LeanSuite Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CREATING AN ACCOUNT, CLICKING "I AGREE," OR ACCESSING OR USING THE SERVICE, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE AND ALL INCORPORATED TERMS. SECTION 13 CONTAINS AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT AFFECT HOW DISPUTES BETWEEN US ARE RESOLVED.

These Terms of Service ("Terms" or "this Agreement") form a legally binding agreement between you ("Customer" or "you") and LeanSuite.com Corp. ("LeanSuite," "we," or "us") and govern your use of LeanSuite, our proprietary software platform for frontline manufacturing teams covering daily issues, Kaizen, audits, training and AI tools, and any related services (collectively, the "Service").

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. You must be at least eighteen (18) years of age to create an account or use the Service.

Our Privacy Policy, available at https://theleansuite.com/legal/privacy-policy, describes how we collect and handle personal information and is incorporated into these Terms by reference.

1. Definitions

• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.
• "Beta Services" means any services or features that we make available to you and identify as beta, preview, early access, or by a similar designation.
• "Customer Data" means all electronic data or information submitted by you or your Users to the Service.
• "Documentation" means the then-current user guides, help documentation, and technical specifications we make generally available for the Service.
• "Free Services" means the Service or any portion of it that we make available to you at no charge, including free trials, pilots, and Beta Services.
• "Order Form" means an ordering document, pilot agreement, or online order specifying the Service to be provided, including any subscription terms, fees, and number of Users.
• "Subscription Term" means the period during which you have agreed to subscribe to the Service, as specified in an applicable Order Form.
• "User" means an individual who is authorized by you to use the Service and to whom you have supplied a user identification and password.

2. Access to and Use of the Service

2.1. License Grant

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, and revocable license to access and use the Service during the Subscription Term, solely for your internal business operations.

2.2. Your Responsibilities

You are responsible for all activities that occur in your account and for your Users' compliance with these Terms. You shall: (i) keep your passwords and user credentials secure and confidential; (ii) be solely responsible for the accuracy, legality, and integrity of your Customer Data; (iii) use the Service only in accordance with the Documentation and applicable law; and (iv) notify us promptly of any unauthorized access to or use of your account.

2.3. Acceptable Use

You and your Users shall not: (i) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material; (ii) use the Service to store or transmit malicious code; (iii) attempt to gain unauthorized access to the Service or its related systems; (iv) reverse engineer, decompile, or disassemble the Service; (v) resell, sublicense, rent, or timeshare the Service, or make it available to any third party other than your Users; (vi) use the Service to build a competing product or service; (vii) circumvent or interfere with any usage limits, security features, or rate limits; or (viii) use the Service for any purpose other than its intended purpose.

2.4. Modifications to the Service

We continually improve the Service and may add, modify, or remove features over time. We will not materially decrease the overall functionality of the Service purchased under an active Order Form during the Subscription Term.

2.5. Free, Trial, and Beta Services

We may make Free Services available to you. Free Services are provided for evaluation purposes only, may be modified, suspended, or discontinued at any time without notice or liability, and may be subject to additional limits on capacity or functionality. Any Customer Data entered into Free Services, and any configurations made to Free Services, may be permanently lost unless you purchase a paid subscription covering the same Service before the free period ends. Notwithstanding anything else in these Terms, Free Services are provided without any warranty and are subject to the liability limits in Section 8.

3. Customer Data and Intellectual Property

3.1. Customer Data

As between you and LeanSuite, you exclusively own all rights, title, and interest in and to all of your Customer Data. You grant LeanSuite and its Affiliates a worldwide, non-exclusive, royalty-free license to host, copy, transmit, and display your Customer Data as reasonably necessary for us to provide, secure, and support the Service.

3.2. LeanSuite IP

We retain all right, title, and interest in and to the Service and all related intellectual property rights, including all software and Documentation. We may collect and use aggregated or de-identified data derived from the operation of the Service, provided that such data does not identify you, your Users, or any individual, and is not used to disclose your Customer Data to third parties.

3.3. Feedback

You may, from time to time, provide suggestions, comments, or other feedback ("Feedback") to us. You agree that all Feedback is provided voluntarily. We shall be free to use, disclose, reproduce, and otherwise exploit any Feedback as we see fit, entirely without obligation or restriction of any kind to you.

