Terms of Service

1. Definitions

In these Terms of Service ("Terms"), the following definitions apply:

• "Platform" refers to the OnboardReady/ClockReady software-as-a-service application, including all web interfaces, mobile applications, APIs, and related services.
• "Tenant" refers to the business entity, organization, or individual that subscribes to the Platform and creates an account to manage their workforce operations.
• "Tenant Admin" or "Admin" refers to authorized users with administrative access to the Tenant's Platform account.
• "Worker" refers to individuals whose information is entered into the Platform by a Tenant, including employees, contractors, candidates, and other personnel.
• "User" refers to any person accessing the Platform, including Tenant Admins and Workers.
• "Services" refers to all features and functionality provided through the Platform.
• "Content" refers to all data, text, files, documents, images, and other materials uploaded to or generated within the Platform.
• "AI Output" refers to content generated by artificial intelligence features within the Platform.
• "We," "Us," "Our" refers to the Platform operator and service provider.
• "You," "Your" refers to the Tenant and/or User, as applicable.

2. Platform Scope and Intended Use

2.1 What the Platform Provides

The Platform is a workforce operations tool designed to assist Tenants with:

• Employee and contractor onboarding workflows
• Time and attendance tracking (timeclock functionality)
• Work scheduling and shift management
• Job site and client management
• Operational instructions and job-specific guidance
• Internal team communications and messaging
• Document collection and dispatch
• Candidate tracking and recruitment workflows
• AI-assisted policy generation and operational recommendations

2.2 Explicit Exclusions - What the Platform Is NOT

The Platform is expressly NOT:

• A payroll processor or payroll service. The Platform does not calculate, process, or issue payroll payments. Time data may be exported for use in external payroll systems, but calculation and disbursement remain the Tenant's responsibility.
• An employer-of-record or co-employment arrangement. The Platform does not employ, co-employ, or joint-employ any Workers. All employment relationships exist solely between the Tenant and their Workers.
• A legal, tax, or compliance advisory service. The Platform does not provide legal advice, tax guidance, or compliance auditing. Tenants are solely responsible for ensuring their use of the Platform complies with applicable laws.
• An electronic medical records (EMR), personal health records (PHR), or clinical charting system. The Platform is not designed for storing, processing, or managing protected health information (PHI) or clinical documentation. Tenants must not use the Platform for such purposes.
• A healthcare scheduling or clinical workflow system. While the Platform may be used for general workforce scheduling in healthcare-adjacent industries, it is not intended for patient care coordination, clinical scheduling, or medical treatment planning.

2.3 Data Processing Relationship

The Platform processes information as directed by the Tenant. The Tenant determines what data to enter, which Workers to add, and how to configure operational workflows. We act as a service provider and data processor on behalf of the Tenant.

3. Account and Access

3.1 Tenant Account Responsibilities

Tenants are responsible for:

• Providing accurate and complete registration information
• Maintaining the security and confidentiality of account credentials
• Ensuring all authorized users understand and comply with these Terms
• Promptly notifying us of any unauthorized access or security breaches
• Managing user access permissions appropriately

3.2 Worker Accounts

Worker accounts are created and managed by Tenants. The Tenant is responsible for:

• Ensuring Workers are properly authorized to access the Platform
• Providing Workers with appropriate instructions on Platform use
• Maintaining accurate Worker information
• Removing access for Workers who are no longer authorized

Workers access the Platform under the Tenant's authority. The Tenant-Worker relationship is solely between the Tenant and Worker; we are not a party to any employment or engagement agreement.

3.3 Account Security

You are responsible for all activities that occur under your account credentials. You must maintain appropriate security controls within your account, including:

• Using strong, unique passwords
• Enabling available security features such as multi-factor authentication
• Restricting administrative access to authorized personnel only

We are not responsible for unauthorized access, data loss, or security incidents resulting from compromised credentials, phishing attacks, weak passwords, or Tenant misconfiguration.

