Subscription Agreement
This Subscription Agreement is between Bicameral Corp. ("Bicameral", "we", "us", and "our") and the end user agreeing to these terms ("you" or "your").
Last modified: March 12, 2026.
Please read the following terms and conditions of this Subscription Agreement (the "Agreement") regarding use of our ToolMate application and its services (the "App"). This Agreement governs your access to and use of the App (including any subsequent updates to the App).
By downloading, installing, accessing or using the App or clicking on the "I Agree" button, you represent and warrant that (i) you agree to be bound by all of this Agreement, and if you are accepting this Agreement on behalf of a company or other legal entity, you have the authority to bind such entity to the terms and conditions of this Agreement; (ii) you have read and understand this Agreement; (iii) you are of legal age in the jurisdiction where you are normally resident; (iv) you are not ordinarily resident in a country which is subject to a United States or Canadian government embargo or that has been designated by the United States government as a "terrorist supporting" country; and (v) you are not listed on any United States or Canadian government list of prohibited or restricted parties. If you do not agree to any of the terms and conditions of this Agreement, do not download, install, access, or use the App.
Grant of License. Subject to your continued compliance with this Agreement, Bicameral hereby grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable license to use the App set out in your online order or other ordering document (“Order Form”) for your internal business purposes or, if you are not a business, your personal purposes, and for the subscription period set out in your Order Form (“Subscription Period”). Upon the expiration or other termination of this Agreement, your use of the App will immediately and automatically cease.
Limits. Usage of the App is subject to usage and features limits specified in Bicameral's website, usage guides and policies, as updated from time to time (“Documentation”) and your Order Form. If you wish to exceed a usage limit or add features, you may enter into Order Form for additional usage and/or features and pay for the additional usage and/or features in accordance with “Invoicing and Payment” section below.
Free Services. You may decide to use the free version of the App made available by Bicameral (“Free Services”). Free Services are provided to you without charge with certain usage and feature limits as described in the Documentation and/or Order Form. Usage without these limits requires your purchase of a paid subscription. You agree that Bicameral, in its sole discretion and for any or no reason, may at any time impose a time limit on Free Services or terminate your access to the Free Services or any part thereof. You agree that any imposition of a time limit or termination of your access to the Free Services may be without prior notice, and you agree that Bicameral will not be liable to you or any third party for such time limit or termination. You are solely responsible for exporting Customer Data from the Free Services prior to termination of your access to the Free Services for any reason, provided that Bicameral will make available Customer Data as set out in the “Return of Customer Data” section below. Accounts that have not been accessed for more than six (6) months will be deemed dormant and will be deleted along with all Customer Data. In the case of a dormant account, we will attempt to notify you via email prior to deletion to give you an opportunity to access your account and/or export your Customer Data; however, failure to receive or act on this notification will not prevent account and data deletion. IF YOU HAVE A PAID SUBSCRIPTION TO THE APP AND DOWNGRADE TO FREE SERVICES, YOU MUST EXPORT OR DOWNLOAD CUSTOMER DATA AS PERMITTED BY THE FUNCTIONALITY OF THE APP BEFORE THE END OF THE PAID SUBSCRIPTION OR CUSTOMER DATA WILL BE PERMANENTLY DELETED, PROVIDED THAT BICAMERAL WILL MAKE AVAILABLE CUSTOMER DATA AS SET OUT IN THE “RETURN OF CUSTOMER DATA” SECTION BELOW.
Functions. Bicameral reserves the right to enhance, modify, or discontinue any aspect of the functionality of the App, in whole or in part, at any time, for any reason, or for no reason at all, at our sole discretion, with or without notice to you. Bicameral is not obligated to provide any technical support for your use of the App.
Protection of Customer Data. Bicameral will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of electronic data and information submitted by or for you to the App (“Customer Data”). Bicameral will not (a) modify Customer Data, (b) disclose Customer Data except as compelled by law in accordance with the “Confidentiality: Compelled Disclosure” section below or as expressly permitted in writing by you, or (c) use or access Customer Data except to (i) provide the services of the App and prevent or address service or technical problems, or at your request in connection with customer support matters; and (ii) analyze the performance of the App to enable improvement of the App, including to generate aggregated and anonymized data for machine learning and training artificial intelligence algorithms in order to help improve the App.