3.4. Third-Party Services

The Service may interoperate with third-party applications, integrations, or services that you choose to enable. Your use of those third-party offerings is governed by your agreement with the relevant provider, not by these Terms. We are not responsible for the availability, security, or performance of third-party offerings, and enabling an integration may involve transmitting Customer Data to that provider at your direction.

4. Fees and Payment (For Paid Services)

4.1. Fees

You shall pay all fees specified in the applicable Order Form. Except as otherwise specified in an Order Form, fees are based on the services purchased rather than actual usage, are quoted and payable in the currency stated on the Order Form (U.S. Dollars unless stated otherwise), and are non-refundable.

4.2. Invoicing and Payment

Fees will be invoiced in advance, as set forth in the Order Form. Unless the Order Form states otherwise, invoices are due within thirty (30) days of the invoice date. You are responsible for providing complete and accurate billing and contact information. Undisputed amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4.3. Taxes

Our fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, GST, HST, or withholding taxes. You are responsible for paying all taxes associated with your purchases, excluding taxes based on our net income.

4.4. Fee Changes on Renewal

We may change the fees applicable to a renewal term by giving you written notice at least thirty (30) days before the end of the then-current Subscription Term. Any such change takes effect at the start of the renewal term.

5. Confidentiality

Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose non-public information relating to its business, technology, or customers ("Confidential Information"). The Receiving Party agrees: (i) to take reasonable precautions, no less protective than those it uses for its own confidential information, to protect such Confidential Information; and (ii) not to use or divulge to any third person any such Confidential Information, except as is necessary to perform its obligations under these Terms.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party without restriction before disclosure; (c) is received from a third party without breach of any obligation; or (d) was independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided that it gives the Disclosing Party reasonable advance notice where legally permitted so that the Disclosing Party may seek protective treatment.

6. Data Protection and Security

We maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. We will not access Customer Data except to provide, secure, and support the Service, to prevent or address technical or security issues, or as required by law or as you direct.

Where our processing of personal data on your behalf is subject to applicable data protection laws, the parties will comply with our Data Processing Addendum, available on request by contacting support@theleansuite.com, which is incorporated into these Terms where applicable.

You are responsible for determining whether the Service is appropriate for the types of data you choose to submit, and for obtaining any consents required from your Users.

7. Warranties and Disclaimers

7.1. Limited Warranty

For paid services, LeanSuite warrants that the Service will perform in all material respects in accordance with the Documentation. For any breach of this warranty, our sole obligation and your exclusive remedy shall be for us to use commercially reasonable efforts to correct the non-conforming Service.

7.2. Mutual Warranties

Each party represents that it has the legal power and authority to enter into these Terms and that it will comply with all laws applicable to its performance under these Terms.

7.3. Disclaimer

EXCEPT FOR THE LIMITED WARRANTY IN SECTION 7.1, THE SERVICE IS PROVIDED "AS IS." FOR ALL FREE SERVICES, INCLUDING TRIAL AND BETA SERVICES, THE SERVICE IS PROVIDED STRICTLY "AS IS" WITHOUT ANY WARRANTY OF ANY KIND. LEANSUITE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

8. Limitation of Liability

8.1. Exclusion of Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS, REVENUES, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2. Liability Cap

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. FOR ANY FREE SERVICES, OUR TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100.00).

8.3. Exclusions from the Cap

The limitations in Sections 8.1 and 8.2 do not apply to: (i) your obligation to pay fees due under an Order Form; (ii) either party's indemnification obligations under Section 9; or (iii) either party's gross negligence or willful misconduct.

9. Indemnification

9.1. By You

You will defend, indemnify, and hold harmless LeanSuite from and against any claim, demand, suit, or proceeding made or brought against us by a third party arising from: (i) your Customer Data, (ii) your breach of these Terms, or (iii) your use of the Service in violation of applicable law.

