fyi/tools, are provided strictly for informational and productivity purposes. They are not legal advice. They are not HR advice. They are tools to support your professional judgment, not replace it. AskHill.fyi accepts no liability whatsoever for decisions made in reliance on Free Tool outputs.
8.6 No Reliance for Consequential Decisions
You expressly acknowledge and agree that:
No AI Output from the Platform will be used as the sole basis for any employment decision, disciplinary action, termination, accommodation denial, hiring decision, or other action with material consequences for any individualNo AI Output from the Platform will be used as the sole basis for any decision that could constitute a violation of the Ontario Human Rights Code, the Canadian Human Rights Act, the Employment Standards Act, the Canada Labour Code, or any other applicable legislationAskHill.fyi\'s liability for damages arising from your use of AI Outputs in violation of this section is expressly excluded to the maximum extent permitted by Ontario law9. Intellectual Property
9.1 AskHill.fyi Intellectual Property
The Platform, including its software, code, algorithms, AI model architecture, training methodologies, underlying models, tool design, visual design, branding, trademarks, service marks, and all content created by AskHill.fyi, is owned by or licensed to AskHill.fyi and is protected by Canadian and international copyright, trademark, and other intellectual property law.
These Terms do not transfer any AskHill.fyi Intellectual Property to you. You receive only the limited right to use the Platform as expressly described in these Terms.
9.2 Your Intellectual Property
User Content you upload or provide to AskHill.fyi remains your property or the property of the applicable third parties. You do not transfer ownership of User Content to AskHill.fyi by using the Platform.
9.3 License You Grant to AskHill.fyi
By uploading or providing User Content to AskHill.fyi, you grant us a limited, non-exclusive, non-transferable, royalty-free license to access, process, and use your User Content solely for the purpose of:
Delivering the Services you have requestedOperating and maintaining the Platform in connection with your accountComplying with our legal obligationsThis license does not permit AskHill.fyi to use your User Content for any other purpose, including training general AI models, sharing with other clients, or any commercial purpose beyond the Services you have engaged.
9.4 License AskHill.fyi Grants to You
Subject to your compliance with these Terms and payment of applicable fees, AskHill.fyi grants you a limited, non-exclusive, non-transferable, revocable license to:
Access and use the Platform for your internal professional purposesUse AI Outputs in accordance with these Terms, including the restrictions in Section 8Export and use outputs and reports generated for your organization through the PlatformThis license does not permit resale, sublicensing, white-labelling, or any commercial use of the Platform or its outputs beyond your organization\'s internal purposes.
9.5 Restrictions on Reverse Engineering
You must not, directly or indirectly: reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, model weights, training data, or any underlying technology of the Platform; probe or test the vulnerability of the Platform\'s AI systems to infer training data or model behavior; or use the Platform to develop competing products or services. Violation of this restriction will be considered a material breach of these Terms and will entitle AskHill.fyi to seek injunctive relief without the requirement to post a bond.
10. User Content and Confidentiality
10.1 Your Warranties Regarding User Content
By providing User Content to AskHill.fyi, you represent and warrant that:
You own the User Content or have all necessary rights, licenses, consents, and permissions to provide it to AskHill.fyi for the purposes of the engagementThe provision of User Content to AskHill.fyi does not violate any applicable law, including privacy law, employment law, or intellectual property lawWith respect to collective bargaining agreements: you have confirmed with your legal counsel that providing the CBA to a third-party technology vendor for the purpose of building an internal compliance tool is consistent with any applicable obligations to the union or under the Labour Relations ActThe User Content does not contain any personal information about individuals unless you have the lawful authority to provide that information and doing so is consistent with applicable privacy lawThe User Content does not infringe the intellectual property rights of any third partyYou will indemnify AskHill.fyi against any claim, loss, or liability arising from your breach of these warranties. See Section 14.
10.2 Confidentiality of Client Documents
AskHill.fyi treats all User Content provided in connection with Consulting Engagements as confidential information. We will not disclose Client documents to any third party except as required to deliver the Services (i.e., to sub-processors who are bound by equivalent confidentiality obligations) or as required by law.
This confidentiality obligation is in addition to, and does not limit, any confidentiality obligations in an executed SOW.
