Terms of Service

Effective date: April 17, 2026 · Last updated: April 17, 2026 · Version 1.0

#1. The parties and acceptance

1.1 These Terms are between HAWZ Inc., a corporation formed under the laws of Ontario, Canada (“HAWZ,” “we,” “us”), and the business or person identified on an Order Form (“Customer,” “you”). By signing an Order Form or using any Services, the Customer accepts and is bound by these Terms.

1.2 You confirm that you have the authority to bind the organization you represent, that the organization is a legal business entity (or a sole proprietor acting for business purposes), and that you are at least 18 years old. HAWZ does not provide Services to consumers for personal, family, or household use.

1.3 In the event of a conflict among documents making up the Agreement, the order of precedence is: (a) the Order Form, (b) the Data Processing Addendum, (c) these Terms of Service, (d) the Service Level Agreement, (e) the Acceptable Use Policy, and (f) the Privacy Policy.

#2. Definitions

• “Application” means the software application or set of applications HAWZ designs, builds, deploys, and hosts for Customer under an Order Form, in the form delivered by HAWZ from time to time.

• “Customer Content” means any data, documents, files, images, database records, configurations, and other materials provided to HAWZ by or on behalf of Customer, or processed through the Application by Customer or its Users.

• “Deliverables” means the bespoke application code, designs, configurations, and written documentation HAWZ prepares specifically for Customer under an Order Form, excluding Platform IP.

• “Order Form” means a written ordering document (including electronic signature) referring to these Terms and describing the plan, fees, minimum term, and scope of Services.

• “Plan” means the subscription tier elected by Customer on the Order Form — Launch, Growth, Enterprise, or any custom plan.

• “Platform IP” means HAWZ's proprietary platform, frameworks, libraries, components, templates, tools, know-how, methods, internal design systems, and any reusable software HAWZ develops or uses in providing the Services (whether developed before, during, or after the Order Form), together with all modifications and improvements to any of the foregoing.

• “Services” means the products and services HAWZ provides, namely: (a) Custom Development Services, (b) Platform and Hosting Services, and (c) Support Services, each as described in Section 3.

• “User” means a natural person (employee, contractor, end-customer, or other authorised individual) whom Customer permits to access or use the Application.

#3. The Services

#3.1 Custom Development Services

HAWZ will conduct a workflow audit, design, build, test, deploy, and iterate a custom Application for Customer, following the process and pace described in the applicable Plan. Delivery estimates (including the “seven days” figure shown on our website) are aspirational targets, not guarantees; actual delivery dates depend on Customer's responsiveness, completeness of requirements, and third-party dependencies.

#3.2 Platform and Hosting Services

HAWZ will host the Application on infrastructure chosen by HAWZ (currently Vercel and its underlying providers), maintain the Application, apply security updates, manage backups, and keep the Application operational in accordance with the Service Level Agreement attached to, or referenced in, the Order Form.

#3.3 Support Services

HAWZ will provide support through email, shared Slack channel, or other agreed means during business hours in Toronto, Ontario (Monday to Friday, excluding Canadian statutory holidays). Response targets differ by Plan and are set out in the Service Level Agreement. A dedicated product lead is assigned to Growth and Enterprise Plans.

#3.4 Release cadence

HAWZ aims to ship releases on the cadence described for each Plan (weekly for Launch, twice-weekly for Growth, daily for Enterprise). HAWZ may adjust the cadence where necessary for safety, quality, security, or in response to Customer requests to pause. HAWZ is not liable for missing a release if the prioritization queue, Customer feedback, or operational conditions reasonably require it.

#4. Fees and payment

4.1 Customer pays the fees set out on the Order Form. Fees are in the currency stated on the Order Form and are exclusive of taxes. Customer is responsible for all applicable taxes (except taxes on HAWZ's net income).

4.2 One-time onboarding fees are due in full on signing the Order Form and are non-refundable once HAWZ begins work (see the Refund & Cancellation Policy). Subscription fees are billed monthly in advance, or annually in advance where agreed.

4.3 HAWZ uses a third-party payment processor (currently Stripe) to collect payment. By providing a payment method, Customer authorises HAWZ and its processor to charge the payment method for all fees due.

