Who this agreement is with

OpSaber is provided by 2350516 Alberta Ltd. ("OpSaber", "we", "us"), a company incorporated in Alberta, Canada. These terms are an agreement between us and the business that subscribes to OpSaber ("you", "the customer"). The person who accepts them on the business's behalf confirms they have the authority to do so.

The agreement is made up of these terms, the order or quote we agree with you (the "order"), which sets the subscription, the fees and the subscription period, and our privacy policy. If the order and these terms disagree, the order wins for that subscription. Terms in your own purchase order or paperwork do not apply unless we both sign them.

OpSaber is a service for businesses. It is not offered to consumers.

The service and your workspace

OpSaber is a hosted business application. Each customer gets its own workspace, reached at its own address (yourcompany.opsaber.com). For the subscription period we give you the right to use OpSaber in your workspace for your own business, for the number of users and the features in your order.

We may improve and change OpSaber over time. We will not materially reduce the overall functionality of what you subscribed to during a subscription period you have paid for. If we do, tell us: we will restore it within 45 days, and if we cannot, you may end the affected subscription and we will refund the fees you prepaid for the time left.

Features we mark as a preview, beta or trial, and any trial environment, are provided as they are, without the commitments in these terms, and may change or end at any time.

Accounts and acceptable use

You decide who in your business gets a login and what each role can do. You are responsible for what happens under your users' accounts, for keeping sign-in details private and for telling us promptly if you believe an account has been misused. Each login is for one person.

You agree not to, and not to let anyone else:

use OpSaber to break the law, including privacy, anti-spam and consumer protection law, or to infringe anyone's rights;
upload anything malicious, or content you have no right to store or share;
try to reach another customer's workspace, get around security or usage limits, or test OpSaber's security without our written permission;
copy, resell, sublicense or rent OpSaber, or reverse engineer it except where the law allows it;
overload or disrupt the service, or use automated tools on it beyond the normal use of its features;
use OpSaber to build a competing product.

Do not store card numbers in OpSaber; payments go through the payment provider (see Integrations). Information your staff and customers trust you with, such as health or government identity details, should be kept only where you have a lawful reason and in the fields meant for it.

We may suspend access if fees are more than 30 days overdue, if these rules are broken, or if use of your workspace threatens the security or operation of OpSaber or other customers. We will tell you first where we can, keep the suspension to what is needed and restore access once the issue is resolved.

Fees and billing

You pay the fees in your order, in Canadian dollars unless the order says otherwise. Applicable taxes, such as GST, are added to the fees; we pay our own income taxes. Unless the order says otherwise, we invoice in advance for each billing period and invoices are due within 30 days.

If you dispute an invoice in good faith, tell us before it is due and pay the part you do not dispute; we will both work to resolve it within 15 days. Fees are not refundable except where these terms say so.

Unless the order says otherwise, a subscription renews for the same period when it ends, unless either of us gives notice at least 30 days before. We tell you about a change in fees at least 30 days before the renewal it applies to.

Your data

You own your data. Everything your business enters or uploads into its workspace (your customers, staff, jobs, quotes, invoices, documents and the rest) belongs to you. You give us only the right to host, process and copy it as needed to provide, secure and support OpSaber for you, and to meet the law. We do not sell it, use it for advertising or use it to train AI models. How we handle personal information is set out in our privacy policy, and how we protect it on our security page.

You are responsible for having the right to put your data into OpSaber, including any notice or consent your own staff and customers are owed under privacy law.

We may use information about how the service is used (such as counts, timings and errors, aggregated and not identifying you, your users or your customers) to run and improve OpSaber. If you send us suggestions, we may use them freely.

Export and exit. You can export your data at any time. If you leave, we return your data and remove it on a schedule agreed in writing.

Confidentiality

Each of us will keep the other's non-public business information confidential, use it only for this agreement and share it only with people who need it for this agreement and are bound to keep it confidential. This does not cover information that is public, was already known, is developed independently or is received lawfully from someone else. Either of us may disclose information where the law requires it, giving the other notice first where the law allows.

Third-party integrations

OpSaber can connect to services run by other companies, such as Google (Google Calendar), Stripe (online payments) and Intuit QuickBooks Online (accounting). Each connection is optional and is turned on by you or your users. Your use of those services is governed by your own agreement with the company that runs them, not by these terms. When you connect one, you tell us to exchange the data the connection needs with it.

