ProjectWatchPro End-User License Agreement (EULA)

Effective Date: December 03, 2025

IMPORTANT – READ CAREFULLY BEFORE USING: This End-User License Agreement ("EULA") forms a binding contract between you ("User," "you," or "your"—whether an individual, entity, or representative) and 1907793 Alberta Ltd. ("ProjectWatchPro," "we," "us," or "our"), an Alberta corporation located at Suite 126, 9768 170 Street, Edmonton, AB T5T 5L4, Canada. This EULA governs your access to and use of ProjectWatchPro's SaaS software, website (projectwatchpro.com), mobile apps, APIs, documentation, and services ("Software" or "Services").

This EULA incorporates our Terms of Service ("TOS"), Privacy Policy, Fair Use Policy, and Data Processing Addendum (collectively, the "Agreement"). By clicking "Accept," installing, accessing, or using the Software, you represent that you have authority to bind your entity and agree to the Agreement. If you lack such authority or disagree, do not use the Software. No payment or use confers ownership—only a revocable license.

Governing Law: This EULA is governed exclusively by the laws of Alberta and the federal laws of Canada applicable therein, without regard to conflicts principles or the UN Convention on Contracts for the International Sale of Goods. Any disputes shall be resolved solely through binding arbitration in Edmonton, Alberta, under the Arbitration Act (Alberta) and rules of ADR Institute of Canada (ADRIC), with one arbitrator. Class Action Waiver: To the fullest extent permitted by law, you and ProjectWatchPro waive any right to participate in class actions, collective actions, or representative proceedings. Claims must be brought individually. If this waiver is unenforceable, disputes shall proceed in Alberta Court of King's Bench in Edmonton (exclusive jurisdiction; you waive objections to venue). You agree to pay ProjectWatchPro's reasonable attorneys' fees if you challenge enforceability unsuccessfully.

1. Limited License Grant

Subject to your full, ongoing compliance with the Agreement and payment of all fees, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable, limited license for the Subscription Term to: (a) access and use the Software solely for your internal, non-commercial business purposes in project management; and (b) install one instance per licensed User on authorized devices.

Restrictions: You may not: (i) copy, modify, reverse-engineer, decompile, disassemble, or create derivatives; (ii) distribute, resell, lease, or sublicense; (iii) use for competitive analysis or benchmarking; (iv) remove notices; (v) automate access (e.g., bots, scrapers); or (vi) exceed User limits. Violations terminate the license automatically and may trigger claims under Alberta's Sale of Goods Act (SGA) or Copyright Act (RSC 1985, c C-42). We reserve all rights not expressly granted.

2. Ownership and Intellectual Property

ProjectWatchPro and its licensors retain all right, title, and interest in the Software, including all IP rights (copyrights, patents, trademarks, trade secrets). Your use does not transfer ownership. Feedback License: Any suggestions or feedback you provide is assigned to us royalty-free, worldwide, perpetual, irrevocable, and sublicensable for any purpose.

User Content: You retain ownership of "Content" (your inputs, uploads, outputs). By using the Services, you grant us (and subprocessors) a worldwide, perpetual, irrevocable, royalty-free, fully paid-up license to host, store, process, transmit, display, and use Content solely to provide/improve Services, comply with law, or enforce the Agreement. Post-termination, this license survives for archival/backup purposes (up to 90 days). You warrant Content does not infringe third-party rights and complies with laws (e.g., no malware under Criminal Code RSC 1985, c C-46).

3. Subscriptions, Fees, and Payments

Subscriptions auto-renew monthly/annually unless canceled (30 days' notice). Fees are non-refundable except as required by BPCPA. Late payments accrue 1.5% monthly interest. We may suspend for non-payment after 5 days' notice. Taxes (GST/HST) are your responsibility.

4. Termination and Suspension

By You: Cancel anytime via account settings; no refunds for partial periods.
By Us: We may suspend/terminate immediately without notice/liability for: (a) breach (with 10 days' cure notice for curable breaches); (b) non-payment; (c) excessive use; (d) law violation; or (e) at our discretion (30 days' notice).
Effects: Upon termination, cease use, destroy copies, and delete access. We may retain Content for 90 days for backups/compliance (PIPEDA Principle 4.9). No data export post-30 days unless requested (fee-based). Surviving provisions: Sections 2, 4, 5, 6, 7, 8, 9, 10, 11.

5. Confidentiality

Each party protects Confidential Information (Software, business data) with at least reasonable care (industry standard). Disclosure only to affiliates/agents needing access (bound similarly) or as required by law (prompt notice to other party). Term: 5 years post-termination. Remedies: Injunctive relief without bond; damages.

6. Data Protection and Privacy

As a PIPA/PIPEDA "service provider" (processor), we process personal information per your instructions and Privacy Policy. Mini-DPA: We implement safeguards (e.g., AES-256 encryption, access controls) commensurate with risks; notify breaches within 72 hours; allow audits (1/year, at your expense); use subprocessors only with notice/consent (e.g., AWS); enable data portability/deletion on request. You remain controller: ensure lawful basis (consent per PIPEDA s. 5.3), minimize collection, and indemnify us for your non-compliance. Cross-border transfers (e.g., US AWS) use Standard Contractual Clauses equivalent. No liability for your data inputs causing breaches.

7. Representations and Warranties; Disclaimers

Your Warranties: You have authority to enter the Agreement; will comply with laws (e.g., CASL for emails); Content is accurate/non-infringing.
Our Warranties: Services will materially conform to documentation for 30 days post-activation; we will use commercially reasonable efforts to maintain availability (99% uptime, excluding maintenance). For breach, sole remedy: re-performance or termination/refund (pro-rata).
Disclaimers: EXCEPT AS EXPRESSLY STATED, SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY ALBERTA LAW (INCLUDING BPCPA ss. 6-8 AND SGA ss. 13-20), WE DISCLAIM ALL WARRANTIES, EXPRESS/IMPLIED/STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR PURPOSE, NON-INFRINGEMENT, TITLE, AND COURSE OF DEALING. NO ORAL/PROMOTIONAL REPRESENTATIONS BIND US. WE DO NOT WARRANT INTEGRATIONS, THIRD-PARTY CONTENT, OR UNINTERRUPTED ACCESS. BPCPA RIGHTS (E.G., CANCELLATION) ARE NOT WAIVED BUT LIMITED TO EXPRESS REMEDIES.

8. Indemnification

Your Indemnity: You will defend/indemnify us (and affiliates) against all claims/damages/costs arising from: (a) your Content/use; (b) your breach; (c) IP/privacy violations. We control defense; you reimburse fees.
Our Indemnity: We will defend against third-party IP claims alleging Software infringement (Canada/Alberta only); sole remedy: procure alternative, modify, or refund fees. Exclusions: your modifications/use outside Agreement. Mutual but capped per Section 9. Survival: Perpetual.

9. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW (INCLUDING BPCPA AND PIPEDA), IN NO EVENT SHALL WE BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (E.G., LOST PROFITS, DATA LOSS, BUSINESS INTERRUPTION), EVEN IF ADVISED OF POSSIBILITY OR FROM GROSS NEGLIGENCE (EXCEPT INDEMNIFIED CLAIMS). OUR AGGREGATE LIABILITY SHALL NOT EXCEED FEES PAID IN 3 MONTHS PRECEDING CLAIM (MINIMUM $100 CAD). NO LIABILITY FOR THIRD-PARTY SERVICES/INTEGRATIONS. THIS ALLOCATION IS AN ESSENTIAL TERM; WITHOUT IT, FEES WOULD BE HIGHER. CARVE-OUT: UNLIMITED FOR GROSS NEGLIGENCE/WILLFUL MISCONDUCT IN INDEMNITY ONLY.

10. Third-Party Services

Services may integrate third-parties (e.g., AWS, Stripe). Your use is at your risk; we disclaim all liability. Review their terms; data shared is per your consent.

11. Export Controls and ComplianceYou comply with Canadian export laws (Export and Import Permits Act). Software may not be used in sanctioned jurisdictions.

12. MiscellaneousAssignment: We may assign; you may not without consent.
Force Majeure: No liability for delays beyond control (e.g., cyber-attacks, pandemics).
Severability: Invalid provisions severed; remainder enforceable.
Waiver: No waiver unless written.
Merger/Entire Agreement: Agreement supersedes priors; no parol evidence.
Notices: Email suffices.
Export/Audit: We may audit compliance (1/year).
Updates: We may amend; continued use accepts (30 days' notice for material changes).

Contact: [email protected] | +1-825-450-0054.

BY USING PROJECTWATCHPRO, YOU ACKNOWLEDGE REVIEWING, UNDERSTANDING, AND AGREEING TO THE AGREEMENT. IF DISPUTES ARISE, ARBITRATE INDIVIDUALLY IN ALBERTA.