4. Tenant Responsibilities

4.1 Legal Compliance

Tenants are solely responsible for ensuring their use of the Platform complies with all applicable laws, regulations, and contractual obligations, including but not limited to:

• Federal, state, and provincial labor and employment laws
• Wage and hour requirements, including minimum wage and overtime rules
• Worker classification (employee vs. independent contractor)
• Union agreements and collective bargaining obligations
• Employment Standards Act (ESA) requirements (Canada)
• Fair Labor Standards Act (FLSA) requirements (USA)
• State and local employment regulations
• Immigration and work authorization requirements
• Anti-discrimination and equal opportunity laws
• Occupational health and safety requirements

4.2 Worker Classification and Compensation

The Tenant is solely responsible for:

• Correctly classifying Workers as employees or independent contractors
• Determining and paying appropriate wages, overtime, and benefits
• Withholding and remitting applicable taxes
• Providing required disclosures and notices to Workers
• Maintaining required employment records

The Platform may provide tools to assist with tracking time and scheduling, but all employment decisions and compliance obligations remain with the Tenant.

4.3 Consent and Authority

Tenants warrant that they have:

• Proper legal authority to enter Worker information into the Platform
• Obtained necessary consents from Workers for data collection and processing
• Appropriate authorization to share operational instructions with Workers
• Complied with all applicable privacy and data protection requirements

4.4 Content Responsibility

Tenants are solely responsible for all Content they upload or enter into the Platform, including job descriptions, instructions, policies, and Worker information. Tenants warrant that such Content is accurate, lawful, and does not infringe third-party rights.

5. Data, Privacy, and Security

5.1 Data Controller and Processor Roles

For purposes of data protection laws:

• The Tenant is the data controller responsible for determining the purposes and means of processing personal data
• We act as a data processor/service provider processing data on behalf of the Tenant according to their instructions

Tenants remain responsible for determining the lawful basis for processing, obtaining required consents, establishing retention periods, and complying with all applicable privacy and employment laws.

5.2 Data Processing Limitations

Tenants must not input into the Platform:

• Data they lack legal authority to process
• Protected health information (PHI) subject to HIPAA or similar regulations
• Sensitive personal information beyond what is reasonably necessary for workforce operations
• Any data prohibited by applicable law from being processed in this manner

5.3 Data Minimization

Tenants should minimize the collection and storage of sensitive personal information. Only data reasonably necessary for workforce operations should be entered into the Platform.

5.4 Security Measures

We implement reasonable administrative, technical, and physical security measures to protect Platform data. However, no system is completely secure, and we cannot guarantee absolute security. Tenants acknowledge and accept this inherent limitation of internet-based services.

5.5 Security Incidents

A "Security Incident" means unauthorized access to or disclosure of Tenant data resulting from a breach of our systems.

In the event of a Security Incident affecting Tenant data, we will notify affected Tenants without undue delay and in accordance with applicable law, and will provide reasonable cooperation in addressing the incident.

5.6 Backups and Data Recovery

We may maintain backups and disaster recovery procedures for operational continuity. However, we do not guarantee that any specific data will be recoverable following deletion, corruption, or system failure. You are responsible for exporting and retaining copies of your data as appropriate for your business needs.

5.7 Data Processing Agreement

For Tenants requiring a formal Data Processing Agreement (DPA), please contact us to discuss your specific requirements.

6. Operational Instructions

6.1 Purpose of Instructions Feature

The Platform's instructions feature (formerly "job notes") is designed for:

• Sharing operational and safety guidance with Workers
• Communicating job site access information
• Providing shift-specific instructions
• Distributing general workplace procedures

6.2 Limitations

Instructions shared through the Platform:

• Are intended for operational guidance only
• Do not constitute legal, medical, or clinical documentation
• Are not intended to replace formal training, certifications, or required workplace postings
• Should not contain protected health information or clinical treatment notes

6.3 Tenant Responsibility

Tenants are solely responsible for:

• The accuracy and appropriateness of instructions shared with Workers
• Ensuring instructions comply with applicable safety regulations
• Maintaining formal records and documentation as required by law
• Providing required training and certifications through appropriate means

7. AI Features

7.1 Advisory Nature

Artificial intelligence features within the Platform, including policy generation, scheduling suggestions, and operational recommendations, produce outputs that are:

• Advisory only and intended to assist, not replace, human decision-making
• Not guaranteed to be accurate, complete, or suitable for any particular purpose
• Subject to the limitations of AI technology, including potential errors, biases, or outdated information

7.2 Required Human Review

Tenants must review all AI-generated content before use. AI outputs should be verified against applicable laws, regulations, and best practices. Tenants should not rely on AI outputs without appropriate human oversight.