Return of Customer Data. Bicameral will make certain types of Customer Data available to you for export or download as provided in the functionality of the App during your subscription period. If you have a paid subscription to the App and downgrade to Free Services intentionally or under the “Suspension of Service” section below, any extended or enhanced data associated with the paid subscription will be retained for up to thirty (30) days, after which it will be permanently deleted. Any authorized and verified requests for data deletion will be processed immediately with no recovery possible. Bicameral will have no obligation to maintain or provide any Customer Data after termination or expiration of this Agreement, and thereafter will permanently delete all copies of Customer Data in its systems, unless legally prohibited.
Your Responsibilities. You will (a) be responsible for your users' compliance with this Agreement, Documentation and Order Forms, (b) be responsible for the accuracy, quality and legality of Customer Data, the means by which you acquired Customer Data, and your use of Customer Data with the App, (c) use reasonable efforts to prevent unauthorized access to or use of the App, and notify Bicameral promptly of any such unauthorized access or use, (d) use the App only in accordance with this Agreement, Documentation, and applicable laws and government regulations. Any use of the App in breach of the foregoing by you or your users that in Bicameral's judgment threatens the security, integrity or availability of Bicameral's services, may result in Bicameral's immediate suspension of usage of the App, however Bicameral will use commercially reasonable efforts under the circumstances to provide you with notice and an opportunity to remedy such violation or threat prior to any such suspension.
Use in the United States and Canada. The App is currently intended for users within the United States and Canada. Because of this we cannot guarantee that the App complies with law or regulation of other countries, or are appropriate for use, in other places. The App is not intended for distribution to, or use by, any person in any jurisdiction where such distribution or use would not comply with any applicable law or regulation.
Restrictions. You agree not to attempt to decompile, disassemble, modify, reverse engineer or translate the software used within the App or otherwise attempt to learn the source code of the App. You are not authorized to alter, modify, copy, edit, format, or create derivative works of the App, or to access the App in order to build a competitive product or service or to copy any features, functions or graphics of the App.
Acceptable Use Restrictions. You must: (i) not use the App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the App, or any operating system; (ii) not infringe the Intellectual Property Rights of any third party in relation to your use of the App (“Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, and any other proprietary rights); and (iii) not upload or transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App.
Term. This Agreement commences on the date you first accept it and continues until all subscriptions hereunder have expired or have been terminated.
Termination. Bicameral reserves the right to terminate this Agreement if you do not comply with all of this Agreement. If you are dissatisfied with the App, your sole remedy will be to terminate this Agreement and cease to use and, if applicable, uninstall the App. Termination of this Agreement for any reason provided in this Agreement will not relieve you of any obligation or liability accruing prior to such termination, nor preclude Bicameral from pursuing all rights and remedies it may have under this Agreement, at law or in equity, with respect to breach of this Agreement.
Billing. If you decide to purchase a paid subscription to the App, you will be charged the fee in advance on a monthly or yearly basis or other interval and for the Subscription Period as set out in the Order Form. Fees are based on subscriptions purchased and not actual usage. Payment obligations are non-cancelable for the Subscription Period and fees paid are non-refundable. Quantities purchased cannot be decreased during the relevant Subscription Period. We may change the price for the paid subscription, including recurring subscription fees (for periods not yet paid), from time to time and will communicate any price changes to you in advance. Price changes will take effect at the start of the next Subscription Period following the date of the price change. Subject to applicable law, you accept the new price by continuing to use the App after the price change takes effect. If you do not agree with a price change, you may reject the change by unsubscribing from the paid subscription prior to the price change going into effect.
Taxes. Bicameral's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder. For clarity, Bicameral is solely responsible for taxes assessable against it based on its income, property and employees.
Payments. If you are a paid user of our App, your payment information, such as your credit card number and related information required to complete your purchase, is collected and processed by our third party payment processor (currently Stripe) via a connection in our App, and not by Bicameral itself. Your dealings with the payment processor are solely between you and such payment processor according to their privacy polices and terms and conditions. You agree that Bicameral will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between yourself and the payment processor, you agree that Bicameral is under no obligation to become involved or resolve any such dispute.
Currency. Unless otherwise specified in the Order Form, you agree that the currency of all payments under this Agreement will be United States currency.
