Terms of Service

These Terms of Service (the "Terms") are a contract between you and astracoretech corp., a corporation incorporated under the Canada Business Corporations Act with its office in Ontario, Canada ("astracoretech corp.", "we", "us", "our"). They apply to every product, website, app, software, report and service we offer, now or in the future, including The Audit Guy, UrTimeSheet and FinSculp (each a "Product", together the "Services"), and to every quote, invoice, order and checkout we issue, including through Stripe.

By buying, subscribing, paying an invoice, creating an account or using any Service, you agree to these Terms. If you accept on behalf of a business or other organization, you confirm you are authorized to bind it, and "you" means that organization. If you do not agree, do not use the Services.

1. How these Terms fit together

• Master terms. Sections 1 to 22 apply to all Services.
• Product schedules. The schedules at the end of these Terms add terms for specific Products.
• Product-specific terms and policies. A Product may have its own terms of service, refund policy, privacy policy or other policies posted on its website or in its app ("Product Terms"). Product Terms form part of these Terms for that Product. If Product Terms conflict with these master terms, the Product Terms prevail for that Product only.
• Order of precedence. For any one Product, in case of conflict: (1) a signed written agreement between you and us that expressly overrides these Terms; (2) the Product Terms; (3) the product schedule below; (4) these master terms. A quote, invoice or checkout page sets the price, currency, quantity and billing period, but any other terms you include in a purchase order or similar document do not apply.

2. Definitions

• "Account": any account, login or workspace you hold for a Service.
• "Customer Data": data, content and files you or your users submit to a Service.
• "Fees": all amounts payable to us for the Services.
• "Order": any checkout, subscription, invoice, quote or other order for a Service that you accept or pay.
• "Our Materials": the Services and all our software, apps, websites, designs, methods, scoring, criteria, templates, report layouts, documentation, data models, know-how and improvements, and anything we develop in providing the Services.

3. Eligibility and accounts

You must be at least 18 and able to enter a binding contract. You are responsible for the accuracy of the information you give us, for keeping your login credentials confidential, and for all activity under your Account, including by any users you invite. Tell us promptly at info@astracoretech.com if you suspect unauthorized use.

4. Our control of the Services

The Services are ours, and we decide how they work. We may, at any time and in our discretion, add, change, limit or remove features, plans, prices for new Orders, integrations, content or availability, and we may suspend any Service, in whole or in part, for maintenance, security, legal reasons or any other business reason. We may discontinue a Product; where we discontinue a paid Product you have prepaid for, we will give reasonable notice where practical and refund the prepaid, unused portion of your current billing period, and that refund is your only remedy.

5. Prices, currency and taxes

• Prices are in US dollars (USD) or Canadian dollars (CAD), as shown on the checkout page, quote or invoice. The currency shown is the currency you will be charged in.
• We do not handle currency conversion. Any conversion, foreign transaction or bank fees charged by your bank or card issuer are your responsibility.
• Prices do not include taxes. You must pay all applicable sales, use, value-added and similar taxes, including GST/HST, which we charge where we are required to and show on the checkout page or invoice. Our GST/HST registration number is 727443020RT0001.
• Payments are processed by Stripe or another payment processor we choose. By paying, you also agree to the processor's applicable terms. We do not store your full card details.
• Invoices are due on the date stated on the invoice, or on receipt if none is stated. We may suspend Services for overdue amounts, and you are responsible for reasonable costs of collecting overdue amounts, to the extent the law allows.

6. Subscriptions, auto-renewal and cancellation

• Subscriptions renew automatically at the end of each billing period (for example, monthly or yearly) for the same period, at the then-current price, and the payment method on file is charged automatically until you cancel.
• The price, currency, billing frequency, automatic renewal and how to cancel are shown at checkout or on the invoice before you pay.
• You can cancel at any time through the Stripe customer portal (using the link we provide in your receipt, account or emails), through any cancellation option in the Product, or by emailing info@astracoretech.com. Cancellation stops future renewals. Your subscription stays active until the end of the period you have already paid for, unless the Product Terms say otherwise.
• We may change subscription prices by giving you at least 30 days' notice by email or in the Product. The new price applies from your next renewal after the notice period. If you do not agree, you can cancel before then.
• If a payment fails, we or Stripe may retry it. We may suspend or end a subscription if payment is not received.

7. Refunds

Refunds are governed by the refund policy of each Product, as posted on that Product's website or in its app. If a Product has no refund policy, all Fees are non-refundable and no refunds or credits are given, including for partial periods, unused features or downgrades, except where the law requires a refund or these Terms expressly provide one. Approved refunds are paid in the same currency and to the same payment method as the original charge. If you start a chargeback or payment dispute without first contacting us, we may suspend the related Services while it is resolved.