9.2. By LeanSuite

We will defend you against any third-party claim alleging that the Service, when used as permitted under these Terms, infringes that third party's intellectual property rights, and will indemnify you for damages finally awarded against you or agreed in settlement by us. This obligation does not apply to the extent a claim arises from Customer Data, from your combination of the Service with products or services we did not supply, or from your use of the Service in breach of these Terms. If the Service becomes, or in our opinion is likely to become, the subject of such a claim, we may at our option procure the right for you to continue using it, replace or modify it to be non-infringing, or terminate the affected subscription and refund any prepaid, unused fees.

9.3. Procedure

The indemnified party must promptly notify the indemnifying party of the claim, give the indemnifying party sole control of the defense and settlement, and provide reasonable cooperation at the indemnifying party's expense. Section 9.2 states our entire liability and your exclusive remedy for any claim of intellectual property infringement.

10. Term and Termination

10.1. Term

The term of this Agreement will be specified in your Order Form. Unless otherwise stated, paid subscriptions will automatically renew for additional periods equal to the expiring subscription term, unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

10.2. Termination

A party may terminate these Terms for cause if the other party is in material breach and fails to cure such breach within thirty (30) days of receipt of notice. We may suspend your access to the Service immediately if you are in breach of the Acceptable Use policy in Section 2.3, are delinquent on payment obligations, or if your use poses a security risk to the Service or other customers. We will use reasonable efforts to give you notice before suspending access and will restore access promptly once the issue is resolved.

10.3. Effect of Termination

Upon termination, your license to use the Service shall cease. Upon your written request made within thirty (30) days after termination, we will make Customer Data available to you for export in a commonly used format. We shall have no obligation to maintain your Customer Data more than thirty (30) days after termination, after which we may delete it in the ordinary course.

10.4. Survival

Sections 3, 5, 6, 7.3, 8, 9, 10.3, 10.4, 11, 12, 13, 14, and 15 survive any termination or expiration of these Terms.

11. SMS and Text Messaging Terms

11.1. Program Description and Message Types

LeanSuite.com Corp. operates an SMS messaging program under the program name LeanSuite. By providing your mobile phone number and affirmatively consenting on a LeanSuite web form, during account setup, or in the course of a scheduled meeting, you agree to receive text messages from us.

Depending on the consent you have given, messages may include:

• Account and service notifications — login verification codes, password resets, security alerts, and system or maintenance notices relating to the Service;
• Operational and workflow alerts — notifications tied to your use of the daily issue, Kaizen, audit, training and related modules, such as assignment notices, approval requests, and status changes;
• Meeting and demonstration coordination — appointment confirmations, reminders, and rescheduling for demos, onboarding sessions, and support calls;
• Customer care — replies from our team to questions you have submitted;
• Marketing and promotional messages — product updates, event invitations, and offers, sent only where you have separately consented to receive them.

Message frequency varies based on your account activity and the consent you have provided. Consent to receive marketing text messages is not a condition of purchasing any goods or services from LeanSuite.

11.2. Opting Out

You can cancel the SMS service at any time. Simply reply STOP to any message you receive from us. After you send STOP, we will send a single confirmation message acknowledging your request, after which you will no longer receive SMS messages from us.

If you would like to rejoin, sign up again as you did originally, or reply START to the number you previously received messages from, and we will resume sending SMS messages to you.

You may also opt out by emailing support@theleansuite.com with the mobile number you wish to remove.

11.3. Help and Support

If you experience any issue with the messaging program, reply with the keyword HELP for assistance, or contact us directly at support@theleansuite.com or +1-616-433-6688.

11.4. Message and Data Rates

Message and data rates may apply for any messages sent to you from us and to us from you. Message frequency varies. For questions about your text plan or data plan, please contact your wireless provider.

11.5. Carrier Liability

Carriers are not liable for delayed or undelivered messages. Delivery of messages is subject to effective transmission by your wireless service provider and is outside of LeanSuite's control.

11.6. Supported Carriers and Devices

The messaging program is supported by major wireless carriers in the United States and Canada. Carrier support may change without notice, and messaging may not be available on all devices or in all locations.