7.3 AI Data Restrictions

Tenants must not submit sensitive personal information, protected health information, or other regulated data into AI-powered features. AI outputs are provided for assistance only and must be reviewed by authorized human users prior to use.

7.4 No Autonomous Decisions

AI features do not autonomously:

• Make hiring, firing, or disciplinary decisions
• Create legally binding obligations
• Ensure legal compliance
• Override Tenant or Admin decisions

All significant decisions remain with authorized human users.

8. Acceptable Use and Prohibited Activities

8.1 Acceptable Use

You agree to use the Platform only for lawful purposes consistent with these Terms and applicable law.

8.2 Prohibited Activities

You may not:

• Use the Platform for any illegal purpose or in violation of any laws
• Store, process, or transmit data that you do not have the right to use
• Upload malware, viruses, or malicious code
• Attempt to gain unauthorized access to any systems or data
• Interfere with the Platform's operation or other users' access
• Harass, threaten, or discriminate against any person
• Use the Platform to facilitate fraud, money laundering, or other financial crimes
• Reverse engineer, decompile, or attempt to extract source code
• Resell, sublicense, or transfer access without authorization
• Circumvent usage limits, authentication, or security measures
• Use the Platform in any manner that could damage our reputation or goodwill

8.3 Enforcement

We may suspend or terminate access for violations of these Terms, with or without notice depending on the severity of the violation.

9. Third-Party Services

9.1 Integrated Services

The Platform integrates with third-party services, which may include:

• Google Maps Platform (mapping and location services)
• Push notification services (Firebase Cloud Messaging, Web Push)
• Cloud storage providers (Supabase Storage, AWS S3)
• Payment processors (Stripe)
• Communication services (Twilio, email providers)
• AI services (OpenAI)

9.2 Third-Party Terms

Your use of third-party services is subject to their respective terms of service and privacy policies. We are not responsible for third-party services' availability, functionality, or handling of your data.

9.3 Service Availability

Third-party service outages or changes may affect Platform functionality. We will make reasonable efforts to address such issues but cannot guarantee uninterrupted access to third-party integrations.

10. Service Availability and Changes

10.1 Availability

We strive to maintain Platform availability but do not guarantee uninterrupted access. The Platform may be unavailable due to:

• Scheduled maintenance
• Unscheduled maintenance for critical issues
• Technical failures or outages
• External factors beyond our control

10.2 Changes to Services

We may modify, update, or discontinue Platform features at any time. We will provide reasonable notice of material changes when practicable. Continued use of the Platform following changes constitutes acceptance of the modified Services.

10.3 Data Export

We will provide reasonable opportunity to export Tenant data before any discontinuation of Services.

11. Fees and Billing

11.1 Subscription and Credit-Based Pricing

Platform access may require payment of subscription fees, credits, or other charges as specified in your account or order form.

11.2 Payment Terms

Fees are due as specified in your subscription agreement. Failure to pay may result in service suspension or termination.

11.3 Taxes

Fees do not include applicable taxes, which are your responsibility.

11.4 Refunds

Refund policies are specified in your subscription agreement. Contact us with refund requests for consideration.

11.5 Price Changes

We may change pricing with reasonable advance notice. Price changes take effect at the start of your next billing period unless otherwise specified.

12. Disclaimers

12.1 "As Is" Provision

THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

12.2 No Compliance Guarantees

WE DO NOT WARRANT THAT USE OF THE PLATFORM WILL ENSURE COMPLIANCE WITH ANY LAWS, REGULATIONS, OR REQUIREMENTS. COMPLIANCE OBLIGATIONS REMAIN SOLELY WITH THE TENANT.

