Ecofila Terms of Service

Last updated: June 6th 2025

THIS IS AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (HEREINAFTER "YOU" OR "YOUR") AND ECOFILA SOFTWARE DESIGN INC. (HEREINAFTER "ECOFILA" OR "WE" OR "US") GOVERNING YOUR USE OF ECOFILA'S SUITE OF ONLINE AGRICULTURAL RECORD-KEEPING AND FARM MANAGEMENT SOFTWARE.

Parts of this Agreement

This Agreement consists of the following terms and conditions (hereinafter the "General Terms") and terms and conditions, if any, specific to use of individual Services (hereinafter the "Service Specific Terms"). In the event of a conflict between the General Terms and Service Specific Terms, the Service Specific Terms shall prevail.

Acceptance of the Agreement

You must be of legal age to enter into a binding agreement in order to accept this Agreement. If you do not agree to the General Terms, do not use any of our Services. You can accept this Agreement by checking a checkbox or clicking on a button indicating your acceptance, or by actually using the Services.

Description of Service

We provide cloud-based agricultural record-keeping and farm management software, including associated offline and mobile applications ("Service" or "Services"). You may use the Services for your personal and business use or for internal business purposes in the agricultural organization that you represent. You are responsible for obtaining access to the Internet and the equipment necessary to use the Services. You can create and edit agricultural records, reports, and farm management data with your user account.

Definitions

"Ecofila Software Design Inc.," "Ecofila," "us," "we," or "our" refers to the owner of the Services

"You" or "your" refers to the user or viewer of our Services, whether registered or not

"Account" refers to your personal username and password registered with us

"Services" refers to products and services ordered by you within a free trial or via subscription and made available online by us, including related offline components

"Organization Account" refers to accounts created for agricultural businesses, farms, or cooperatives with multiple users

Competitor Restriction

You may not access any of our Services if you or your company is our direct competitor in the agricultural software space unless we have given you explicit written consent. You may not access our Services for purposes of collecting data on performance, functionality, availability, or any other benchmarking purposes.

Free Trial

If you register for a free trial of one or more Services, Ecofila will make the applicable Services available to you on a trial basis free of charge until the earlier of (i) the end of the free trial period, (ii) the start date of any paid subscription, or (iii) termination by Ecofila. Any data that you enter into the Services during the free trial will be permanently lost unless you (i) purchase a corresponding paid subscription plan, or (ii) export such data before the end of the trial period. Services are offered as-is during the free trial, without warranty.

User Sign-up Obligations

You need to sign up for a user account by providing all required information to access or use the Services. If you represent an agricultural organization, we recommend that you and all users from your organization sign up using your corporate contact information and email addresses. You agree to: (i) provide true, accurate, current and complete information about yourself as prompted by the sign-up process; and (ii) maintain and promptly update the information to keep it true, accurate, current, and complete.

If you provide information that is untrue, inaccurate, outdated, or incomplete, or if Ecofila has reasonable grounds to suspect such information is false, Ecofila may terminate your user account and refuse current or future use of the Services.

Subscription Auto-Renewal Transparency

By subscribing, you acknowledge and agree that your subscription will automatically renew unless you cancel in accordance with this Agreement.

Consumer and Small Farmer Protections

The Services are primarily intended for use by businesses and professionals. If you are an individual using the Services for personal or household purposes, certain terms of this Agreement may not apply to you or may be superseded by applicable provincial consumer protection laws.

Nothing in this Agreement limits your rights under applicable consumer protection laws to the extent such laws override contract terms.

Restrictions on Use

In addition to all other terms and conditions of this Agreement, you shall not:

(i) transfer the Services or make them available to any third party without permission; (ii) provide any service based on the Services without prior written permission; (iii) allow user licenses to be shared by more than one individual, except by way of reassigning the license to a new user; (iv) attempt to disassemble, reverse engineer, or decompile the Services, except as permitted by law; (v) attempt to gain unauthorized access to the Services or related systems; (vi) use the Services in any manner that could damage, disable, or impair any server, network, or system; (vii) use the Services to send or store harmful computer codes, viruses, or malware; (viii) use the Services in any manner that interferes with their integrity, security, or performance; (ix) host, display, upload, or share any information that belongs to another person without proper rights or consent; (x) violate any applicable local, provincial, federal, or international law; (xi) use the Services for competitive or benchmarking purposes; (xii) remove or obscure any proprietary notices contained in the Services; (xiii) create a false identity to mislead any person; (xiv) use the Services to transmit false, misleading, or defamatory information; or (xv) use the Services for any illegal activities.

Organization Accounts and Administrators

When you sign up for an organization account, you may specify one or more administrators. Administrators will have the right to configure the Services and manage users in your organization account. You are responsible for: (i) ensuring confidentiality of your organization account credentials; (ii) appointing competent individuals as administrators; and (iii) ensuring that all activities in your organization account comply with this Agreement.

You are responsible for taking necessary steps to ensure your organization does not lose control of administrator accounts. You may specify a process for recovering control by contacting us, provided the process is acceptable to Ecofila. In the absence of a specified recovery process, Ecofila may provide control to an individual providing satisfactory proof of authorization to act on behalf of the organization.

Data Ownership

We respect your right to ownership of content created or stored by you. You own the content created or stored by you. Unless specifically permitted by you, your use of the Services does not grant Ecofila the license to use, reproduce, adapt, modify, publish, or distribute the content created by you or stored in your user account for Ecofila's commercial, marketing, or similar purposes. However, you grant Ecofila permission to access, copy, distribute, modify, store, transmit, reformat, and perform the content of your user account solely as required for providing the Services to you.