We are not responsible for those services, for changes their providers make, or for the information they hold. If a provider changes or withdraws something a connection depends on, we may have to change or stop the connection.

Availability and support

We work to keep OpSaber available at all times, apart from planned maintenance, which we schedule outside normal working hours where we can and announce in advance when it is significant. Support is provided through our contact form: a person reads every message and replies within one business day. Your order may set a different level of service.

Neither of us is responsible for a delay or failure caused by events beyond reasonable control, such as a natural disaster, a widespread internet or power failure or an outage at a major cloud provider, except for paying fees that are due. If such an event stops OpSaber for more than 30 days in a row, either of us may end the agreement and we will refund the fees you prepaid for the time left.

Warranties

Each of us confirms that it has the right to enter into this agreement and will comply with the laws that apply to it in doing so. You confirm that you have the rights needed for the data you put into OpSaber.

Apart from what these terms say, OpSaber is provided as it is. To the extent the law allows, we give no other warranties or conditions, express or implied, including about merchantability, fitness for a particular purpose or that OpSaber will be free of errors or interruptions. OpSaber is a tool: decisions you make with it, and the figures you send to your customers and to tax authorities, remain your responsibility.

Limitation of liability

To the extent the law allows:

neither of us is liable to the other for lost profits, revenue or business, or for indirect, special, incidental or consequential damages, even if told they were possible;
each party's total liability under this agreement is limited to the fees you paid or owed to us in the 12 months before the event that gave rise to the claim.

These limits do not apply to your obligation to pay fees, to a breach of the acceptable use rules, or to liability caused by gross negligence, wilful misconduct or fraud, or that the law does not allow to be limited.

Claims from others

We will defend you against a claim by someone else that OpSaber, as we provide it, infringes their intellectual property rights, and pay what a court awards or we agree in a settlement. If such a claim seems likely, we may change OpSaber so it no longer infringes, get the rights for you to keep using it, or end the affected subscription and refund the fees you prepaid for the time left. This does not cover claims caused by your data, by changes not made by us, by combining OpSaber with things we did not provide, or by use against these terms. You will defend us in the same way against a claim by someone else arising from your data or your breach of the acceptable use rules. The party asking for a defence must tell the other promptly, let it control the defence and settlement, and cooperate. This section is each party's only remedy for such claims. Our obligations in this section are subject to the limits in Limitation of liability.

Ending the agreement

The agreement lasts as long as you have a subscription. Either of us may end it by written notice if the other materially breaches it and does not fix the breach within 30 days of being told, or if the other becomes insolvent or bankrupt. If you end it because of our breach, we refund the fees you prepaid for the time left.

When the agreement ends, your access ends and any unpaid fees for the time before become due. Your data is returned and removed as set out under Your data. The sections on fees owed, your data, confidentiality, liability, claims from others and governing law continue to apply afterwards.

Governing law and courts

This agreement is governed by the laws of the Province of Alberta and the federal laws of Canada that apply there. Any dispute is decided by the courts of Alberta, sitting in Calgary or Edmonton, and both of us accept their jurisdiction. Either of us may still ask any court for an urgent order to protect its confidential information or intellectual property.

General

We own OpSaber and everything we build for it; you own your data. Neither of us gets any other rights from this agreement.
Neither of us may transfer this agreement without the other's consent, except to a business that takes over all or most of its business or assets, with notice to the other.
If a court finds part of this agreement unenforceable, the rest still applies. Not enforcing a term is not a waiver of it.
We are independent businesses; this agreement creates no partnership, employment or agency, and no one else has rights under it.
Notices to you go to the account owner's email address; notices to us go through our contact form, with a message that starts "Legal notice".
We will name you as a customer only with your permission.

Changes to these terms

When these terms change, we update the date at the top. If a change is significant, we tell account holders by email or in the application at least 30 days before it takes effect. A change applies from your next renewal, unless you agree to it sooner or the law requires it sooner. If you do not accept a change, you may give notice not to renew.

Contact

Questions about these terms go through our contact form. A person reads every message and replies within one business day.

2350516 Alberta Ltd., operating OpSaber. Alberta, Canada.

About these terms

These terms are adapted from the Common Paper Cloud Service Agreement Standard Terms, version 3.0, used under the Creative Commons Attribution 4.0 International licence (CC BY 4.0). We changed them: they are rewritten in plain language, shortened, and adapted to OpSaber, to 2350516 Alberta Ltd. and to the law of Alberta. Common Paper does not endorse OpSaber or these terms.