Overdue Charges. If any amounts invoiced hereunder are not received by Bicameral by the due date, then at Bicameral's discretion, such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month (equivalent to 18% per annum), or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. If Bicameral is required to take action to collect any amount due, then you agree that you will pay Bicameral all costs Bicameral incurs in collecting any amounts hereunder, including, but not limited to, reasonable attorneys' fees and costs.
Suspension of Service. If any charge owing by you is 10 days or more overdue, Bicameral may, without limiting its other rights and remedies, automatically downgrade you to Free Services until such amounts are paid in full.
Ownership of Software. The App is licensed, not sold, to you only for your use under this Agreement. Bicameral retains all rights, title, and interest relating to or embodied in the App, including all copyrights and related intellectual property rights relating thereto. We may use feedback you provide in connection with your use of the App as part of our App or business operations without any obligation or restriction of any kind. Any such feedback will not be considered your Confidential Information.
Ownership of Marks. All graphics, logos, domain names, trademarks and trade names relating to the App (collectively, the “Marks”) are the property of Bicameral and its licensors. Bicameral and its licensors retain all rights, title and interest, including all intellectual property rights, in and to the Marks. You are prohibited from using any of the Marks.
Customer Data. Subject to the limited rights granted by you hereunder, Bicameral acquires no right, title or interest from you in or to Customer Data, including any intellectual property rights therein.
Confidentiality.
Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information will include Customer Data; Bicameral’s Confidential Information of Bicameral will include the software and technology within the App; and Confidential Information of each party will include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Customer Data) will not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party without reference to the Confidential Information of the Disclosing Party.
Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) to (a) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (b) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its affiliates, accountants, attorneys or other professional advisors, or potential acquirers, without the other party’s prior written consent, and provided that in each case each such person must have a legitimate reason to have access to such Confidential Information and must be under an agreement or otherwise under a duty at law to protect such Confidential information which is substantially equivalent to the obligations contained herein.
Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law, regulation or securities exchange requirement to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
As Is, Where Is. The App is provided to you on an “AS IS, WHERE IS” and “AS AVAILABLE” basis. Without limiting the foregoing, BICAMERAL DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING OF MERCHANTABLE QUALITY, MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, WORKMANLIKE EFFORT OR OF NON-NEGLIGENT PERFORMANCE. BICAMERAL WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY HARM TO YOUR MOBILE DEVICE, COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE APP. WE MAKE NO WARRANTY THAT THE USE OF THE APP WILL MEET YOUR REQUIREMENTS OR BE SECURE OR ERROR-FREE.
LIMITATION ON LIABILITY. IN NO EVENT WILL BICAMERAL OR ITS SUPPLIERS BE LIABLE TO YOU (INCLUDING LIABILITY TO PERSON OR PERSONS WHOSE CLAIM OR CLAIMS ARE BASED ON OR DERIVED FROM A RIGHT OR RIGHTS CLAIMED BY YOU), WITH RESPECT TO ANY AND ALL CLAIMS AT ANY AND ALL TIMES ARISING FROM OR RELATED TO THE USE OF THE APP OR THIS AGREEMENT FOR AN AGGREGATE AMOUNT THAT EXCEEDS THE AMOUNT YOU HAVE PAID FOR THE USE OF THE APP DURING THE PREVIOUS 12 MONTH PERIOD, OR USD $10.00, WHICHEVER IS GREATER. IN NO EVENT WILL BICAMERAL BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES, LOSS OF GOODWILL, REVENUE, BUSINESS PROFITS, OR EXPECTED SAVINGS, OR COSTS OF PROCUREMENT OF REPLACEMENT PRODUCTS OR SERVICES, EVEN IF BICAMERAL HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES WILL APPLY TO ALL CAUSES OF ACTION AND REGARDLESS OF THE CAUSE OF ACTION AND WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY.
Indemnification. You agree to indemnify and hold Bicameral harmless from any claim, demand or liability, including reasonable attorneys’ fees, made by any third party due to or arising out of Customer Data or use of the App or your violation of this Agreement.
Waiver and Severability. The failure of Bicameral to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.
Changes to this Agreement. We reserve the right to change this Agreement from time to time with or without notice to you in our sole discretion. The most current version of this Agreement can be reviewed at /en/subscription-agreement. The date this Agreement was last revised is identified on the first page of this Agreement. Please check back frequently to see any updates or changes to this Agreement. If you do not agree with any version of this Agreement in effect at the time, you will have the right to terminate this Agreement by ceasing to use and, if applicable, uninstalling the App. Your continued use of the App indicates your agreement to be bound by all of the terms and conditions of this Agreement as amended by us from time to time.
