Terms of Service

• “Account” means the individual login and user profile you register to access the Service.
• “Workspace” means an organization or company environment within the Service in which jobs, records, and data are stored and shared among its members.
• “Workspace Owner” means the member who creates or is assigned ownership of a Workspace and who is responsible for its subscription, billing, membership, and configuration.
• “Authorized User” means any owner, admin, member, or other person the Workspace Owner or an admin invites to or permits to access a Workspace.
• “Customer Data” means all data, files, text, images, measurements, proposals, orders, invoices, contact records, messages, and other content that you or your Authorized Users submit to, generate in, or store in the Service.
• “Your Clients” means the homeowners, property owners, suppliers, and other third parties whose information you enter into or manage through the Service.
• “you” means the person who accepts these Terms and, where you use the Service on behalf of a business or other entity, that entity, which you represent you are authorized to bind.

Vertex CRM is a customer-relationship-management and job-management platform for roofing and related contractors. It provides tools to manage a pipeline of jobs, take roof measurements, build proposals and estimates, generate material and work orders, issue invoices, record payments and expenses, schedule work, communicate with a team, and store related files and records.

Vertex CRM is a software tool that you use to run your own business. We are not a party to, and have no responsibility for, any proposal, estimate, quote, contract, purchase order, invoice, transaction, job, or agreement that you create, send, receive, or perform using the Service, or for the underlying goods, services, workmanship, pricing, warranties, or obligations described in them. Any dispute between you and Your Clients, your suppliers, your employees or contractors, or any other third party is solely between those parties, and you release us from any claim arising out of such disputes.

Amounts, totals, taxes, margins, waste factors, measurements, and other figures the Service calculates or displays are provided for your convenience only. You are solely responsible for reviewing and verifying their accuracy before relying on them, sending them to Your Clients, or using them for any purpose.

You must be at least the age of majority in your jurisdiction and able to form a binding contract to use the Service. You agree to provide accurate, current, and complete information and to keep it up to date. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your Account, whether or not authorized by you. Notify us promptly of any unauthorized use or suspected security breach. We are not liable for any loss arising from your failure to safeguard your credentials.

The Workspace Owner is responsible for the Workspace, including its subscription and fees, its configuration, and the acts and omissions of its Authorized Users. Owners and admins may invite, remove, and change the roles of Authorized Users, may access, modify, and delete Customer Data within the Workspace, and may enable security settings such as required multi-factor authentication. As between Authorized Users, disputes over Workspace access, ownership, membership, or Customer Data are your responsibility to resolve; we may rely on the Workspace Owner’s and admins’ instructions and are not obligated to arbitrate such disputes.

The Service is offered on a subscription basis. Certain features require an active, paid subscription. Current pricing, seat tiers, and any trial terms are described on our website and within the Service and may change as described below.

• Free trial. We may offer a free trial period. Unless you cancel before the trial ends, your Workspace will convert to a paid subscription and you authorize us to charge the applicable fees. We may modify or discontinue trials at any time.
• Seats and recurring fees. Fees are generally charged per active member (seat) of a Workspace on a recurring (for example, monthly) basis, plus any applicable storage or usage charges. Adding members, increasing usage, or exceeding your included storage allowance may increase your fees, including the per-gigabyte storage-overage rate then in effect.
• Authorization to charge. You authorize us and our third-party payment processor to store your payment method and to automatically charge it, without further notice or authorization, for all recurring fees, usage charges, applicable taxes, and any other amounts you owe, until you cancel. You are responsible for keeping a valid payment method on file.
• Automatic renewal. Subscriptions renew automatically at the end of each billing period at the then-current rates unless cancelled beforehand through the Service.
• Taxes. Fees are exclusive of taxes. You are responsible for all sales, use, HST/GST, and other taxes (other than taxes on our net income) associated with your subscription.
• Price changes. We may change our fees and introduce new charges at any time. Changes to recurring fees will take effect at your next renewal following notice, which we may provide by email or within the Service. Your continued use after a price change takes effect constitutes acceptance of the new fees.
• No refunds. Except where required by law, all fees are non-refundable and are not prorated or credited, including for partial billing periods, unused seats, downgrades, storage, cancellations, or suspensions. Cancelling stops future charges; it does not refund amounts already paid.
• Late or failed payment. If a charge fails or an amount is past due, we may retry the charge, suspend or restrict your Workspace, downgrade features, and/or charge interest on overdue amounts to the maximum extent permitted by law, and you are responsible for our reasonable costs of collection.

