Terms & Conditions

Table of Contents

DesignTIME Terms of Service

Last updated July 7th, 2025

These Terms of Service (the “Terms”), together with the applicable order form (the “Order”) (collectively, the “Agreement”), form a binding agreement between DesignTime Solutions Inc. (“DesignTime”, “we”, “us”, or “our”) and the customer identified in the Order (“Customer”).

This Agreement governs Customer’s access to and use of DesignTime’s proprietary Stackd™ software platform, including all related websites, features, tools, content, and services provided by DesignTime (collectively, the “Services”).

By executing an Order that references these Terms, or by accessing or using the Services, Customer agrees to be bound by this Agreement.

1. ACCESS AND USE OF THE SERVICES

1.1 Access and Use

Subject to the terms of this Agreement, when Customer purchases a subscription to the Services or is granted access to the Services for a free trial, DesignTime grants Customer and its Authorized Users (as defined below) a fee-bearing (except in the case of a free trial), non-exclusive, non-transferable, non-sublicensable, and revocable limited right to access and use the Services during the Term, solely for Customer’s internal business purposes and in accordance with any usage limitations set out in the applicable Order.

1.2 Authorized Users

Customer may permit its employees and contractors (each, an “Authorized User”) to access and use the Services, provided that: (a) Customer ensures that each Authorized User uses the Services in accordance with this Agreement; (b) Customer does not exceed the usage limitations set out in the applicable Order; and (c) Customer remains fully responsible for each Authorized User’s use of the Services and compliance with this Agreement as if such use were its own.

1.3 Account Activity

Customer is responsible for all activities that occur under its Authorized Users’ accounts, including maintaining the confidentiality of login credentials, ensuring that only individuals authorized by Customer access the Services or any connected Third-Party Services, and ensuring that all use of the Services complies with this Agreement and applicable law. Customer must promptly notify DesignTime if it becomes aware of any unauthorized access to or use of the Services or any compromise of account credentials

1.4 Usage Limitations

If Customer exceeds the usage limitations specified in the applicable Order, including, without limitation, the number of Authorized Users (“Excess Usage”), DesignTime will work with Customer to assess its needs. Customer must promptly either: (a) reduce its usage to comply with the applicable limitations; or (b) execute a new Order to align its subscription with its actual usage.

DesignTime reserves the right to charge Customer for Excess Usage at its then-current list prices and to suspend or terminate the Services, in whole or in part, if Customer fails to resolve such Excess Usage in accordance with this Section 1.4 (Usage Limitations).

1.5 Restrictions

In addition to all other limitations set out in this Agreement, Customer agrees not to, and will ensure that its Authorized Users do not:

  • interfere with or disrupt the integrity, security, or performance of the Services or any related systems, networks, or data;
  • access or attempt to access any part of the Services or content that Customer is not authorized to access, or attempt to probe, scan, or test the vulnerability of any system or network related to the Services;
  • breach any security or authentication measures, introduce any viruses, malware, Trojan horses, worms, logic bombs, or other malicious or technologically harmful material, or attack the Services via a denial-of-service or distributed denial-of-service attack;
  • use the Services in a manner intended to artificially generate load, consume excessive system resources, or degrade performance for other users (including through excessive API calls or scraping), or attempt to circumvent any usage restrictions, rate limits, authentication gates, or access controls imposed by DesignTime or its infrastructure providers;
  • share, sell, sublicense, or otherwise make the Services or any part thereof available to any third party, except as expressly permitted by DesignTime in writing;
  • copy, modify, or create derivative works based on the Services or any part thereof;
  • use the Services or any outputs generated through the Services beyond the scope expressly authorized in this Agreement;
  • use the Services to train, benchmark, or test third-party AI models or systems, or attempt to reverse engineer, deconstruct, or extract any underlying AI models, prompts, datasets, or training methods used in the Services;
  • access the Services for purposes of benchmarking, competitive analysis, or developing a competing product or service; or
  • encourage or enable any third party to do any of the foregoing.

1.6 Modifications to the Services

DesignTime may modify, discontinue, or suspend any part of the Services, including features, functionality, tools, or content, at any time without liability. Where practicable, DesignTime will provide advance notice of material changes. Continued use of the Services following any modification constitutes acceptance of the changes.