8. Free trials, free tools and beta features

Free trials, free tools, previews and beta features are provided as offered, may be changed or ended at any time, and may have limits. Unless you cancel before a paid trial converts, as shown at sign-up, it becomes a paid subscription. To the extent the law allows, we have no liability for free or beta features.

9. Acceptable use

You must not, and must not allow anyone else to:

• break any law, or infringe or misappropriate anyone's rights, including privacy and intellectual property rights;
• submit Customer Data, websites or personal information you do not have the right to submit;
• copy, modify, resell, sublicense, rent or commercially exploit the Services or Our Materials, except as these Terms allow;
• reverse engineer, decompile, scrape, probe, overload or interfere with the Services, or bypass any security, usage limit or access control;
• use the Services to build a competing product or service;
• upload malware or harmful code; or
• harass anyone or misuse information obtained through the Services.

10. Suspension and termination

We may suspend or terminate your access to any or all Services, immediately and without notice, if we reasonably believe you have broken these Terms, failed to pay, created risk or possible legal exposure for us or others, or are misusing the Services. To the extent the law allows, no refund is due on suspension or termination for these reasons. You may stop using a Service and cancel at any time as set out in Section 6. On termination, your right to use the affected Services ends. Sections 5, 7 and 11 to 22 survive termination.

11. Intellectual property

We and our licensors own Our Materials and all rights in them. Subject to these Terms and payment of Fees, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to use the Services and any deliverables we provide for your internal business purposes during your subscription or as stated in the Order. All rights not expressly granted are reserved. If you send us feedback or suggestions, we may use them freely without any obligation to you.

12. Customer Data

You keep your rights in Customer Data. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit and display Customer Data as needed to provide, secure, support and improve the Services and to comply with law. You are responsible for Customer Data, for having all rights, consents and notices required to submit it (including consents from your employees or other individuals whose personal information you submit), and for keeping your own backups. We may create and use de-identified, aggregated data derived from use of the Services for any lawful purpose. We may delete Customer Data after your Account or subscription ends, subject to the Product Terms and any retention period required by law. Our handling of personal information is described in the privacy policy of each Product.

13. Third-party services

The Services may rely on or link to third-party services, such as payment processors, hosting providers, app stores, mapping, email or integrations. We do not control them and are not responsible for them, and your use of them may be subject to their own terms.

14. No warranties

THE SERVICES, OUR MATERIALS AND ALL DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT THE LAW ALLOWS, WE DISCLAIM ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND AVAILABILITY. We do not promise that the Services will be uninterrupted, timely, secure or error-free, that data will not be lost, or that any result, outcome or conformity with any law or standard will be achieved. The Services do not provide legal, tax, accounting, financial, employment, payroll or other professional advice, and you are responsible for your own decisions and for getting professional advice where needed.

15. Limitation of liability

TO THE FULLEST EXTENT THE LAW ALLOWS:

• WE ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, RANKINGS, TRAFFIC OR WAGES, OR COST OF SUBSTITUTE SERVICES, ARISING FROM OR RELATED TO THE SERVICES OR THESE TERMS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF WE WERE TOLD THEY WERE POSSIBLE; AND
• OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICES OR THESE TERMS IS LIMITED TO THE GREATER OF (A) THE FEES YOU PAID US FOR THE SERVICE GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, AND (B) 100 IN THE CURRENCY OF THOSE FEES (CA$100 OR US$100; CA$100 IF NO FEES WERE PAID).

These limits apply even if a remedy fails of its essential purpose. The obligations in these Terms are those of astracoretech corp. only; no director, officer, shareholder, employee or contractor is personally liable or gives any personal guarantee.

16. Indemnity

You will defend, indemnify and hold harmless astracoretech corp. and its affiliates, directors, officers, shareholders, employees and contractors from and against all claims, demands, losses, damages, liabilities, fines, costs and expenses (including reasonable legal fees) arising from or related to: (a) your use of the Services; (b) Customer Data or any website, information or content you submit; (c) your breach of these Terms or of any law; or (d) any dispute between you and your employees, contractors, clients or other third parties.

17. Your non-waivable rights

Some laws, including consumer protection laws in some provinces, states and countries, give rights that cannot be waived, limited or excluded by contract. Nothing in these Terms limits those rights, and the disclaimers, limitations and exclusions in these Terms apply only to the extent the law allows. If a law requires that a limitation be lower or not apply, it applies to the maximum extent permitted.