11.7. Age Restriction

You must be at least eighteen (18) years of age to consent to receive text messages from LeanSuite. By providing your mobile number and opting in, you represent and warrant that you are 18 years of age or older and that you are the subscriber of the mobile number provided or are authorized by the subscriber to opt in on their behalf. If we learn that we have collected a mobile number from a person under 18, we will remove that number from our messaging program.

11.8. Changes to Your Mobile Number

You agree to notify LeanSuite promptly if your mobile number changes or is deactivated, so that we do not send messages to a number that has been reassigned to another person.

11.9. Privacy

Information you provide in connection with the SMS program is handled in accordance with our Privacy Policy, available at https://theleansuite.com/legal/privacy-policy. Mobile phone numbers and SMS consent are never sold, rented, or shared with third parties or affiliates for their own marketing purposes.

11.10. Compliance

LeanSuite's messaging program is operated in accordance with applicable industry standards and guidelines, including CTIA Messaging Principles and Best Practices, and with applicable law, including the U.S. Telephone Consumer Protection Act (TCPA) and Canada's Anti-Spam Legislation (CASL).

12. Additional Terms

12.1. Export Compliance

You shall comply with all applicable export laws and regulations of Canada, the United States, and other jurisdictions. You represent that you are not located in, and will not access the Service from, any country or region subject to comprehensive trade sanctions, and that you are not listed on any government list of prohibited or restricted parties.

12.2. Publicity

You grant us the right to use your company name and logo as a reference for marketing or promotional purposes, including on our website and in customer lists. You may withdraw this permission at any time by sending written notice to support@theleansuite.com, and we will cease new uses within a reasonable period.

12.3. Copyright Infringement

We reserve the right to disable or terminate the accounts of users who repeatedly infringe the copyrights of others. If you believe material accessible through the Service infringes your copyright, please send a notice identifying the work, the material at issue, and your contact information to support@theleansuite.com. Our process for handling infringement claims is also available at our Copyright and DMCA Policy.

12.4. Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond that party's reasonable control, including acts of God, labor disputes, internet or utility failures, and governmental action. This does not excuse any obligation to pay amounts owed.

13. Governing Law and Dispute Resolution

13.1. Governing Law

These Terms shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2. Informal Resolution

Before commencing arbitration, the parties will attempt in good faith to resolve any dispute informally by giving written notice describing the dispute and working toward a resolution for at least thirty (30) days.

13.3. Arbitration

Any dispute arising from these Terms that is not resolved informally shall be resolved exclusively through final and binding arbitration in the City of Brampton, Ontario, before a single arbitrator, conducted in English.

13.4. Class Action Waiver

Disputes will be resolved only on an individual basis. Neither party may bring a claim as a plaintiff or class member in any purported class, consolidated, or representative proceeding, and the arbitrator may not consolidate claims or preside over any form of representative proceeding.

13.5. Exceptions

Either party may bring an individual claim in small claims court, and either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information.

14. General Provisions

14.1. Entire Agreement

These Terms, together with any Order Forms and the policies referenced in these Terms, constitute the entire agreement between you and LeanSuite and supersede all prior proposals and communications on the subject. In the event of a conflict, an executed Order Form controls over these Terms.

14.2. Changes to These Terms

We may update these Terms from time to time by posting a revised version and updating the "Last Updated" date. For material changes affecting a paid subscription, we will provide at least thirty (30) days' notice by email or in-product notice before the changes take effect. Your continued use of the Service after the effective date constitutes acceptance of the revised Terms.

14.3. Assignment

Neither party may assign these Terms without the other party's prior written consent, except that either party may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets, on written notice to the other party.

14.4. Severability and Waiver

If any provision of these Terms is held unenforceable, that provision will be limited or severed to the minimum extent necessary and the remaining provisions will remain in full force. A party's failure to enforce any right is not a waiver of that right.

14.5. Relationship of the Parties

The parties are independent contractors. These Terms create no partnership, franchise, joint venture, agency, fiduciary, or employment relationship, and there are no third-party beneficiaries.

14.6. Notices

Notices to LeanSuite must be sent to support@theleansuite.com and to the address in Section 15. Notices to you may be sent to the email address associated with your account or delivered in-product, and are deemed given when sent.

15. Contact Us

If you have any questions about these Terms, please contact us at: