Terms of Service

These Terms of Service are a draft provided for general information. They are not a substitute for legal advice. WhiteHat Software recommends that you consult with a qualified attorney to ensure these terms are appropriate for your jurisdiction and circumstances.

1. Acceptance of terms

By accessing and using the WhiteHat Software website (whitehatsoftware.com), submitting a quotation request, using our Quote API, or engaging our services, you agree to be bound by these Terms of Service and our Privacy Policy. If you do not agree to these terms, do not use our website or services.

2. Services provided

WhiteHat Software Inc. ("we," "us," "our," or "WhiteHat") is a boutique software engineering and efficiency consulting firm based in British Columbia, Canada. We provide:

• Custom software development and engineering services
• Legacy system modernization and optimization
• Efficiency consulting and process improvement
• Dashboard development and data visualization
• Artificial intelligence integration and advisory
• Free consultation and quotation services

Future services may include SaaS products and APIs, which will be governed by supplementary terms and service-level agreements.

3. Use of our website

3.1 Limited license

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use our website for lawful purposes. This license does not grant you the right to:

• Copy, reproduce, or redistribute our website or its content without permission
• Modify, translate, adapt, or create derivative works based on our website
• Reverse-engineer, decompile, or attempt to discover the source code or underlying technology
• Remove, alter, or obscure any copyright, trademark, or proprietary notice
• Use automated tools (bots, scrapers, crawlers) except search engines following our robots.txt

3.2 Intellectual property rights

All content on our website—including text, graphics, logos, images, videos, and design—is the exclusive property of WhiteHat Software or our licensors. Copyright and all other intellectual property rights are reserved. Unless expressly stated, nothing on our website grants you any right to use our intellectual property.

3.3 User conduct

You agree not to use our website in any way that:

• Violates any applicable law, regulation, or third-party right
• Is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene, or otherwise offensive
• Harasses, harms, or endangers any person or group
• Transmits viruses, malware, spyware, or any harmful code
• Impersonates any person or entity or falsely represents your identity or affiliation
• Interferes with the operation or security of our website or services
• Attempts to gain unauthorized access to our systems, networks, or data
• Spam, flood, or overwhelm our systems with requests
• Violates our Acceptable Use Policy

4. Quotation requests and consultations

4.1 No obligation to provide quotes

Submitting a quotation request or consultation form does not create a binding agreement between us. We may accept or decline any request at our sole discretion. A quotation is an invitation for negotiation, not an offer to contract, unless explicitly stated otherwise in writing.

4.2 Accuracy of information

You agree to provide accurate, complete, and current information in any quotation or consultation request. You are responsible for any errors, omissions, or misrepresentations in the information you provide.

4.3 Confidentiality of project information

Information you share in quotation requests will be treated as confidential and used solely for the purpose of assessing fit and preparing a quotation. We will not share your project details with third parties without your consent, except as necessary to provide our services or as required by law. For more details, see our Privacy Policy.

5. Service agreements and contracts

5.1 Separate agreement required

If we agree to provide services beyond a free consultation, a separate written service agreement, statement of work, or contract will be executed. This agreement will specify the scope, timeline, fees, payment terms, and other terms governing the engagement. In the event of conflict between this Terms of Service and a service agreement, the service agreement controls.

5.2 Your responsibilities

When you engage us for services, you agree to:

• Provide timely, accurate information and access needed to complete the project
• Make decisions and provide approvals on the timeline we agree to
• Ensure you have authority to enter into the agreement and own or control any materials you provide
• Comply with all applicable laws in providing information and materials to us
• Maintain the confidentiality of our work product and methodologies during and after the engagement (as agreed in the service agreement)

5.3 Payment terms

Payment terms will be specified in the service agreement or invoice. Unless otherwise stated, invoices are due within 30 days of issue. Late payments may accrue interest at 1.5% per month (18% annually) or the maximum rate allowed by law, whichever is lower. We reserve the right to suspend services or terminate the engagement if payment is not received by the due date.

6. Intellectual property ownership

6.1 Your materials

You retain all rights to materials, data, content, and information you provide to us ("Your Materials"). You grant us a limited license to use Your Materials solely to provide the services specified in our agreement.

6.2 Deliverables

Unless otherwise agreed in writing:

• Code and custom deliverables are transferred to you upon payment in full. You own the code we write for you.
• Documentation, processes, and methodologies we develop as part of your project are yours to use and modify.
• Pre-existing tools, frameworks, and open-source components remain governed by their original licenses. We will provide a list of dependencies and their licenses.

6.3 Our intellectual property

We retain all rights to our pre-existing methodologies, tools, templates, frameworks, and general concepts developed independently of your project. You may use such tools as part of your deliverables, but may not claim ownership of or resell them.