4.4 If any amount is not paid when due, HAWZ may (a) charge interest on the overdue amount at the lesser of 1.5% per month (19.56% per year) or the maximum rate permitted by law, (b) suspend Services on 10 days' prior written notice, and (c) pursue collection, including reasonable collection costs and legal fees.

4.5 HAWZ may change fees for a renewal term on at least 60 days' notice. Fees during an active minimum term do not change unless the Order Form says so.

#5. Term, renewal, and cancellation

5.1 The Order Form starts on its effective date and continues for the minimum term specified (3 months for Launch, 6 months for Growth, 12 months for Enterprise, unless the Order Form says otherwise).

5.2 After the minimum term, the Order Form renews automatically for successive 1-month terms unless either party gives at least 30 days' written notice of non-renewal before the end of the then-current term.

5.3 Either party may terminate the Order Form for the other party's material breach if the breach is not cured within 30 days after written notice describing the breach.

5.4 HAWZ may suspend or terminate the Services immediately if (a) required by law or a regulator, (b) Customer's use creates a material security, legal, or reputational risk to HAWZ, its users, or others, or (c) Customer becomes insolvent, files for bankruptcy, or has a receiver appointed.

5.5 On termination or expiry: (a) Customer stops using the Services; (b) Customer pays all fees accrued to the effective date of termination, including (if terminated for Customer's convenience before the end of a minimum term) all fees that would have been due through the end of the minimum term; (c) HAWZ provides a 14-day window to request a full data export and a 30-day grace period during which the Application remains available on a read-only basis; and (d) HAWZ deletes Customer Content within 60 days after termination, except backups that cycle out within the normal backup retention period and records HAWZ must retain by law.

#6. Intellectual property

#6.1 Customer Content

As between the parties, Customer owns all right, title, and interest in and to Customer Content. Customer grants HAWZ a non-exclusive, worldwide, royalty-free licence to host, reproduce, process, display, and transmit Customer Content solely as needed to provide the Services.

#6.2 Deliverables

Subject to full payment of the fees attributable to a given Deliverable, HAWZ assigns to Customer all right, title, and interest (including copyright) in and to that Deliverable, excluding Platform IP. Until full payment, Customer has a revocable, limited licence to use the Deliverable as part of the Services.

#6.3 Platform IP

HAWZ owns and retains all right, title, and interest in and to Platform IP, including any modifications, enhancements, or derivative works created by HAWZ (even where they are created while working on Customer's project). Customer acknowledges that the Application combines Deliverables with Platform IP. HAWZ grants Customer a perpetual, worldwide, royalty-free, non-exclusive, non-sublicensable licence to use the Platform IP solely as embedded in the Application and solely for Customer's internal business purposes. This licence survives termination only for Customer's continued use of Deliverables in which Platform IP is embedded; Customer may not extract or re-use Platform IP outside that context.

#6.4 Source code access and portability

On request at any time during the Term, and on termination, HAWZ will provide Customer with read-only access to the source code of the Application (including Deliverables) in a standard repository format. This is intended to let Customer self-host or take the Application to another provider. HAWZ makes no warranty that a third party will be able to operate the Application without access to the Platform IP or without separate integration work.

#6.5 Feedback

If Customer provides feedback, suggestions, or ideas about the Services or Platform IP, HAWZ may use them freely and without obligation. No feedback is confidential unless the parties agree in writing.

#6.6 Third-party components

The Application may include open-source or third-party components. HAWZ will keep a record of material third-party licences applicable to each Deliverable and make it available on request.

#7. Service levels

HAWZ provides the target uptime and support response commitments set out in the Service Level Agreement. The Service Level Agreement is the sole remedy for missed service levels; HAWZ has no other liability for Downtime (as defined there).

#8. Data protection and acceptable use

8.1 HAWZ's processing of Customer Personal Data (as defined in the Data Processing Addendum) is governed by the Data Processing Addendum, which forms part of this Agreement.

8.2 Customer is responsible for its and its Users' compliance with the Acceptable Use Policy. HAWZ may suspend any activity that breaches that policy, in accordance with its terms.

8.3 Unless expressly agreed in a signed rider, Customer may not upload to the Application any “Prohibited Data” as defined in the Acceptable Use Policy (including personal health information, payment card data, biometric identifiers, data of children under 16, or government identifiers at scale). If Customer needs to process such data, Customer must request a Prohibited Data Rider before uploading it.