2. FEES & PAYMENT

2.1 Fees

Customer agrees to pay all fees specified in the applicable Order. Except as expressly stated in this Agreement, all fees are non-cancellable and non-refundable. During the applicable subscription term, Customer may not decrease its subscription scope, reduce usage entitlements, downgrade to a lower tier, or otherwise reduce the committed fees set out in the Order. Any changes to increase scope, usage, or tier must be agreed upon in writing and may result in additional fees.

In addition to the fees above, Customer will be billed in arrears on a monthly, quarterly, or other basis (depending on usage level) at a rate of $0.020 per 1,000 tokens (based on combined input and output tokens). DesignTime reserves the right to increase these charges during the subscription term proportionate to any increases from its third-party AI provider. DesignTime will provide Customer with at least 30 days’ notice of any such increase.

2.2 Invoicing and Payment

Unless otherwise stated in the Order, fees will be invoiced annually in advance and are due within thirty (30) days of the invoice date. Payments must be made in the currency specified in the Order, by the method designated by DesignTime.

2.3 Overdue Payments

Any amounts not paid when due may accrue interest at a rate of 1.5% per month (or the maximum rate permitted by law, if lower), calculated from the due date until paid in full. DesignTime may suspend or terminate access to the Services for failure to pay any undisputed amounts after providing at least ten (10) days’ written notice of non-payment.

2.4 Taxes

All fees are exclusive of applicable taxes, levies, and duties, and Customer is responsible for any such amounts imposed by applicable law, excluding taxes based on DesignTime’s income.

2.5 Pricing Changes

DesignTime may change its pricing for the Services by providing at least sixty (60) days’ written notice prior to the end of the then-current subscription term. Any such changes will take effect upon renewal. If Customer does not agree to the revised pricing, Customer may choose not to renew this Agreement by providing notice in accordance with Section 3.2 (Renewal).

3. TERM AND TERMINATION

3.1 Term

This Agreement begins on the effective date of the first Order and continues until all active Orders have expired or been terminated in accordance with this Agreement’s express provisions (the “Term”). The initial subscription term will be as set out in the first Order (the “Initial Term”). Unless otherwise specified in an Order, any additional purchases or upgrades made during the Initial Term or any renewal term will be coterminous with (i.e., expire at the same time as) the then-current subscription term.

3.2 Renewal

At the end of the Initial Term, and at the end of each renewal term thereafter, this Agreement will automatically renew for successive periods equal in duration to the Initial Term unless otherwise agreed in writing, or unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current subscription term.

3.3 Termination for Cause

Either party may terminate this Agreement upon written notice if the other party:

  • materially breaches this Agreement and such breach is incapable of cure, or such breach is capable of cure but remains uncured thirty (30) days after the non-breaching party gives the breaching party written notice thereof;
  • becomes insolvent or admits inability to pay its debts generally as they become due; or
  • becomes the subject of a bankruptcy, insolvency, receivership, liquidation, or similar proceeding that is not dismissed within thirty (30) days.

3.4 Suspension

In addition to any suspension rights set out elsewhere in this Agreement, DesignTime may suspend access to the Services, in whole or in part, without liability, if Customer’s or any Authorized User’s use of the Services:

  • threatens the security, integrity, or availability of the Services or any related systems or data;
  • violates applicable law;
  • violates the use restrictions set out in Section 1.5 (Restrictions); or
  • poses a material legal, regulatory, or reputational risk to DesignTime.

DesignTime will provide notice of any suspension as soon as possible unless prohibited by applicable law, and will restore access promptly if and when the underlying issue has been resolved, provided this Agreement has not been terminated.

3.5 Effect of Termination

Upon expiration or termination of this Agreement for any reason:

  • all rights and access granted to Customer under this Agreement will immediately terminate;
  • customer must promptly cease all use of the Services; and
  • any accrued but unpaid fees will become immediately due and payable.

If Customer terminates this Agreement for cause in accordance with Section 3.3 (Termination for Cause), DesignTime will refund any prepaid fees covering the remainder of the applicable subscription term after the effective date of termination.

Customer may request a copy of its data at any time prior to the effective date of termination or expiration, and DesignTime will make such data available in a commonly used format. Following termination or expiration, DesignTime may delete Customer’s data in accordance with its standard data retention practices.