7. Limitations of liability

7.1 Disclaimer of warranties

Our website and services are provided "AS IS" and "AS AVAILABLE" without warranty of any kind. We disclaim all warranties, express or implied, including:

• Merchantability or fitness for a particular purpose
• Non-infringement of third-party rights
• Uninterrupted, error-free, or secure access
• Accuracy or reliability of content or services

We do not warrant that defects will be corrected or that our website or services will be compatible with your equipment or software.

7.2 Limitation of liability

To the maximum extent permitted by law, neither WhiteHat Software nor its officers, directors, employees, or agents shall be liable for:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of revenue, profit, data, business opportunity, or goodwill
• Cost of substitute goods or services

Even if advised of the possibility of such damages. This applies whether the claim is based on contract, tort, negligence, strict liability, or any other theory.

7.3 Cap on liability

Our total aggregate liability to you for all claims arising from these Terms of Service or your use of our website shall not exceed the lesser of: (a) the total amount paid by you to WhiteHat in the 12 months preceding the claim, or (b) $500 CAD. If no payment has been made, liability is capped at $100 CAD.

7.4 Exceptions

These limitations do not apply to: (a) gross negligence or willful misconduct, (b) breaches of confidentiality obligations, (c) infringement of intellectual property rights, or (d) any liability that cannot be limited by law.

8. Indemnification

You agree to defend, indemnify, and hold harmless WhiteHat Software and its officers, directors, employees, agents, and contractors from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your use or misuse of our website or services
• Your violation of these Terms of Service
• Your violation of any law or third-party right
• Your materials or content, including claims of infringement or defamation
• Your breach of any representation or warranty

9. Availability and interruptions

We make reasonable efforts to maintain uninterrupted access to our website. However, we do not guarantee continuous availability. We may perform maintenance, updates, or repairs that may temporarily interrupt service. We are not liable for any downtime, data loss, or other issues resulting from:

• Scheduled maintenance or updates
• Third-party service failures (e.g., internet outages, hosting provider issues)
• Denial-of-service attacks or malicious activity beyond our reasonable control
• Acts of God, natural disasters, or unforeseen circumstances

10. Third-party links and services

Our website may contain links to third-party websites, applications, and services. We do not endorse, control, or assume responsibility for the content, accuracy, or practices of these external sites. Your access to and use of third-party services is subject to their terms and privacy policies. We are not liable for any damage or loss caused by third-party services.

11. Termination

11.1 Termination of access

We may suspend or terminate your access to our website at any time, for any reason, without notice, including if:

• You violate these Terms of Service or our Acceptable Use Policy
• Your use interferes with our operations or others' use
• We cease offering the service

11.2 Effect of termination

Upon termination, your right to use our website immediately ceases. We are not liable for any loss resulting from termination. Provisions that by their nature survive termination (e.g., intellectual property, limitation of liability, confidentiality) will continue in effect.

12. Confidentiality

Subject to our Privacy Policy, any information you share with us outside the quotation form is treated as confidential and will not be disclosed to third parties without your consent, except as required by law or to deliver our services.

13. Governing law and jurisdiction

These Terms of Service are governed by and construed in accordance with the laws of British Columbia, Canada, without regard to its conflict of law principles. You irrevocably submit to the exclusive jurisdiction of the courts of British Columbia for any disputes arising from these terms or your use of our website.

14. Dispute resolution

14.1 Informal resolution

Before pursuing formal legal action, you agree to contact us and attempt to resolve disputes informally. Contact us at hello@whitehatsoftware.com with a detailed description of the issue.

14.2 Mediation

If informal resolution fails, you and we agree to attempt to resolve the dispute through mediation before pursuing litigation. Mediation shall be conducted in British Columbia and governed by the Mediation and Arbitration Act.

14.3 Litigation

If mediation fails, either party may pursue litigation in the courts of British Columbia. You waive any objection to venue or jurisdiction in British Columbia courts.

15. Severability

If any provision of these Terms of Service is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be severed, and the remaining provisions will continue in full force and effect to the maximum extent permitted by law.

16. Entire agreement

These Terms of Service, together with our Privacy Policy, Cookie Policy, and any service agreement executed with us, constitute the entire agreement between you and WhiteHat Software regarding your use of our website and services. They supersede all prior agreements and understandings, whether written or oral.

17. Changes to terms

We may update these Terms of Service at any time by posting the updated version on our website with a new "Last updated" date. Your continued use of our website after any changes constitutes acceptance of the revised terms. We recommend reviewing these terms periodically.

18. Contact us

If you have questions about these Terms of Service, please contact us:

Disclaimer: These Terms of Service are a draft provided for general information and are not a substitute for legal advice. We strongly recommend consulting with a qualified attorney to ensure these terms are appropriate for your circumstances and jurisdiction. Laws vary by location, and these terms may need adjustment based on your specific business model and legal requirements.