#9. Warranties

#9.1 Mutual warranties

Each party warrants that: (a) it has the authority to enter into this Agreement; (b) its performance will not breach any other agreement or applicable law; and (c) it will comply with all applicable laws in connection with this Agreement, including privacy, data protection, anti-spam, and export-control laws.

#9.2 HAWZ service warranty

HAWZ warrants that it will perform the Services with reasonable skill, care, and diligence consistent with generally accepted industry standards. If HAWZ breaches this warranty and Customer notifies HAWZ in writing within 30 days of the alleged breach, HAWZ's sole obligation (and Customer's sole remedy) is, at HAWZ's option, to re-perform the affected Services or to refund the fees paid for the affected Services. If HAWZ cannot reasonably cure the breach within 60 days, Customer may terminate the affected Order Form and obtain a pro-rata refund of prepaid, unused fees.

#9.3 Disclaimer

EXCEPT FOR THE LIMITED WARRANTY IN SECTION 9.2, THE SERVICES, APPLICATION, DELIVERABLES, AND PLATFORM IP ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. HAWZ SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT. HAWZ DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM THIRD-PARTY INTRUSIONS. MARKETING STATEMENTS (INCLUDING WEBSITE COPY) ARE NOT WARRANTIES.

#10. Indemnification

#10.1 By HAWZ

HAWZ will defend Customer against any third-party claim alleging that a Deliverable, as delivered by HAWZ, infringes the claimant's Canadian or U.S. patent, copyright, trade secret, or trademark, and will pay amounts finally awarded or agreed in settlement. If a Deliverable is (or HAWZ reasonably believes it may be) subject to such a claim, HAWZ may, at its option, (a) procure a licence, (b) modify the Deliverable to make it non-infringing, or (c) terminate the affected Order Form and refund prepaid, unused fees. This section does not apply to claims arising from: Customer Content, modifications not made by HAWZ, combinations of the Deliverable with items not supplied by HAWZ, use outside the scope of the Agreement, or use after HAWZ has directed Customer to stop.

#10.2 By Customer

Customer will defend HAWZ against any third-party claim arising from (a) Customer Content, (b) Customer's or a User's breach of the Agreement (including the Acceptable Use Policy), (c) Customer's violation of law, or (d) Customer's use of the Application that is not authorised by this Agreement, and will pay amounts finally awarded or agreed in settlement.

#10.3 Process

The indemnified party must (a) promptly notify the indemnifier of the claim, (b) give the indemnifier control of the defence and settlement (provided that no settlement may impose non-monetary obligations on the indemnified party without its consent), and (c) cooperate reasonably, at the indemnifier's expense. This Section 10 states the parties' sole liability and exclusive remedy for infringement claims.

#11. Limitation of liability

11.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS, LOST REVENUES, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, OR LOSS OR CORRUPTION OF DATA, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO HAWZ UNDER THE APPLICABLE ORDER FORM DURING THE 12 MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM.

11.3 The limitations in Sections 11.1 and 11.2 do not apply to (a) Customer's payment obligations, (b) a party's indemnification obligations under Section 10, (c) a party's breach of Section 12 (Confidentiality) other than due to loss of or unauthorised access to Customer Content hosted on the Platform, (d) fraud or wilful misconduct, or (e) liability that cannot be limited or excluded by law.

11.4 Customer acknowledges that the fees reflect the allocation of risk in this Section 11, and that HAWZ would not enter into this Agreement without these limitations.

#12. Confidentiality

12.1 “Confidential Information” means non-public information disclosed by one party to the other that is marked or identified as confidential, or that a reasonable person would understand to be confidential given its nature and the circumstances. Customer Content is Customer's Confidential Information. Platform IP is HAWZ's Confidential Information.

12.2 Each party will (a) use Confidential Information only to perform under or exercise rights under this Agreement, (b) protect it with at least the same degree of care it uses for its own confidential information of similar importance (and no less than reasonable care), and (c) not disclose it except to employees, contractors, advisors, and service providers who need to know and are bound by confidentiality obligations at least as protective as these.

12.3 The duties in this Section do not apply to information that is or becomes publicly available without breach, was rightfully known to the recipient before disclosure, is independently developed without use of the Confidential Information, or is lawfully received from a third party without confidentiality obligations. A party may disclose Confidential Information to the extent required by law, provided that it gives prompt notice (if legally permitted) so the disclosing party can seek a protective order.

