1. Agreement and scope
These Terms & Conditions form an agreement between UnionStack Software Inc. ("UnionStack", "we", "us" or "our") and the person or organization that accesses or uses the Services ("you" or the "Customer"). UnionStack Software Inc. is a Canadian company with an address at 224 Eagle Place, Regina, Saskatchewan S4Y 1H4.
The "Services" include unionstack.ca, the UnionStack software platform, related member and public-site experiences, documentation, APIs and any other UnionStack service that links to these terms. By creating an account, accepting an order, starting a trial, completing checkout or using the Services, you agree to these terms. If you do not agree, do not use the Services.
If you accept these terms for a union, labour organization or other entity, you confirm that you have authority to bind that entity. If the Customer and UnionStack sign an order form, master services agreement, data processing agreement or other written agreement, that agreement controls where it expressly conflicts with these terms.
2. Important definitions
- "Authorized User" means a person the Customer permits to access the Services under its account.
- "Customer Data" means information, records, files and other content submitted to, stored in or generated through the Services for the Customer. Customer Data does not include UnionStack's software, documentation or de-identified information that cannot reasonably identify the Customer or an individual.
- "Documentation" means UnionStack's current user, implementation and developer documentation.
- "Order" means an order form, online checkout or other ordering document accepted by the Customer and UnionStack.
- "Subscription Term" means the monthly or annual period selected in an Order, including a renewal period.
3. Eligibility and authority
You must be at least 18 years old and able to enter a binding agreement to create an account in your own capacity. A Customer may maintain legitimate organizational records about people under 18 when it has the authority and lawful basis to do so. Those individuals do not become Authorized Users unless the Customer permits their access and applicable law allows it.
You may not use the Services if applicable law prohibits you from doing so. You are responsible for identifying laws, collective agreement requirements, retention rules and internal policies that apply to the Customer's use of the Services.
4. Public website and resources
Subject to these terms, UnionStack grants you a limited, revocable, non-exclusive and non-transferable licence to access the public website and to use its guides and resources for evaluation, education and the Customer's internal union operations. You may link to public pages and print reasonable copies for those purposes.
UnionStack owns or licenses the website, product, designs, text, graphics, software, trademarks and other materials that we provide. Except for the limited rights in these terms, no right, title or interest is transferred to you. Do not remove ownership notices or use UnionStack's marks in a way that suggests endorsement or affiliation without written permission.
5. Accounts and Customer administration
The Customer controls its account, Authorized Users, roles, permissions and organizational settings. The Customer is responsible for giving access only to appropriate people, reviewing access when duties change and removing access when it is no longer required.
Each Authorized User must provide accurate account information, keep credentials confidential and promptly report suspected unauthorized access. Accounts may not be shared between people. The Customer is responsible for activity performed through its accounts unless that activity results from UnionStack's failure to meet its obligations.
6. Trials, subscriptions and payment
Orders and currency
The Customer will pay the fees and applicable taxes shown in the Order or checkout. Unless an Order states otherwise, fees are in Canadian dollars and subscriptions are priced per user licence. The Customer authorizes UnionStack and its payment processor to charge the selected payment method. Payment-card information is handled by the payment processor and is not stored by UnionStack.
30-day trial
New Customers may begin with a 30-day free trial when that offer appears at signup. Checkout shows the selected billing frequency, licence quantity, price and taxes before confirmation. Unless the Customer cancels before the trial ends, the selected paid subscription begins when the trial expires and the payment method is charged. A trial may be limited to one per Customer and may end if it is used unlawfully or to avoid payment.
Monthly and annual billing
The Customer may select monthly or annual billing when both options are offered. Each subscription automatically renews for another period of the same length unless it is cancelled before renewal. An annual discount applies only when it is displayed in the Order or checkout. The current public offer is a 16% discount from twelve monthly payments, but the price confirmed in the Order or checkout controls.
Licence changes, cancellation and refunds
The secure billing portal or an Order will show when licence changes, cancellations and related charges take effect. Cancellation stops renewal and normally takes effect at the end of the current paid Subscription Term. Fees already paid are non-refundable except where required by law, stated in an Order or caused by UnionStack's uncured material breach.
UnionStack may change prices for a future renewal period by providing reasonable advance notice. A price change does not alter fees already paid for the current Subscription Term.
7. Customer Data
As between the parties, the Customer retains all right, title and interest in Customer Data. These terms do not give UnionStack a right to sell Customer Data, advertise with it or use it to market unrelated products.
The Customer grants UnionStack a limited, non-exclusive right to host, copy, transmit, display and otherwise process Customer Data only as needed to provide, secure, maintain and support the Services, comply with law and follow the Customer's documented instructions. This right ends when the relevant Customer Data is deleted from active systems, subject to reasonable backup cycles and legal retention duties.
The Customer is responsible for the accuracy and legality of Customer Data and for having the authority, notices, consents and other lawful basis needed to collect it and instruct UnionStack to process it. The Customer should configure access and retention to match its obligations and should avoid collecting information that is not reasonably needed.