Entire Agreement. This Agreement, Order Forms and our Privacy Policy are the entire agreement between Bicameral and you regarding the use of the App, and this Agreement supersede and replace any prior agreements between Bicameral and you regarding the same. Subject to the provisions set forth in the “Changes to this Agreement” section above, no amendment to or modification of this Agreement will be binding unless in writing, signed by an authorized senior executive of Bicameral, and expressly referring to this Agreement.
Headings and Gender. The headings to, and the division of this Agreement into sections, subsections, paragraphs, and subparagraphs are for ease of reference only and will not in any way affect or be used in interpreting any of the provisions of this Agreement. Unless the context otherwise requires, a reference to a section, subsection, paragraph, or subparagraph by number or letter is a reference to the appropriate section, subsection, paragraph, or subparagraph in this Agreement. In this Agreement, the singular of any term includes the plural and vice versa and the use of any term is equally applicable to any gender and where applicable to a corporate entity; and the conjunction “or” will be understood in its inclusive sense (and/or).
Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to any conflict of laws that would apply a different body of law. The application of the United Nations Convention on Contracts for the International Sale of Goods will not apply to any part of any transaction which may result from this Agreement and the same is strictly excluded from this Agreement.
Arbitration. Any and all disputes, controversy or claims arising out of or in connection with or in relation to this Agreement or the breach thereof, including any question regarding its existence, validity, performance or termination and any tort or other common law or statutory claim arising out of or relating to, its performance, this Agreement, Bicameral’s Privacy Policy, or the App (collectively, the “Dispute”), will be referred to and finally resolved by arbitration administered by the International Centre for Dispute Resolution under the International Dispute Resolution Procedures - International Arbitration Rules. The place of arbitration will be Toronto, Ontario. Notwithstanding the foregoing, either party may at any time apply to a court with appropriate jurisdiction only to (a) seek interim or provisional relief necessary to protect its rights or property pending the resolution of a Dispute in accordance with these procedures, including injunctive relief and specific performance, or (b) enter or enforce any final and binding arbitration award.
Terms Relevant to App Store. If the App is downloaded from Apple Corporation’s iTunes Application Store (the “App Store”), then you also agree to the following terms: (a) Apple Corporation (“Apple”) will have no liability for the App. This Agreement is solely between you and Bicameral. Bicameral, not Apple, is solely responsible for the App and the content thereof; (b) using the App is limited to a non-transferable license for use on any Apple-branded products (including iPhone or iPad computing devices) owned or controlled by you in accordance with the App Store’s terms of service; (c) Apple has no obligation whatsoever to provide you with any technical support, maintenance, or other services for the App; (d) in the event that the App fails to conform to any applicable warranty (if any), you may notify Apple, and Apple refund your license fee (if any). To the extent permitted by applicable law, Apple has no warranty obligation for the App and Bicameral will be responsible for any claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty set forth in this Agreement; (e) Apple will not be liable for any claims relating to the App or your possession or use of the App, including, but not limited to (i) product liability claims, (ii) any claim that the App fails to conform to any applicable legal requirement, and (iii) claims arising under consumer protection, privacy or similar legislation; (f) Apple will not be liable for any third party claims that the App infringes a third party’s intellectual property rights and Bicameral will be responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim; (g) you must comply with applicable third party terms of agreement when using this App; and (h) Apple and its subsidiaries will be third party beneficiaries of this Agreement with respect to the App, and that Apple will have the right to enforce this Agreement against you as a third party beneficiary. If the App is downloaded from the Google Play App Store, Google LLC and its affiliates (“Google”) have no responsibility to undertake or handle support and maintenance of the App or any complaints about the App.
Event Outside Our Control. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by any act or event beyond our reasonable control, including failure of public or private telecommunications networks.
Remedies. The rights and remedies of Bicameral hereunder are cumulative and are in addition to, and not in substitution for, any other rights and remedies available under this Agreement, at law or in equity or otherwise.
Assignment. We may assign or transfer our rights and obligations under this Agreement to another organization without consent. You may only assign or transfer your rights or obligations under this Agreement to another person if we agree in writing.
Contact Us
Bicameral Corp.
401-420 Main St.
Milton, ON
L9TM 5G3
info@bicameral.ca