11. Payment Terms
Accepted payment methods: credit card and debit card through Stripe. Invoiced payment available for annual enterprise and Consulting Engagements with a signed SOW.All prices are in Canadian dollars (CAD) unless otherwise stated.HST at the applicable rate is added to all fees charged to Canadian customers. AskHill.fyi is registered for HST purposes. Your receipt will include the applicable HST number and amount.For Consulting Engagements, payment terms are as set out in the SOW. Fixed-fee engagements are typically 50% due on signing and 50% due upon delivery of the final deliverable. Retainer engagements are billed monthly in advance.Disputed charges must be raised in writing within 30 days of the charge date. After 30 days, charges are deemed accepted. For Subscription billing disputes, contact billing@askhill.fyi. For chargebacks filed through your financial institution without prior written notice to AskHill.fyi, we reserve the right to suspend your account pending resolution.Late payments on invoiced amounts accrue interest at 2% per month compounding monthly until paid.12. Disclaimers and Warranties
12.1 \"As Is\" and \"As Available\"
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE ONTARIO AND CANADIAN LAW, THE PLATFORM AND ALL SERVICES, INCLUDING THE FREE TOOLS, PAID SUBSCRIPTION FEATURES, AND CONSULTING DELIVERABLES, ARE PROVIDED \"AS IS\" AND \"AS AVAILABLE\" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.
12.2 No Warranty of Accuracy
AskHill.fyi does not warrant that:
AI Outputs are accurate, complete, current, reliable, or free from errorThe Platform will be available without interruption, error, or security breachDefects in the Platform will be correctedAI Outputs will be legally compliant with requirements applicable to your specific organization, industry, province, or jurisdictionThe Platform or its outputs will meet your requirements or expectationsAny information on the Platform is accurate, complete, or current12.3 AI-Specific Disclaimer
You specifically acknowledge that: AI technology is inherently imperfect; AI Outputs may be incorrect, incomplete, or misleading; AI models may \"hallucinate\" content that appears credible but is factually wrong; and the state of AI technology continues to evolve in ways that may affect output quality in ways AskHill.fyi cannot predict or prevent. AskHill.fyi makes no representation that AI technology will be free from these limitations now or in the future.
12.4 No Warranty on Regulatory Compliance
AskHill.fyi does not warrant that using the Platform or implementing its outputs will result in your organization\'s compliance with any applicable law, regulation, or standard, including the Employment Standards Act, Ontario Human Rights Code, Canadian Human Rights Act, Working for Workers Act, PIPEDA, Labour Relations Act, Canada Labour Code, or any other legislation. Legal compliance is your responsibility. AskHill.fyi\'s tools are designed to support your compliance efforts, not guarantee them.
12.5 Uptime
AskHill.fyi targets 99.5% platform availability for paid subscribers on a monthly basis, excluding scheduled maintenance windows (of which we will provide reasonable advance notice) and events outside our reasonable control. We do not provide uptime guarantees for Free Tools. Planned downtime will be communicated via platform notification or email with at least 24 hours\' notice where practicable.
13. Limitation of Liability
13.1 Exclusion of Consequential and Indirect Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE ONTARIO AND CANADIAN LAW, ASKHILL.FYI, ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, AND LICENSORS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY:
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGESLOSS OF PROFITS, REVENUE, BUSINESS, DATA, GOODWILL, OR ANTICIPATED SAVINGSLOSS ARISING FROM RELIANCE ON AI OUTPUTS FOR ANY EMPLOYMENT, DISCIPLINARY, LEGAL, COMPLIANCE, OR OTHER CONSEQUENTIAL DECISIONCOSTS OF SUBSTITUTE SERVICESCLAIMS BY THIRD PARTIES, INCLUDING EMPLOYEES, UNIONS, ARBITRATORS, REGULATORY AUTHORITIES, OR CANDIDATESARBITRATION AWARDS, HUMAN RIGHTS TRIBUNAL AWARDS, OR LABOUR RELATIONS BOARD ORDERS ARISING FROM DECISIONS INFORMED BY AI OUTPUTSLEGAL FEES AND COSTS INCURRED IN CONNECTION WITH EMPLOYMENT, LABOUR RELATIONS, OR HUMAN RIGHTS PROCEEDINGSTHE ABOVE EXCLUSIONS APPLY WHETHER OR NOT ASKHILL.FYI WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).