As between you and us, you retain ownership of your Customer Data. You are solely responsible for your Customer Data and for your and your Authorized Users’ conduct on the Service. You represent and warrant that:

• You have all necessary rights, consents, and authority to submit your Customer Data to the Service and to grant us the license described below, and that doing so does not violate any law or the rights of any third party;
• You have collected and will handle the personal information of Your Clients and Authorized Users in compliance with all applicable privacy, consumer-protection, contract, tax, employment, and industry laws, and that you have provided any required notices and obtained any required consents;
• Where you use the Service to send emails, invitations, reminders, proposals, invoices, or other communications, you will comply with all applicable anti-spam and communications laws (including Canada's Anti-Spam Legislation, where applicable) and will only contact recipients you are entitled to contact;
• Your Customer Data and your use of the Service are accurate, lawful, and not infringing, defamatory, or otherwise objectionable; and
• You will maintain your own independent backups and records. You will not rely on the Service as your sole system of record for any Customer Data you cannot afford to lose.

You are responsible for determining the suitability of the Service for your business and for the results obtained through it. You are the issuer of, and are solely responsible for, every proposal, contract, purchase order, invoice, and receipt you create with the Service, and for your own tax collection, remittance, reporting, and record-keeping.

You grant us a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, process, display, back up, and otherwise use your Customer Data solely as necessary to provide, secure, maintain, troubleshoot, and improve the Service and related products, to prevent fraud and abuse, to comply with law, and to enforce these Terms. This license also extends to any third-party service providers we use to deliver the Service, and it survives only as needed to fulfill these purposes and our legal obligations.

We may generate and use aggregated, anonymized, or de-identified data derived from your use of the Service and from Customer Data, provided it does not identify you, your Workspace, or any individual, for any lawful business purpose, including operating, analyzing, benchmarking, and improving our products and developing new features. We own all such aggregated and de-identified data.

The Service is a business tool and does not provide legal, financial, tax, accounting, insurance, engineering, or other professional advice. Measurements, estimates, calculations, tax figures, profit numbers, templates, and document outputs are provided for convenience and may contain errors or omissions. You are responsible for independently verifying them and for obtaining your own professional advice before relying on them.

You are solely responsible for the content, accuracy, completeness, legality, and enforceability of every document, proposal, order, and invoice you create with the Service, and for your relationships and transactions with Your Clients, suppliers, employees, and contractors. We are not a broker, agent, contractor, accountant, or fiduciary, and we do not guarantee any business outcome, payment, or result.

You agree not to, and not to permit anyone to:

• Use the Service for any unlawful, fraudulent, deceptive, infringing, or unauthorized purpose, or in violation of any applicable law or third-party right;
• Upload or transmit any content that is unlawful, infringing, defamatory, malicious, harmful, or that contains viruses or harmful code, or store data you are not authorized to store;
• Access or use another user's Account, Workspace, or Customer Data without authorization, or impersonate any person or misrepresent your affiliation or authority;
• Interfere with, disrupt, probe, overload, or attempt to gain unauthorized access to the Service, its infrastructure, other users' data, or any related systems or networks;
• Circumvent or attempt to defeat any security, authentication, access-control, rate-limiting, seat-metering, storage-metering, or usage-measurement mechanism, or share a single seat among multiple individuals to avoid fees;
• Copy, resell, rent, lease, sublicense, distribute, reverse engineer, decompile, scrape, frame, mirror, or create derivative works from or competing products based on the Service, except to the limited extent this restriction is prohibited by applicable law;
• Use the Service to build a competing product or to benchmark it for a competitor; or
• Use the Service in any manner that could damage, disable, overburden, or impair it, or that violates these Terms.

We may, at any time and in our sole discretion, investigate suspected violations and take any action we deem appropriate, including removing content, and suspending, restricting, or terminating access — with or without notice — to protect the Service, our users, or any third party.

The Service relies on and integrates with third-party providers — for example, cloud hosting and database, authentication, payment processing, email delivery, mapping and geocoding, weather, and e-signature services — and may link to third-party websites and content. Your use of a third-party service may be governed by that provider’s own terms and privacy practices, and we are not responsible for, and disclaim all liability arising from, any third-party service, its availability, or its acts or omissions, including any failure, delay, data loss, or damage outside our reasonable control.

We strive to keep the Service available but do not guarantee that it will be uninterrupted, timely, secure, error-free, or free from data loss. The Service is not sold with, and we do not provide, any uptime commitment or service-level guarantee unless expressly agreed in a separate written agreement signed by us. We may perform maintenance, and may modify, add, suspend, degrade, or discontinue any feature or the Service as a whole, at any time, with or without notice, without liability to you.

Each Workspace includes a storage allowance; usage above it may incur storage-overage charges or, where applicable, be blocked or restricted until you reduce usage or upgrade. You are responsible for managing your storage and for the files you upload. We may set and enforce reasonable technical limits (for example, on file size, request rate, or total storage) and may change them.