3.6 Trial and Beta Access

DesignTime may, from time to time, offer access to the Services or certain features of the Services on a free trial or beta basis (“Trial Services”). Trial Services are provided solely for evaluation purposes, may be modified or discontinued at any time without notice, and are provided “as is” without any warranties of any kind.

DesignTime will have no liability arising from or related to Trial Services, and disclaims all obligations or liabilities with respect to data submitted during use of Trial Services. Either party may terminate access to Trial Services at any time for any reason.

3.7 Survival

The following provisions will survive any termination or expiration of this Agreement: 2 (Fees & Payment), 3.5 (Effect of Termination), 3.7 (Survival), 4 (Confidentiality), 5 (Intellectual Property), 7 (Disclaimers), 8 (Limitation of Liability), 9 (Indemnification) and 10.4 – 10.12, together with any other provisions which by their nature are intended to survive.

4. CONFIDENTIALITY

4.1 Confidential Information

“Confidential Information” means any non-public information disclosed by either party to the other that is designated as confidential or that, under the circumstances, should reasonably be understood to be confidential, including business, technical, or financial information, pricing, product roadmaps, security policies, and system architecture. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was known to the receiving party prior to its disclosure; (c) is disclosed to the receiving party by a third party lawfully and without restriction; or (d) is independently developed by the receiving party without use of the disclosing party’s Confidential Information.

4.2 Obligations

Each party agrees to: (a) use the other party’s Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (b) use reasonable care to protect the confidentiality of such information (which must be no less than the standard of care it uses to protect its own confidential information of a similar nature).

4.3 Required Disclosure

The receiving party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that, if legally permitted, it gives the disclosing party prompt notice and reasonably cooperates in any effort to seek a protective order or otherwise contest the disclosure.

4.4 Return or Destruction

Upon termination or expiration of this Agreement, each party will, upon request, return or destroy the other party’s Confidential Information in its possession or control, except to the extent (a) required to be retained by applicable law or (b) contained in system backups maintained in the ordinary course, which shall remain subject to this Section 4 (Confidentiality) for so long as it is retained.

5. INTELLECTUAL PROPERTY

5.1 Ownership of the Services

DesignTime and its licensors own all rights, title, and interest in and to the Services and all associated materials, including but not limited to all software, source code, machine learning models, designs, text, graphics, images, audio, video, interactive elements, interfaces, documentation, and the "look and feel", layout, selection, and arrangement of the Services (collectively, "DesignTime IP"). DesignTime IP is protected by intellectual property laws and includes all associated copyrights, trademarks, trade secrets, patents, and other proprietary rights.

Except for the limited right to access and use the Services as expressly provided in this Agreement, nothing in this Agreement grants Customer any ownership or rights in or to the DesignTime IP. All rights not expressly granted are reserved by DesignTime.

5.2 User Content

Customer retains all rights in any content or materials it (or its Authorized Users) inputs into the Services (“Inputs”) and in any content generated for Customer by the Services based on those Inputs (“Outputs”), subject to this Agreement. DesignTime does not claim ownership over Inputs or Outputs. Customer grants DesignTime a non-exclusive, worldwide, royalty-free, sublicensable license to use Inputs and Outputs solely as necessary to operate, maintain, improve, and develop the Services.

Customer acknowledges that, due to the nature of generative AI, Outputs may not be unique and may be similar or identical to content generated for other users. Outputs are generated automatically and may be inaccurate, incomplete, biased, or unsuitable for Customer’s intended use. Customer is solely responsible for reviewing and evaluating all Outputs before using them. DesignTime makes no warranties, express or implied, as to the accuracy, reliability, legality, or intellectual property rights associated with any Outputs. Customer acknowledges that Outputs may not be eligible for protection under copyright or other intellectual property laws.

5.3 Feedback

DesignTime may freely use and exploit any suggestions, ideas, or feedback provided by Customer or its Authorized Users in connection with the Services ("Feedback"), with no obligation or restriction, and without any ownership claim by Customer. For clarity, Feedback is not considered Customer Confidential Information. DesignTime is not required to consider or implement any Feedback.

5.4 System Usage Data

DesignTime may collect technical and usage data relating to Customer’s and its Authorized Users’ use of the Services ("System Usage Data"), including access logs, feature usage, error reports, and interaction metrics. DesignTime owns all rights, title, and interest in and to System Usage Data and may use it in aggregated and de-identified form for any purpose, including to maintain, analyze, improve, and develop the Services.