13.2 Cap on Direct Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE ONTARIO AND CANADIAN LAW, ASKHILL.FYI\'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL DIRECT DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION, IS LIMITED TO:
FOR FREE TOOL USERS WITH NO ACTIVE SUBSCRIPTION OR CONSULTING ENGAGEMENT: ZERO DOLLARS ($0)FOR PAID SUBSCRIPTION USERS: THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO ASKHILL.FYI IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIMFOR CONSULTING ENGAGEMENT CLIENTS: THE TOTAL FEES ACTUALLY PAID BY YOU TO ASKHILL.FYI UNDER THE APPLICABLE STATEMENT OF WORK13.3 Carve-Outs
The limitations and exclusions in Sections 13.1 and 13.2 do not apply to:
Damages arising from AskHill.fyi\'s gross negligence or willful misconductDamages arising from AskHill.fyi\'s breach of its confidentiality obligations under Section 10.2Damages arising from a data breach caused by AskHill.fyi\'s failure to implement safeguards required by PIPEDAAny liability that cannot be excluded or limited under applicable Ontario consumer protection legislation (where applicable)13.4 Essential Basis of the Bargain
You acknowledge that the limitations and exclusions in this Section 13 reflect a reasonable allocation of risk between the parties and form an essential element of the basis of the bargain between you and AskHill.fyi. Without these limitations, AskHill.fyi would not be able to provide the Platform and Services at the prices offered. The limitations apply even if any limited remedy fails of its essential purpose.
13.5 Mitigation
You have a duty to take reasonable steps to mitigate any loss or damage you suffer in connection with your use of the Platform or Services. AskHill.fyi\'s liability will be reduced to the extent that your failure to mitigate contributed to the loss or damage claimed.
14. Indemnification
14.1 Your Indemnification Obligations
You agree to indemnify, defend, and hold harmless AskHill.fyi and its directors, officers, employees, contractors, agents, successors, and assigns from and against any and all third-party claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable legal fees on a solicitor-and-own-client basis) arising out of or relating to:
Your breach of any representation, warranty, or obligation in these TermsYour breach of the warranties regarding User Content in Section 10.1Your violation of any applicable law, including employment law, human rights legislation, privacy law, or labour relations law, in connection with your use of the Platform or ServicesYour use of AI Outputs in violation of Section 8, including reliance on AI Outputs without independent professional review for consequential decisionsAny employment, labour relations, human rights, or regulatory claim, proceeding, or award arising from decisions you made using or informed by the Platform or ServicesAny claim by a third party (including employees, union representatives, candidates, or regulators) arising from your use or misuse of the Platform or ServicesYour violation of any third party\'s intellectual property rights in connection with User ContentYour violation of the Acceptable Use Policy in Section 714.2 AskHill.fyi Indemnification
AskHill.fyi agrees to indemnify, defend, and hold you harmless from and against third-party claims alleging that the Platform, as used in accordance with these Terms, infringes any Canadian copyright, patent, or trademark owned by a third party. This indemnification does not apply to: infringement claims arising from your User Content; claims arising from your modification of the Platform or combination of it with other materials; or claims arising from your use of the Platform in violation of these Terms.
15. Term and Termination
15.1 Term
These Terms are effective from the date you first access the Platform and continue until terminated in accordance with this Section.
15.2 Termination by You
You may terminate these Terms at any time by closing your account and ceasing all use of the Platform. Subscription cancellation is addressed in Section 5.3.
15.3 Termination by AskHill.fyi
AskHill.fyi may terminate or suspend your access to the Platform, with or without notice, if:
You breach any provision of these Terms and the breach (if capable of remedy) is not remedied within 7 days of written noticeYou are in material breach of a Consulting Engagement SOWYou engage in conduct that creates legal liability for AskHill.fyi or harm to third partiesAskHill.fyi is required to do so by law or court orderAskHill.fyi decides to discontinue the Platform or the applicable Service15.4 Effect of Termination
Upon termination of these Terms:
Your right to access and use the Platform immediately ceasesAskHill.fyi will follow the data retention and deletion practices set out in the Privacy PolicyFor Consulting Engagements, termination procedures are as set out in the applicable SOWAll amounts owing to AskHill.fyi become immediately due and payableSections 8, 9, 10, 12, 13, 14, 16, and 17 survive termination indefinitely16. Dispute Resolution
16.1 Informal Resolution
Before initiating any formal dispute resolution process, you agree to attempt to resolve the dispute informally by contacting AskHill.fyi at legal@askhill.fyi with a written description of the dispute, the relief sought, and your contact information. AskHill.fyi will attempt to respond within 15 business days. Both parties agree to negotiate in good faith for a period of 30 days from the date of the written notice before initiating formal proceedings. This informal resolution period may be waived by written agreement of both parties.