8. Confidentiality
Each party may receive non-public information that a reasonable person would understand to be confidential. Customer Data is the Customer's confidential information. UnionStack's non-public product, security, technical and commercial information is UnionStack's confidential information.
The receiving party will use confidential information only to perform or receive the Services, protect it with reasonable care and disclose it only to personnel, professional advisers and service providers who need it and are bound to protect it. These duties do not apply to information that the receiving party can show was already lawfully known, becomes public without breach, is received lawfully without restriction or is independently developed without using the other party's information.
If law requires disclosure, the receiving party may disclose the required portion and, where legally permitted, will give prompt notice so the other party may seek protection.
9. Privacy and security
Our Privacy Policy explains how UnionStack handles personal information in the public website and Services. The Customer is responsible for its own privacy notices and decisions as the organization that collects and controls Customer Data. If the parties sign a data processing agreement, it forms part of their agreement and controls for the processing it covers.
UnionStack uses administrative, technical and physical safeguards designed for the nature of the Services and Customer Data. No system can guarantee absolute security. The Customer must use available access controls, protect credentials and notify UnionStack promptly of suspected unauthorized access. Current security information is available at unionstack.ca/security.
10. Integrations and third-party services
The Services may allow the Customer to connect optional third-party products or authorize data exchange with them. The Customer chooses and controls those connections. When the Customer enables an integration, it authorizes UnionStack to exchange the information reasonably required for that integration to operate.
Third-party products are governed by their own terms, privacy practices, availability and fees. UnionStack is not responsible for a third party's product or its handling of information outside UnionStack's control. An integration may change or become unavailable if the third party changes its product, access rules or service. UnionStack will not enable an optional integration on the Customer's behalf without authorization.
11. APIs, exports and automated access
Authorized Users may use documented APIs and exports that are available to the Customer's subscription and permissions. API credentials must be protected like account credentials. The Customer must follow the Documentation, respect reasonable technical limits and use exported information in accordance with law and its obligations to the people represented in the records.
Do not scrape the Services, bypass access controls, evade rate limits or use automated means against an undocumented interface without written permission. This restriction does not prohibit normal browser use, approved integrations, documented API access or exports supplied by the Services.
12. Acceptable use
The Customer and Authorized Users must not:
- use the Services for an unlawful purpose or to violate another person's rights;
- access an account, record, tenant, system or network without authorization;
- upload malicious code or knowingly interfere with the security, integrity or performance of the Services;
- probe or test vulnerabilities without UnionStack's prior written authorization;
- send spam, deceptive communications or content that is abusive, threatening, discriminatory or unlawfully harmful;
- reverse engineer, decompile or attempt to discover source code except to the limited extent applicable law does not allow this restriction;
- resell, sublicense or provide the Services to a third party unless an Order expressly permits it; or
- use the Services to build or train a competing product using UnionStack's non-public information.
13. Product rights and feedback
UnionStack and its licensors retain all rights in the Services, Documentation, underlying software, product improvements and usage information that does not identify the Customer or an individual. The Customer receives only the access rights stated in these terms and its Order.
If you choose to provide product ideas or feedback, UnionStack may use them without restriction or payment. Do not include Customer Data or other confidential information in feedback unless it is needed for a support request and clearly identified as confidential. UnionStack does not acquire ownership of Customer Data through this feedback provision.
14. Service operation and changes
UnionStack may maintain, improve and change the Services over time. We will use reasonable efforts to avoid materially reducing the core functionality of a paid subscription during its current Subscription Term and to provide reasonable notice when a planned change materially affects Customer use. Features that depend on configuration or third-party approval may not be available to every Customer.
The Services may be temporarily unavailable for maintenance, security work, third-party outages or events beyond reasonable control. Any specific service level, support response commitment or implementation obligation applies only if it is stated in an Order or other written agreement.
15. Suspension
UnionStack may suspend affected access when reasonably necessary to address a security risk, prevent material harm, comply with law, respond to prohibited use or address overdue undisputed fees. Where practical, UnionStack will provide notice, explain the reason and give the Customer an opportunity to correct the issue. A suspension will be limited in scope and duration where reasonably possible.
16. Term and termination
These terms apply while you use the public website or Services. A paid subscription continues through its Subscription Term unless ended under these terms or an Order. Either party may terminate for the other party's material breach if the breach is not corrected within 30 days after written notice. A party may terminate immediately if the other party becomes insolvent, ceases business or cannot lawfully perform the agreement.
When a subscription ends, Authorized Users lose access. The Customer should export required data before access ends. On request made before termination or promptly afterward, UnionStack will reasonably assist with a standard export if the data remains available and the request is authorized. Extended access, custom migration work or a specific post-termination availability period must be agreed in writing. UnionStack will then delete or de-identify Customer Data according to the Privacy Policy, applicable law, backup cycles and any agreed retention schedule.