6. THIRD-PARTY SERVICES & LINKS

The Services may contain links to or integrations with third-party websites, services, or applications ("Third-Party Services") that are not owned, operated, or controlled by DesignTime. Use of any Third-Party Services is subject to the applicable third party’s terms and policies. DesignTime makes no representations and disclaims all liability regarding the availability, accuracy, functionality, legality, or content of any Third-Party Services.

DesignTime does not endorse, and is not responsible or liable for, any Third-Party Services or any information, materials, or content made available through them. Customer acknowledges and agrees that use of any Third-Party Services is at Customer’s sole risk and that DesignTime will not be liable for any damages or losses arising out of or relating to such use.

If Customer or its Authorized Users enable or use any Third-Party Service in connection with the Services (e.g., via integration or API), Customer grants DesignTime permission to access and use information from such Third-Party Services as necessary to provide the Services and operate the integration.

7. DISCLAIMERS

THE SERVICES (INCLUDING ANY OUTPUTS) ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DESIGNTIME EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

DESIGNTIME DOES NOT REPRESENT OR WARRANT THAT THE SERVICES (INCLUDING ANY OUTPUTS) WILL BE ACCURATE, COMPLETE, RELIABLE, ERROR-FREE, UNINTERRUPTED, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. DESIGNTIME DOES NOT GUARANTEE THAT ANY CONTENT OR OUTPUTS WILL BE SECURE OR THAT THEY WILL NOT BE LOST, CORRUPTED, OR ALTERED.

CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY USE OF OUTPUTS IS AT CUSTOMER'S SOLE RISK. OUTPUTS SHOULD NOT BE RELIED UPON AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL ADVICE, INCLUDING LEGAL, FINANCIAL, ENGINEERING, OR OTHER EXPERT GUIDANCE.

8. LIMITATION OF LIABILITY

IN NO EVENT WILL DESIGNTIME OR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOSS OF DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH CUSTOMER’S OR ITS AUTHORIZED USERS’ ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICES, REGARDLESS OF THE LEGAL THEORY AND WHETHER OR NOT DESIGNTIME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL DESIGNTIME'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER TO DESIGNTIME FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND FORM AN ESSENTIAL BASIS OF THE AGREEMENT BETWEEN CUSTOMER ND DESIGNTIME.

9. INDEMNIFICATION

9.1 Customer Indemnity

Customer will indemnify, defend, and hold harmless DesignTime and its officers, directors, employees, agents, contractors, successors, and assigns from and against any and all losses, damages, liabilities, and costs (including reasonable legal fees) incurred by DesignTime resulting from any third-party claim, suit, action, or proceeding arising out of or related to:

  • access to or use of the Services by Customer or any Authorized User;
  • any violation of this Agreement or applicable law by Customer or an Authorized User;
  • any Inputs, Outputs, or other content submitted or used by Customer or an Authorized User, including any alleged infringement, misappropriation, or violation of third-party intellectual property, privacy, or publicity rights; or
  • gross negligence, fraud, or willful misconduct by Customer or any Authorized User.

9.2 DesignTime Indemnity

  • Indemnity Obligation. DesignTime will indemnify, defend, and hold harmless Customer and its affiliates, and their respective officers, directors, employees, and agents, from and against any third-party claim alleging that the Services, as provided by DesignTime and used by Customer in accordance with this Agreement, infringe or misappropriate a third party’s intellectual property rights.
  • Exclusions. This indemnity does not apply to claims arising from:
    • misuse of the Services by Customer or any Authorized User;
    • any Inputs, Outputs, or other content provided or generated by or on behalf of Customer;
    • use of the Services in combination with data, software, hardware, or processes not provided by DesignTime; or
    • modifications to the Services not made or authorized by DesignTime.
  • Remedial Actions. If the Services become, or in DesignTime’s reasonable opinion are likely to become, the subject of an infringement claim, DesignTime may, at its option and expense:
    • procure the right for Customer to continue using the Services;
    • modify or replace the Services to make them non-infringing; or
    • terminate the affected Services and issue a prorated refund of any prepaid, unused fees for the remainder of the applicable subscription term.