18. Changes to these Terms

We may change these Terms at any time by posting the updated version with a new "Last updated" date. For material changes affecting active paid subscriptions, we will give at least 30 days' notice by email or in the Product before they take effect. If you keep using the Services after changes take effect, you accept them; if you do not agree, you must stop using the Services and cancel before then.

19. Assignment

We may assign, transfer or delegate these Terms or any of our rights and obligations, in whole or in part, without your consent or notice, including to an affiliate or as part of a merger, acquisition, reorganization or sale of assets or a Product. You may not assign or transfer these Terms without our prior written consent; any attempt to do so is void.

20. Governing law and courts

These Terms and any dispute arising from or related to them or the Services are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. You agree that the courts located in Toronto, Ontario have exclusive jurisdiction, and you submit to their jurisdiction, except where the law gives you a non-waivable right to bring a claim elsewhere. We may seek injunctive or other urgent relief in any court of competent jurisdiction.

21. General

• Entire agreement. These Terms, the Product Terms and the Orders are the entire agreement between you and us about the Services and replace any earlier understandings.
• Severability. If any part of these Terms is found unenforceable, it will be enforced to the maximum extent permitted and the rest still applies.
• No waiver. Our failure or delay in enforcing any right is not a waiver of it.
• Force majeure. We are not liable for any delay or failure caused by events beyond our reasonable control, including outages of hosting, internet or payment providers.
• Independent parties. No partnership, employment, agency or joint venture is created by these Terms.
• Notices. We may give notices by email to the address on your Account or Order, or within the Product. You must send notices to info@astracoretech.com.
• Language. The parties have requested that these Terms and related documents be drawn up in English. Les parties ont exigé que ces conditions et les documents connexes soient rédigés en anglais.

22. Contact

Schedule A: The Audit Guy

Applies to The Audit Guy at astracoretech.com/auditguy, including the one-time website audit PDF reports and the monthly plan with weekly reports.

• These Terms, the Privacy Policy and the Refund Policy apply to The Audit Guy as described in Section 1.
• You confirm you own, or are authorized by the owner to have checked, every website you submit. We review publicly available information only.
• Reports are prepared with the help of software and data tools and are informational only. They are not legal, accessibility, security, privacy or other professional advice, and we do not promise any ranking, traffic, leads, sales or result.
• The monthly plan auto-renews under Section 6 and is refundable only as set out in The Audit Guy's Refund Policy.

Schedule B: UrTimeSheet

Applies to UrTimeSheet at urtimesheet.com, including its web and mobile apps for timesheets, clock-in/clock-out, scheduling, location features and related reports.

• Any terms, refund policy and privacy policy posted at urtimesheet.com or in the app are its Product Terms and prevail for UrTimeSheet as described in Section 1.
• You, as the employer or account owner, are solely responsible for your use of UrTimeSheet in your workplace, including: complying with employment standards, payroll, record-keeping, privacy and workplace-monitoring laws; giving your workers any required notices (such as any electronic monitoring policy) and obtaining any required consents, including for location tracking; and the accuracy of hours, pay and records. You should review and verify all time records before relying on them for payroll or any other purpose.
• UrTimeSheet is a tool only. It does not provide payroll, legal or employment advice, and we are not responsible for wage, overtime, scheduling or other workplace claims.
• Subscriptions, including per-user or per-seat plans, auto-renew under Section 6. Unless the UrTimeSheet refund policy says otherwise, Fees are non-refundable except where the law requires.

Schedule C: FinSculp

Applies to FinSculp, our finance app, and its related websites and features.

• Any terms, refund policy and privacy policy posted on FinSculp's website or in the app are its Product Terms and prevail for FinSculp as described in Section 1.
• FinSculp is provided for informational and organizational purposes only. It does not provide financial, investment, tax, accounting or legal advice, and we are not a financial institution, adviser, dealer or broker. You are solely responsible for your financial decisions and should consult a qualified professional.
• Figures, calculations, projections, categorizations and any data imported from third parties may be incomplete, delayed or inaccurate, and you should verify them independently.
• Subscriptions auto-renew under Section 6. Unless the FinSculp refund policy says otherwise, Fees are non-refundable except where the law requires.

Schedule D: Future products and custom services

These Terms apply automatically to any new Product, service, consulting, development or custom work we offer after the date above. Any Product Terms, statement of work or Order for that offering prevail for it as described in Section 1. Unless otherwise stated in writing, custom deliverables are licensed to you under Section 11, and we retain ownership of Our Materials and any pre-existing or reusable components.