Sections that by their nature should continue after termination will survive, including payment obligations, ownership, confidentiality, disclaimers, liability limits, dispute terms and obligations concerning Customer Data.
17. Warranties and disclaimers
Each party warrants that it has authority to enter this agreement. UnionStack warrants that it will provide the paid Services in a professional manner consistent with the Documentation. If the Customer reports a material failure of this warranty during the applicable Subscription Term, UnionStack will use reasonable efforts to correct it. If correction is not commercially reasonable, either party may end the affected Services and UnionStack will refund prepaid fees for the unused portion of the affected Subscription Term. This is the Customer's exclusive remedy for breach of this service warranty.
Except for the express warranties in these terms or an Order, and to the maximum extent permitted by law, the Services and public website are provided without other warranties, whether express, implied or statutory. UnionStack does not warrant uninterrupted or error-free operation, that every feature will meet every Customer requirement or that third-party services will remain available. UnionStack is a software provider and does not provide legal, labour-relations, accounting or financial advice. The Customer remains responsible for its decisions, deadlines and professional advice.
18. Limits of liability
To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special, exemplary or consequential damages, or for lost profits, revenue, goodwill or business opportunity, even if advised that those losses are possible. This exclusion does not apply to amounts payable to a third party under an indemnity in these terms.
To the maximum extent permitted by law, each party's total aggregate liability arising from or relating to the Services will not exceed the fees paid or payable by the Customer for the Services during the 12 months immediately before the event giving rise to the claim. This cap does not limit the Customer's payment obligations, either party's fraud or wilful misconduct, a party's infringement of the other party's intellectual property rights or liability that applicable law does not permit the parties to limit.
19. Third-party claims
The Customer will defend UnionStack against a third-party claim that Customer Data, or the Customer's use of the Services in breach of these terms, violates that third party's intellectual property or privacy rights, and will pay damages and reasonable costs finally awarded or agreed in settlement. This does not apply to the extent the claim results from UnionStack's breach of these terms.
UnionStack will defend the Customer against a third-party claim that the paid Services, when used as permitted, infringe a Canadian patent, copyright or trademark, and will pay damages and reasonable costs finally awarded or agreed in settlement. UnionStack may modify or replace the affected Services. If neither is commercially reasonable, UnionStack may end the affected Services and refund prepaid fees for the unused portion of the Subscription Term. This obligation does not apply to Customer Data, third-party products, Customer modifications, combinations not supplied by UnionStack or use after UnionStack has provided a non-infringing alternative.
The indemnified party must promptly notify the indemnifying party, give it control of the defence and settlement, and provide reasonable cooperation. A settlement may not admit fault by or impose a non-monetary obligation on the indemnified party without written consent.
20. Governing law and disputes
These terms are governed by the laws of Saskatchewan and the federal laws of Canada that apply there, without regard to conflict-of-law rules. Before starting formal proceedings, each party will give the other written notice of the dispute and allow at least 30 days for representatives with authority to resolve it to meet or communicate in good faith.
If the dispute is not resolved, the parties submit to the exclusive jurisdiction of the courts located in Saskatchewan. Either party may seek urgent injunctive or protective relief without completing the informal process. Nothing in this section limits a right or remedy that applicable law does not allow the parties to waive.
21. Changes to these terms
UnionStack may update these terms to reflect changes in law, security, business practices or the Services. We will update the date above and provide reasonable notice of a material change to paid Services through the account, email or another reasonable channel. A material change will normally apply at the Customer's next renewal unless an earlier date is required by law or needed to address an urgent security or abuse risk. Continued use after the effective date constitutes acceptance of the updated terms.
22. General terms
Electronic acceptance, notices and transactions may be used where permitted by law. Notices to UnionStack under these terms must be sent to legal@unionstack.ca. UnionStack may send notices to the Customer's account owner or billing contact.
Neither party may assign this agreement without the other's written consent, except to an affiliate or as part of a merger, reorganization, sale of substantially all assets or similar transaction, provided the assignee agrees to the obligations and is not a direct competitor of the other party.
Neither party is liable for delay caused by events beyond its reasonable control, except for payment obligations. A failure to enforce a term is not a waiver. If a provision is unenforceable, it will be limited to the minimum extent necessary and the remaining provisions will continue. The parties are independent contractors and these terms do not create an agency, partnership, employment or fiduciary relationship.
These terms, the Privacy Policy, each applicable Order and any other signed agreement referenced by the Order form the entire agreement about the Services. An Order controls over these terms for commercial details specific to that Order. A signed master services agreement or data processing agreement controls to the extent it expressly states that it overrides these terms.
23. Contact us
Questions or legal notices may be sent to legal@unionstack.ca or mailed to UnionStack Software Inc., 224 Eagle Place, Regina, Saskatchewan S4Y 1H4, Canada. Product and account support requests should be sent through the support channel available in the Services.