This Section 9.2 (DesignTime Indemnity) sets out DesignTime’s entire liability and Customer’s sole and exclusive remedy with respect to any such claims.

9.3 Indemnity Procedure

The indemnified party must provide prompt written notice of any claim for which it seeks indemnification. Failure to provide such notice will not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced. The indemnifying party will have sole control over the defense and settlement of the claim (provided that it may not settle any claim that imposes liability or admission of fault on the indemnified party without its prior written consent, not to be unreasonably withheld). The indemnified party will reasonably cooperate with the indemnifying party at the indemnifying party’s expense. The indemnified party may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

10. GENERAL PROVISIONS

10.1 Assignment

Customer may not assign or transfer this Agreement, in whole or in part, without the prior written consent of DesignTime. DesignTime may not assign or transfer this Agreement without Customer’s prior written consent, except to a successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of DesignTime’s assets. Any attempted assignment in violation of this Section will be null and void. This Agreement will bind and inure to the benefit of the parties and their respective permitted successors and assigns.

10.2 Changes to this Agreement

DesignTime may update these Terms from time to time. Updated Terms will take effect upon the commencement of Customer’s next subscription renewal period. DesignTime will indicate the date of last revision at the top of the Terms and will post the updated Terms at https://stackdsolutions.ca/terms/. Continued use of the Services after the start of a renewal period will constitute acceptance of the updated Terms.

10.3 Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under this Agreement (excluding payment obligations) due to events beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, labour disputes, utility failures, cyberattacks, or governmental action.

10.4 Governing Law and Forum

This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles or the United Nations Convention on Contracts for the International Sale of Goods.

The parties irrevocably submit to the exclusive jurisdiction of the courts located in Vancouver, British Columbia, Canada for the resolution of any disputes arising out of or relating to this Agreement, except that DesignTime may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

Each party irrevocably waives any right to a trial by jury in any legal proceeding arising out of or relating to this Agreement.

10.5 Notices

Any notice, consent, request, demand, or other communication required or permitted to be given or delivered under this Agreement must be in writing and delivered by email. Notices will be deemed received on the first business day after being sent. Notices to DesignTime must be sent to [email protected], or to another address designated by DesignTime in writing. Notices to Customer will be sent to the email address associated with Customer’s account or as otherwise designated in writing.

DesignTime may also provide operational or service-related notices through the Services or by posting them in a conspicuous location on its website or user interface.

Either party may update its notice address by providing written notice to the other in accordance with this Section.

10.6 Publicity

DesignTime may identify Customer as a customer in its marketing materials, website, and customer lists, using Customer’s name and logo, provided such use is in accordance with Customer’s reasonable brand guidelines as communicated to DesignTime. Customer may withdraw consent to this use by providing written notice to DesignTime.

10.7 Waiver and Severability

No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall constitute a waiver of such right, power, or privilege. A waiver by either party of any breach or violation of any provision of this Agreement must be in writing to be effective and shall not be deemed a waiver of any subsequent breach or violation of the same or any other provision. If any provision of this Agreement is held invalid or unenforceable under applicable law, such provision will be modified to the minimum extent necessary to make it valid and enforceable, or if it cannot be made valid and enforceable, it will be severed from this Agreement. This modification or severance will not affect the validity or enforceability of the remaining provisions, which will continue in full force and effect.

10.8 Entire Agreement

This Agreement, including all applicable Orders and any documents or policies expressly incorporated by reference, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior or contemporaneous agreements, proposals, or representations, whether written or oral. Any pre-printed terms provided by Customer (including as part of any purchase order or other business form used by Customer) are for administrative purposes only and have no legal effect.

10.9 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or fiduciary relationship between the parties. Neither party has authority to bind the other.

10.10 No Third-Party Beneficiaries

Except as expressly provided in this Agreement, no third party has any rights under this Agreement or is entitled to enforce any of its terms.

10.11 Equitable Relief

Each party acknowledges that a breach or threatened breach of its confidentiality or intellectual property obligations may cause irreparable harm to the other party for which monetary damages may be an inadequate remedy. In such cases, the non-breaching party may seek equitable relief (including injunctive relief) in addition to any other remedies available at law or in equity.

10.12 Interpretation

Headings are for convenience only and do not affect interpretation. The word “including” will in all cases mean “including but not limited to.” This Agreement will not be construed against either party by reason of authorship.