Terms & Conditions

Welcome to ProgramCA. These Terms and Conditions ("Terms") govern your access to and use of the ProgramCA website (programca.net) and all related services provided by ProgramCA Inc., a corporation registered in Ontario, Canada ("ProgramCA," "we," "our," or "us").

By accessing our website or engaging our services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our services.

1. Acceptance of Terms

1.1 Agreement to Terms

By accessing or using our website, requesting information, or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms, along with our Privacy Policy and any additional terms referenced herein.

1.2 Capacity to Contract

You represent that you are at least 18 years of age and have the legal capacity to enter into binding agreements. If you are entering into these Terms on behalf of a company or organization, you represent that you have the authority to bind that entity to these Terms.

1.3 Changes to Terms

We reserve the right to modify these Terms at any time. Material changes will be communicated through our website or by email to registered users. Continued use of our services after such changes constitutes acceptance of the modified Terms.

2. Description of Services

2.1 Services Offered

ProgramCA provides AI-powered software development services, including but not limited to:

• Custom AI application development
• Machine learning model development and deployment
• Legacy system modernization and AI integration
• Data analytics and business intelligence solutions
• AI strategy consulting
• Software maintenance and support services

2.2 Service Agreements

Specific services are provided pursuant to individual Service Agreements or Statements of Work ("SOW") that outline scope, deliverables, timelines, and pricing. In the event of a conflict between these Terms and a specific SOW, the SOW shall prevail for that particular engagement.

2.3 Service Modifications

We may modify, suspend, or discontinue any aspect of our services at any time. For ongoing projects, we will provide reasonable notice of any changes that materially affect deliverables.

3. User Responsibilities

3.1 Accurate Information

You agree to provide accurate, current, and complete information when registering for our services, submitting inquiries, or fulfilling your obligations under any SOW. You are responsible for updating your information as needed.

3.2 Cooperation

Successful completion of projects requires your cooperation. You agree to:

• Provide timely access to necessary systems, data, and personnel
• Respond to requests for information within reasonable timeframes
• Designate appropriate personnel to serve as project contacts
• Review and approve deliverables within agreed timeframes
• Fulfill any dependencies identified in the SOW

3.3 Prohibited Uses

You may not use our services or website to:

• Violate any applicable laws or regulations
• Infringe on intellectual property rights of others
• Transmit malicious code or interfere with our systems
• Attempt to gain unauthorized access to our systems
• Engage in fraudulent or deceptive practices
• Use our services for illegal or unethical purposes

4. Intellectual Property

4.1 Our Intellectual Property

All content on our website, including text, graphics, logos, images, software, and other materials, is owned by or licensed to ProgramCA and protected by copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, or create derivative works without our prior written consent.

4.2 Deliverables

Unless otherwise specified in the applicable SOW:

• Upon full payment, you receive ownership of custom code and materials developed specifically for your project
• We retain ownership of pre-existing tools, frameworks, libraries, and methodologies used in development
• You receive a non-exclusive, perpetual license to use any pre-existing components incorporated into deliverables

4.3 Your Intellectual Property

You retain ownership of all materials, data, and intellectual property you provide to us. You grant us a limited license to use such materials solely for the purpose of providing our services to you.

4.4 Feedback

Any feedback, suggestions, or ideas you provide about our services may be used by us without restriction or compensation to you.

5. Fees and Payment

5.1 Pricing

Fees for our services are specified in the applicable SOW or quotation. Prices are in Canadian dollars unless otherwise stated and do not include applicable taxes.

5.2 Payment Terms

Unless otherwise specified in the SOW:

• A deposit of 30% is required to commence work
• Progress payments are billed monthly based on work completed
• Final payment is due upon delivery of final deliverables
• Invoices are payable within 30 days of issue

5.3 Late Payments

Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. We may suspend services for accounts more than 30 days past due.

5.4 Expenses

Reasonable out-of-pocket expenses (travel, specialized software licenses, etc.) incurred at your request will be billed at cost plus 10% administrative fee, with prior approval for expenses exceeding $500.

6. Confidentiality

6.1 Definition

Confidential Information includes any non-public information disclosed by either party, including but not limited to business plans, technical data, trade secrets, customer information, and financial data.