You may cancel your subscription or delete your Account or Workspace at any time through the Service, subject to the no-refund provisions above. We may suspend, restrict, downgrade, or terminate your access to the Service or any Workspace, in whole or in part, at any time and in our sole discretion — including for non-payment, suspected violation of these Terms, risk to the Service or others, prolonged inactivity, or discontinuation of the Service — with or without notice and without liability.

Upon termination, your right to access the Service ends immediately. Sections that by their nature should survive termination — including those on fees owed, Customer Data license (as needed), disclaimers, limitation of liability, indemnification, data retention, and governing law — will survive.

You are solely responsible for exporting and retaining your own copies of your Customer Data. While your subscription is active, the Service provides tools to view and export certain records and documents; you should export anything you need on an ongoing basis.

Following cancellation, termination, non-payment, or account or Workspace deletion, we may deactivate access and may permanently delete your Customer Data at any time thereafter, without further notice and without obligation to retain, return, or provide it to you. We may also delete data associated with inactive or unpaid accounts. We are not liable for any Customer Data that is unavailable, deleted, corrupted, or lost, and you waive any claim arising from such loss. We may retain certain data as required by law or for legitimate business purposes such as fraud prevention, dispute resolution, and enforcement of these Terms, and may retain aggregated or de-identified data as described above.

The Service, including all software, designs, text, graphics, user interfaces, templates, the Vertex CRM name and logos, and all related intellectual property, is owned by us or our licensors and is protected by intellectual-property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes during your subscription. All rights not expressly granted are reserved.

If you provide us with any suggestions, ideas, feedback, or recommendations about the Service (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate the Feedback into our products and services without any obligation, attribution, or compensation to you.

THE SERVICE AND ALL RELATED SOFTWARE, DATA, CALCULATIONS, DOCUMENTS, AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. To the fullest extent permitted by law, we and our licensors and suppliers disclaim all warranties, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Service will meet your requirements, be available, uninterrupted, secure, or error-free, that defects will be corrected, that any calculation, measurement, or output is accurate, or that the Service or its servers are free of harmful components. You use the Service at your own risk. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above may not apply to you.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL Vertex CRM, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR COST OF SUBSTITUTE SERVICES, arising out of or relating to the Service, any Customer Data, any reliance on any calculation or output, any loss of or inability to access data, or these Terms, whether based in contract, tort (including negligence), strict liability, or any other theory, and whether or not we were advised of the possibility of such damages.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU ACTUALLY PAID US FOR THE SERVICE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED CANADIAN DOLLARS (CA$100). These limitations apply even if a remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you; in that case our liability is limited to the maximum extent permitted by law.

You agree to defend, indemnify, and hold harmless Vertex CRM, its affiliates, and their respective officers, directors, employees, agents, suppliers, and licensors from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with: (a) your Customer Data or any document, proposal, order, or invoice you create or send; (b) your or your Authorized Users’ use of or access to the Service; (c) your violation of these Terms or any applicable law (including privacy, tax, consumer-protection, and anti-spam laws); (d) your violation of the rights of any third party, including Your Clients; or (e) any dispute between you and Your Clients, suppliers, employees, contractors, or Authorized Users. We reserve the right to assume the exclusive defense of any matter subject to indemnification, at your expense, and you agree to cooperate with our defense.

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the Province of Ontario, Canada, without regard to conflict-of-laws principles. You agree to submit to the exclusive jurisdiction and venue of the courts located in the Province of Ontario, Canada for the resolution of any dispute not otherwise resolved informally.

Before commencing any formal proceeding, you agree to first contact us at support@ontarioroofers.org and make a good-faith effort to resolve the dispute informally. To the fullest extent permitted by law, any claim must be brought within one (1) year after it arises, or it is permanently barred, and you and we each waive any right to participate in a class, collective, or representative action or to have any dispute heard as one.

We may update these Terms from time to time. When we do, we will revise the “Last updated” date above and may provide additional notice by email or within the Service. Changes are effective when posted (or on a later stated date). Your continued access to or use of the Service after changes take effect constitutes your acceptance of the revised Terms. If you do not agree to the changes, you must stop using the Service and cancel your subscription.

• Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and us regarding the Service and supersede any prior agreements on that subject. Any additional terms you propose (for example, in a purchase order) are rejected and have no effect unless we expressly agree in a writing signed by us.
• Severability. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
• No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
• Assignment. You may not assign or transfer these Terms or your Account without our prior written consent. We may freely assign them, including in connection with a merger, acquisition, financing, or sale of assets.
• Force majeure. We are not liable for any delay or failure to perform due to causes beyond our reasonable control, including outages of third-party providers, network failures, and acts of God.
• Notices. We may provide notices to you by email or within the Service; you consent to receiving communications electronically.
• Relationship. The parties are independent contractors; nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
• Survival. Sections that by their nature should survive termination will survive.

Questions about these Terms can be sent to support@ontarioroofers.org, or to Vertex CRM, Ontario, Canada.