12.4 On termination, each party will, at the other's request, return or destroy the other's Confidential Information (excluding routine backups that will cycle out).

#13. Publicity

HAWZ may identify Customer as a HAWZ customer in its list of customers, on its website, and in sales and marketing materials, using Customer's name and logo as provided to HAWZ, subject to any brand usage guidelines Customer reasonably provides. HAWZ will not publish a case study, quote, or testimonial that identifies Customer by name without Customer's prior written consent (email is sufficient). Either party may revoke this consent on 30 days' written notice.

#14. Compliance with laws, export, and sanctions

14.1 Each party will comply with all laws applicable to its performance, including privacy, anti-spam (CASL), anti-corruption (including the Corruption of Foreign Public Officials Act), export-control, and economic-sanctions laws of Canada and the United States.

14.2 Customer represents and warrants that neither Customer, any of its affiliates, nor any User is (a) located in, or a resident or national of, a country or region subject to comprehensive sanctions administered by Canada, the United States, the European Union, or the United Kingdom (currently including without limitation Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, Luhansk, Zaporizhzhia, and Kherson regions of Ukraine); or (b) listed on any applicable sanctions or restricted-party list.

14.3 Customer will not use the Services for any prohibited end-use or with any sanctioned party. HAWZ may suspend or terminate Services to comply with sanctions or export-control laws without liability.

#15. Force majeure

Neither party is liable for a delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, war, acts of terrorism, civil unrest, labour disruptions, government actions, widespread internet or telecommunications failures, and outages of third-party hosting providers. A party claiming force majeure must notify the other promptly and use reasonable efforts to resume performance. If the event continues for more than 60 days, either party may terminate the affected Order Form.

#16. Governing law and dispute resolution

16.1 This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.2 Before commencing a formal proceeding, the parties will first attempt to resolve any dispute through good-faith discussions between senior representatives for at least 30 days. If a dispute is not resolved, the parties will then attempt mediation in Toronto, Ontario, administered by the ADR Institute of Canada under its Mediation Rules, for at least 30 days, before either party commences arbitration or litigation.

16.3 Any dispute that is not resolved through mediation will be finally resolved by arbitration administered by the ADR Institute of Canada under its Arbitration Rules. The seat of arbitration is Toronto, Ontario. The arbitrator will be a single arbitrator experienced in technology contracts. The language is English. The award is final and binding, and may be entered in any court of competent jurisdiction. Notwithstanding this Section, either party may seek interim or injunctive relief from a court of competent jurisdiction to protect its intellectual property or confidential information.

#17. Notices

Notices must be in writing and sent (a) to HAWZ at legal@hawz.net (with a copy to HAWZ's registered office), or (b) to Customer at the address and email on the Order Form. Notice is effective on delivery (if by email) or two business days after sending (if by courier or registered mail).

#18. General

• Assignment. Neither party may assign this Agreement without the other's written consent, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets. Any assignment in breach of this Section is void.

• Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

• Severability. If a provision is held invalid or unenforceable, the remaining provisions remain in effect, and the invalid provision will be reformed to give the best lawful effect to the parties' original intent.

• No waiver. A failure or delay in enforcing a provision is not a waiver of that or any other provision.

• Third-party beneficiaries. No person other than the parties has any right under this Agreement.

• Entire agreement. The Agreement is the entire agreement between the parties and supersedes all prior agreements and representations about its subject matter.

• Order of precedence. In a conflict between documents forming the Agreement, the order of precedence is as set out in Section 1.3.

• Changes. HAWZ may update these Terms from time to time. If HAWZ makes a material change that adversely affects Customer, HAWZ will notify Customer in writing at least 30 days before the change takes effect. Continued use of the Services after the effective date constitutes acceptance.

• Survival. Sections that by their nature should survive termination (including Fees for work done, IP, Confidentiality, Warranties, Indemnification, Limitation of Liability, Governing Law, and General) survive termination.

• Counterparts; electronic signature. An Order Form may be signed in counterparts (including by electronic signature), each of which is an original and all of which together are one agreement.

• Language. The parties confirm that they have required this Agreement and all related documents to be drafted in English. Les parties aux présentes ont exigé que la présente entente et tous les documents connexes soient rédigés en anglais.