Personal Information and Privacy

Personal information you provide to Ecofila through the Services is governed by our Privacy Policy. Your use of the Services indicates your acceptance of the Privacy Policy terms. You are responsible for maintaining confidentiality of your username, password, and other sensitive information. You agree to inform us immediately of any unauthorized use of your account by emailing support.

Fees and Payments

The Services are available under subscription plans of various durations. Your subscription will be automatically renewed at the end of each subscription period unless you cancel your subscription. At the time of automatic renewal, the subscription fee will be charged to the payment method last used by you.

If you do not wish to renew your subscription, you must inform us at least fifteen (15) business days prior to the renewal date. If you have not cancelled and have not informed us that you do not wish to renew, you will be presumed to have authorized Ecofila to charge the subscription fee.

From time to time, we may change the price of any Service. Any increase in charges will not apply until the expiry of your current billing cycle. You will receive at least thirty (30) days' notice of any price changes.

In the event any tax such as GST, HST, sales tax, or similar is chargeable in accordance with applicable laws, Ecofila will invoice you for such taxes. You agree to pay such taxes in addition to subscription fees.

Complaints and Dispute Resolution

If we receive a complaint about your activities, we will forward it to your primary email address. You must respond to the complainant directly within ten (10) days and copy Ecofila in the communication. Failure to respond within ten days may result in disclosure of your contact information to enable legal action.

For any disputes arising from this Agreement:

Good Faith Negotiations: Disputes shall first be addressed through good faith negotiations for thirty (30) days

Governing Law: This Agreement is governed by the laws of Québec, Canada

Jurisdiction: Any unresolved disputes shall be settled in the courts of Québec, Canada

Inactive User Accounts Policy

We reserve the right to terminate unpaid user accounts that are inactive for a continuous period of one hundred twenty (120) days. We will provide you prior notice of such termination and option to back up your data. In case of organization accounts with multiple users, if at least one user is active, the account will not be considered inactive.

Communications from Ecofila

The Services may include communications from Ecofila, such as service announcements, administrative messages, and newsletters. These communications are considered part of using the Services. You may opt out of newsletters but cannot opt out of service announcements and administrative messages.

Third Party Applications

Ecofila Services may integrate with third-party applications. Access and use of third-party applications may require acceptance of their terms of service and privacy policies. You are responsible for reading and understanding third-party terms. Ecofila is not liable for any third-party applications and may suspend, restrict, or remove access to any third-party application at any time without liability.

Limitation of Liability

YOU AGREE THAT ECOFILA SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE SERVICES.

IN NO EVENT SHALL ECOFILA'S ENTIRE LIABILITY TO YOU EXCEED THE GREATER OF: (A) ONE THOUSAND CANADIAN DOLLARS (CAD $1,000), OR (B) THE FEES PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT GIVING RISE TO SUCH LIABILITY.

Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. ECOFILA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ECOFILA MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

Suspension and Termination

Suspension: We may suspend your account in the event of suspected illegal activity, extended inactivity, or requests by law enforcement. Objections to suspension should be made to us within thirty (30) days of notification.

Termination by Ecofila: We may terminate your account with thirty (30) days' written notice, except in cases of:

Material breach after ten (10) days' written notice to cure

Non-payment after fifteen (15) days' notice

Illegal activity or security threats (immediate termination)

Termination by You: You may terminate at any time with thirty (30) days' notice. You have the right to terminate immediately if Ecofila breaches its obligations, and you will be entitled to a prorated refund of prepaid fees.

Data Retention: Upon termination, you have ninety (90) days to export your data. We will retain your data for ninety (90) days, after which it will be permanently deleted unless legally required to retain it.

Refund Policy

Monthly Subscriptions: Cancel anytime, effective at next billing cycle. No refunds for partial months.

Annual Subscriptions: Prorated refunds available if cancelled before 50% of term completion.

Free Trial Cancellations: No charges if cancelled before trial expiration.

Breach-related Terminations: No refunds provided for terminations due to your breach of this Agreement.

Modification of Terms of Service

We may modify this Agreement upon notice to you through a service announcement or email to your primary email address. You may terminate your use of the Services within thirty days of being notified if the Agreement is modified in a manner that substantially affects your rights. In such case, you will be entitled to a prorated refund of unused prepaid fees.

Indemnification

You agree to indemnify and hold harmless Ecofila, its officers, directors, employees, and affiliates from any losses, damages, fines, and expenses (including attorney's fees) arising out of your use of the Services in violation of another party's rights, any law, or this Agreement.

Force Majeure

Ecofila is not liable for delays or failures due to circumstances beyond our reasonable control, including natural disasters, government actions, labor disputes, cyberattacks, or infrastructure failures.

Severability

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions will continue in full force and effect.

Entire Agreement

This Agreement, together with our Privacy Policy, constitutes the complete agreement between you and Ecofila regarding the Services, superseding all prior agreements.

Contact Information

If you have any questions or concerns regarding this Agreement, please contact us at the email address provided upon registration.

BY ACCEPTING THIS AGREEMENT BY EXECUTING AN ORDER FORM REFERENCING IT OR BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, YOU AGREE TO COMPLY WITH AND BE BOUND BY THE ABOVE TERMS AND CONDITIONS OF USE, WHICH TOGETHER WITH OUR PRIVACY POLICY GOVERN ECOFILA SOFTWARE DESIGN INC.'S RELATIONSHIP WITH YOU IN RELATION TO OUR WEBSITE, SERVICES AND ALL SOFTWARE CREATED BY US. YOU ALSO AGREE THAT THIS AGREEMENT APPLIES TO PAID SUBSCRIPTIONS TO THE SERVICE OR A FREE TRIAL OF THE SERVICE.

IF YOU DISAGREE WITH ANY PART OF THESE TERMS AND CONDITIONS, PLEASE DO NOT USE OUR SERVICE.