6.2 Obligations

Both parties agree to:

• Protect Confidential Information with at least the same degree of care used to protect their own confidential information
• Use Confidential Information only for purposes related to the engagement
• Disclose Confidential Information only to employees or contractors who need to know
• Not disclose Confidential Information to third parties without prior written consent

6.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was known to the receiving party prior to disclosure
• Is independently developed without use of Confidential Information
• Is required to be disclosed by law (with notice where permitted)

7. Warranties and Disclaimers

7.1 Our Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner
• Deliverables will conform to specifications in the applicable SOW for 90 days following delivery
• We have the right to provide the services and grant the licenses described herein

7.2 Your Remedies

If deliverables do not conform to specifications during the warranty period, we will, at our option, repair or replace the non-conforming deliverable at no additional cost. This is your sole remedy for warranty claims.

7.3 Disclaimer

EXCEPT AS EXPRESSLY STATED HEREIN, OUR SERVICES AND WEBSITE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT OUR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

8. Limitation of Liability

8.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY WAS ADVISED OF THEIR POSSIBILITY.

8.2 Cap on Liability

OUR TOTAL LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR ANY SOW SHALL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) $50,000 CAD.

8.3 Exceptions

These limitations do not apply to:

• Breach of confidentiality obligations
• Infringement of intellectual property rights
• Your payment obligations
• Gross negligence or willful misconduct

9. Indemnification

9.1 Your Indemnification

You agree to indemnify and hold harmless ProgramCA and its officers, directors, employees, and agents from any claims, damages, losses, and expenses (including reasonable legal fees) arising from:

• Your breach of these Terms
• Your violation of any law or third-party rights
• Materials you provide that infringe third-party intellectual property
• Your use of deliverables in ways not contemplated by the SOW

9.2 Our Indemnification

We agree to indemnify and hold you harmless from claims that deliverables infringe third-party intellectual property rights, provided you notify us promptly of any such claim and give us control of the defense.

10. Term and Termination

10.1 Term

These Terms remain in effect while you use our website or services. Individual engagements are governed by the term specified in the applicable SOW.

10.2 Termination for Convenience

Either party may terminate a SOW with 30 days' written notice. Upon such termination, you shall pay for all work completed through the termination date.

10.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches these Terms or the SOW and fails to cure within 15 days of notice
• Becomes insolvent or files for bankruptcy
• Ceases to operate in the normal course of business

10.4 Effect of Termination

Upon termination:

• All licenses granted hereunder terminate, except licenses to paid-for deliverables
• Each party shall return or destroy Confidential Information of the other
• Sections 4, 6, 7, 8, 9, and 11-13 survive termination

11. Dispute Resolution

11.1 Informal Resolution

Before initiating formal proceedings, parties agree to attempt good-faith negotiation to resolve disputes. Either party may escalate unresolved matters to senior management.

11.2 Mediation

If negotiation fails, parties agree to participate in mediation before a mutually agreed mediator in Toronto, Ontario, before pursuing other remedies.

11.3 Governing Law and Jurisdiction

These Terms are governed by the laws of Ontario and the federal laws of Canada applicable therein. Any legal proceedings shall be brought in the courts of Ontario, and both parties consent to exclusive jurisdiction and venue in Toronto.

12. General Provisions

12.1 Entire Agreement

These Terms, together with applicable SOWs and our Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

12.2 Severability

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

12.3 Waiver

No waiver of any term shall be deemed a further or continuing waiver. Failure to enforce any provision shall not constitute a waiver of that provision.

12.4 Assignment

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

12.5 Force Majeure

Neither party shall be liable for delays caused by circumstances beyond reasonable control, including natural disasters, acts of government, war, terrorism, or widespread technology failures.

12.6 Notices

Notices under these Terms shall be sent to the addresses specified in the applicable SOW or to [email protected] for matters directed to us.

13. Contact Information

For questions about these Terms, please contact:

ProgramCA Inc.
150 King Street West, Suite 2100
Toronto, ON M5H 1J9, Canada
Email: [email protected]
Phone: +1 (416) 847-2953