16.2 Governing Law and Jurisdiction
These Terms and any disputes arising out of or relating to them, the Platform, or the Services are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to conflict of law principles. Subject to Section 16.3, you irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario sitting in the City of Toronto for the resolution of all disputes.
16.3 Disputes with Consulting Clients
Disputes arising under a Consulting Engagement SOW shall be resolved first by escalation to senior representatives of both parties. If not resolved within 30 days, either party may refer the dispute to binding arbitration under the Arbitration Act, 1991 (Ontario), with one arbitrator mutually agreed upon or appointed by the ADR Institute of Canada. The arbitration shall be conducted in English in Toronto, Ontario. The costs of arbitration shall be shared equally unless the arbitrator awards costs otherwise. Nothing in this section prevents either party from seeking injunctive or other equitable relief from a court of competent jurisdiction.
16.4 Class Action
You agree that any dispute arising under these Terms shall be resolved on an individual basis only and not as part of a class action, collective action, or representative proceeding, to the extent that this waiver is enforceable under applicable Ontario law. AskHill.fyi acknowledges that class action waiver provisions may have limited enforceability in Canada and does not seek to prevent the exercise of any right that cannot lawfully be waived.
17. General Provisions
Entire Agreement: These Terms, together with the Privacy Policy and any executed SOW, constitute the entire agreement between you and AskHill.fyi with respect to the Platform and Services and supersede all prior agreements, representations, and understandings.Severability: If any provision of these Terms is found to be unenforceable or invalid under applicable law, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions will continue in full force and effect.Waiver: AskHill.fyi\'s failure to exercise or enforce any right or provision of these Terms does not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of AskHill.fyi.Force Majeure: AskHill.fyi is not liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, pandemic, epidemic, natural disaster, government action or regulation, war, civil disturbance, cyberattack by a third party, failure of third-party infrastructure or services, or Internet disruption. We will notify you of force majeure events affecting Services as soon as practicable.Assignment: AskHill.fyi may assign these Terms or any rights under them to any successor entity, acquiror, or affiliate without your consent, provided the assignee assumes all obligations under these Terms. You may not assign your rights or obligations under these Terms without AskHill.fyi\'s prior written consent. Any purported assignment in violation of this provision is void.Notices: Notices to AskHill.fyi must be sent to legal@askhill.fyi or by registered mail to [ADDRESS], Toronto, Ontario, Canada. AskHill.fyi will provide notices to you at the email address associated with your account. Notices are effective upon sending by email or upon delivery of registered mail.Language: These Terms are written in English. In the event of any conflict between an English version and any translation, the English version governs. French versions of these Terms are available upon request, as required for Quebec customers. In Quebec, the provisions of the Consumer Protection Act and other applicable Quebec law apply where mandated.Relationship: Nothing in these Terms creates an employment relationship, partnership, joint venture, or agency relationship between you and AskHill.fyi. AskHill.fyi is an independent contractor.Amendments: AskHill.fyi may amend these Terms at any time. Material amendments will be communicated by email to registered users with at least 30 days\' advance notice. Your continued use of the Platform after the effective date of an amendment constitutes acceptance. If you do not accept an amendment, you must cease use of the Platform before the effective date.No Third-Party Beneficiaries: These Terms do not create any rights in any third party, including any employee, candidate, union representative, or government authority.Counterparts: Where these Terms or an SOW are executed as a formal agreement, they may be executed in counterparts, each of which constitutes an original, and electronic signatures have the same legal effect as wet signatures under the Ontario Electronic Commerce Act, 2000.18. Contact
AskHill.fyi Terms of Service -- Version 1.0 -- [INSERT EFFECTIVE DATE]
This document should be reviewed by a qualified Ontario technology and commercial lawyer before publication.
Governing law: Province of Ontario, Canada. Jurisdiction: Toronto, Ontario.