Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and 2806939 Ontario Ltd., doing business as Bagel Technologies ("Bagel," "we," "us," or "our"), a corporation organized under the laws of the Province of Ontario, Canada. By accessing or using the Bagel platform ("Service"), you agree to be bound by these Terms. If you do not agree, do not use the Service.

1. Eligibility

You must be at least eighteen (18) years of age to use the Service. By using Bagel, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into these Terms. If you are using the Service on behalf of a business entity, you represent that you have the authority to bind that entity to these Terms.

2. Description of Service

Bagel is a software-as-a-service ("SaaS") restaurant operating system that provides tools for point of sale, inventory management, labor scheduling, financial reporting, and operational intelligence. The Service is provided via a web-based platform accessible through supported browsers.

3. Account Registration

To access the Service, you must create an account and provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately at legal@withbagel.com of any unauthorized use of your account.

4. Subscription, Billing, and Payments

Access to certain features of the Service requires a paid subscription. All payments are processed exclusively through Stripe, Inc. ("Stripe"). By subscribing, you agree to Stripe's terms of service in addition to these Terms. Subscription fees are billed in advance on a recurring basis (monthly or annually, as selected). All fees are non-refundable except as expressly provided herein or as required by applicable law.

We reserve the right to modify pricing at any time upon thirty (30) days' prior written notice. Continued use of the Service after a price change constitutes acceptance of the new pricing.

5. Early Access Program

Bagel may offer an Early Access program that provides qualifying users with a ninety (90) day risk-free trial period. During the Early Access period: (a) no subscription fees will be charged; (b) you may cancel at any time without penalty; and (c) certain features may be incomplete, in beta, or subject to change. Early Access availability, duration, and terms are at our sole discretion and may be modified or discontinued at any time.

6. Cancellation

You may cancel your subscription at any time through your account settings or by contacting us at legal@withbagel.com. Upon cancellation, your access will continue until the end of the current billing period. No refunds will be issued for partial billing periods unless required by applicable law.

7. Intellectual Property

The Service, including all software, designs, text, graphics, logos, and other content provided by Bagel ("Bagel Content"), is owned by or licensed to 2806939 Ontario Ltd. and is protected by copyright, trademark, and other intellectual property laws of Canada and international treaties. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your internal business purposes in accordance with these Terms.

"Bagel," the Bagel logo, and all related names, logos, and slogans are trademarks of 2806939 Ontario Ltd. You may not use these trademarks without our prior written consent.

8. User Data and Content

You retain all ownership rights in the data and content you submit to the Service ("User Data"). By using the Service, you grant Bagel a limited, non-exclusive license to process, store, and display your User Data solely to provide and improve the Service. We will not sell, rent, or share your User Data with third parties except as described in our Privacy Policy or as required by law.

9. Prohibited Uses

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable law or regulation;
• Reverse engineer, decompile, or disassemble any aspect of the Service;
• Attempt to gain unauthorized access to any part of the Service or its infrastructure;
• Interfere with or disrupt the integrity or performance of the Service;
• Use the Service to transmit malware, viruses, or other harmful code;
• Scrape, harvest, or collect data from the Service by automated means without our express written consent;
• Sublicense, resell, or redistribute the Service to any third party;
• Use the Service in any manner that could damage, overburden, or impair our servers or networks.

10. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BAGEL DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. YOU USE THE SERVICE AT YOUR OWN RISK.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL 2806939 ONTARIO LTD., ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, WHETHER IN AN ACTION IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICE. OUR TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNT YOU PAID TO BAGEL IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. Indemnification

You agree to indemnify, defend, and hold harmless 2806939 Ontario Ltd. and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Service; (b) your violation of these Terms; or (c) your violation of any rights of a third party.

13. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. Any dispute arising under these Terms shall be subject to the exclusive jurisdiction of the courts of the Province of Ontario, and you hereby consent to the personal jurisdiction of such courts.

14. Dispute Resolution

Before initiating any legal proceeding, you agree to first contact us at legal@withbagel.com and attempt to resolve the dispute informally for a period of at least thirty (30) days. If the dispute cannot be resolved informally, either party may proceed with litigation in the courts of Ontario as set forth in Section 13.

15. Modifications to Terms

We reserve the right to modify these Terms at any time. Material changes will be communicated via email or through a prominent notice on the Service at least thirty (30) days before taking effect. Your continued use of the Service after the effective date of any modifications constitutes acceptance of the updated Terms. If you do not agree to the modified Terms, you must discontinue use of the Service.

16. Termination

We may suspend or terminate your access to the Service at any time, with or without cause, and with or without notice. Upon termination: (a) your license to use the Service immediately ceases; (b) you must cease all use of the Service; and (c) we may delete your account and User Data after a reasonable retention period, subject to our Privacy Policy and applicable law.

17. Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

18. Entire Agreement

These Terms, together with the Privacy Policy, constitute the entire agreement between you and 2806939 Ontario Ltd. with respect to the Service and supersede all prior agreements, representations, and understandings.

19. Contact Information

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

2806939 Ontario Ltd.
d/b/a Bagel Technologies
Ontario, Canada
legal@withbagel.com