12.3 No Guarantee of Results

WE DO NOT GUARANTEE ANY PARTICULAR OUTCOMES, RESULTS, OR BENEFITS FROM USING THE PLATFORM.

12.4 Accuracy of Information

WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE PLATFORM, INCLUDING AI-GENERATED CONTENT.

13. Limitation of Liability

13.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR:

• Loss of profits, revenue, or business opportunities
• Loss of data or data corruption
• Business interruption
• Loss of goodwill or reputation
• Employment-related claims or disputes
• Regulatory fines or penalties
• Any other intangible losses

ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100 USD).

13.3 Essential Basis

THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND REFLECT A REASONABLE ALLOCATION OF RISK. THE PLATFORM WOULD NOT BE PROVIDED WITHOUT THESE LIMITATIONS.

13.4 Jurisdictional Limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, THE LIMITATIONS ABOVE SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

14. Indemnification

14.1 Tenant Indemnification

Tenants agree to indemnify, defend, and hold harmless us and our officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Tenant Content or data entered into the Platform
• Tenant's violation of these Terms
• Tenant's violation of any applicable law or regulation
• Any employment-related claims, disputes, or litigation involving Workers
• Worker classification disputes or misclassification claims
• Wage and hour claims or labor law violations
• Privacy violations arising from Tenant's data practices
• Any claims by third parties related to Tenant's use of the Platform
• Tenant's failure to obtain required consents or authorizations

14.2 Procedure

We will provide prompt notice of any claim and reasonably cooperate in defense. Tenant shall not settle any claim without our prior written consent if the settlement would impose obligations on us or admit liability on our behalf.

15. Termination

15.1 Termination for Convenience

Either party may terminate the subscription upon written notice as specified in the applicable subscription agreement.

15.2 Termination for Breach

We may suspend or terminate your access immediately if you materially breach these Terms, fail to pay fees when due, or engage in conduct that we reasonably believe harms us or other users.

15.3 Effect of Termination

Upon termination:

• Your right to access the Platform ceases
• You remain responsible for any outstanding fees
• Provisions that by their nature should survive (including disclaimers, limitations of liability, and indemnification) shall survive termination

15.4 Data Export

Upon termination, we will provide reasonable opportunity (typically 30 days) to export your data. After this period, we may delete your data in accordance with our data retention policies.

16. Governing Law and Dispute Resolution

16.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to conflict of law principles.

16.2 Venue

Any disputes arising under these Terms shall be resolved exclusively in the courts located in Toronto, Ontario, Canada, and you consent to personal jurisdiction in such courts.

16.3 Alternative Dispute Resolution

Before initiating formal legal proceedings, the parties agree to attempt to resolve disputes through good faith negotiation. Either party may propose mediation as an alternative.

17. Changes to Terms

17.1 Modifications

We may modify these Terms from time to time. Changes will be identified by updating the "Version" and "Last Updated" date at the top of this document.

17.2 Notice

For material changes, we will provide notice through the Platform or via email to Tenant Admins. Minor clarifications may be made without advance notice.

17.3 Acceptance of Changes

Continued use of the Platform after changes become effective constitutes acceptance of the modified Terms. For material changes, we may require explicit acceptance before continued use.

17.4 Rejection of Changes

If you do not agree to modified Terms, you must stop using the Platform and may terminate your subscription according to the applicable termination provisions.

18. General Provisions

18.1 Entire Agreement

These Terms, together with any applicable subscription agreement and our Privacy Policy, constitute the entire agreement between you and us regarding the Platform.

18.2 Severability

If any provision of these Terms is found unenforceable, the remaining provisions shall continue in full force and effect.

18.3 Waiver

Our failure to enforce any right or provision shall not constitute a waiver of such right or provision.

18.4 Assignment

You may not assign these Terms without our written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.

18.5 No Agency

Nothing in these Terms creates any agency, partnership, or joint venture between the parties.

19. Platform Operator

The Platform is operated by OnboardReady / ClockReady, based in Toronto, Ontario, Canada.

20. Contact Information

For questions about these Terms or the Platform:

Email: legal@onboardready.com

Address: Toronto, Ontario, Canada

For support inquiries, please use the in-app support channels or contact your account representative.