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Terms of Service

Privacy and Security:

Terms of Service

Last Updated: September 22nd, 2025

THIS SOFTWARE CANNOT BE DEPLOYED OR ACCESSED UNLESS YOU, THE “SUBSCRIBER”, ACCEPT THE TERMS AND CONDITIONS OF THIS SOFTWARE SUBSCRIPTION AGREEMENT (“AGREEMENT”) BY CLICKING THE “ACCEPT” ICON BELOW. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCEPTING IT. IF, UPON REVIEW, YOU CHOOSE NOT TO ACCEPT THE TERMS AND CONDITIONS AS SET FORTH HEREIN, DO NOT ACCESS THIS SOFTWARE AND CONTACT ACTIVEBOOKER FOR A FULL REFUND OF ANY PRE-PAID FEES. PLEASE NOTE THAT BY AGREEING TO THESE TERMS AND CONDITIONS, YOU ALSO AGREE TO ENSURE THAT ANY PERSON ENTITLED TO USE THE SOFTWARE, SUCH AS YOUR EMPLOYEES, WILL ALSO ABIDE BY THE TERMS OF THIS SUBSCRIPTION AGREEMENT, AND YOU WILL INDEMNIFY ACTIVEBOOKER AGAINST ANY BREACH OF THIS AGREEMENT BY SAID EMPLOYEES. ACTIVEBOOKER AND SUBSCRIBER ARE EACH REFERRED TO HEREIN AS A “PARTY” OR COLLECTIVELY, THE “PARTIES”

TERMS AND CONDITIONS

1. SaaS Services.

  • Activebooker will provide to the Subscriber access to and the right and ability to use the Software on a software-as-a-service basis, hosted by Activebooker at its own facility or a third party data centre (collectively, the “System”) for the term specified in the subscription model at the time of purchase (the “Term”). Provided that all Applicable Fees have been paid and the Subscriber is not in breach of this Agreement, the Subscriber may renew the subscription for additional Terms. The Subscriber may store up to 1 month of System-related data in its Activebooker-hosted database, the cost of which is included in the Applicable Fee.
  • Activebooker shall also provide the Subscriberwith all relevant “Documentation” (being all materials and associated media, online or in electronic form, consisting of human readable statements and information describing or relating to the design, specifications, use, operation, support, management, quality assurance and maintenance of the System, Software and all Updates and Upgrades, including technical manuals, operations manuals, user manuals, guidelines and help files, as applicable). The provision of such System and related services of Activebooker, including System software support services as set out herein, shall be hereinafter referred to as the “Services”. The Subscriber and its employees are entitled to use the Services for the Subscriber’s internal business purposes only.

2. Updates and Upgrades.

Access to Updates and Upgrades shall be made available to the Subscriber as part of the System when they are released, at no additional license fee (for clarity, the then-current Applicable Fee shall continue to apply). “Updates” mean changes or patches to be integrated with the Software to correct errors and that do not alter the functionality or the content of the Software. “Upgrades” mean new versions or modifications of the Software that alter the functionality or contents of the Software. Subscriber is required to accept all Update and Upgrade requests upon receiving notification that same are ready for installation. Activebooker has the option to defer its provision of software support services to Subscriber, until all required installations of Updates and Upgrades previously provided by Activebooker, have been completed by Subscriber. 

3. Maximum Authorized Users.

The Subscriber agrees to limit its authorized users to the number of users permitted for the subscription model purchased, if a limit was specified. If no limit was specified, there can be an unlimited number of authorized users. Each user is subject to a separate verification process.

4. Fee.

  • Subscriptions for the Software shall either be annual subscriptions or monthly subscriptions, as per the subscription model purchased. Fees payable for the subscription for the Services (each, an “Applicable Fee”) shall be paid by the Subscriber prior to the Subscription Start Date, and for month to month Terms, shall be payable every thirty (30) days thereafter. “Subscription Start Date” means the date that the Subscriber first has access to the System. All renewals of the subscription for the Services shall be paid prior to the subscription renewal date. A failure to pay Applicable Fees applicable to a renewal Term shall result in this Agreement being terminated. Activebooker is not responsible for storing any Subscriber Data after the Agreement has been terminated, and Subscriber Data may be deleted by Activebooker at any time after the Agreement has been terminated.
  • The fee for a renewal term shall be the standard rate Activebooker is charging for new subscriptions at the time of renewal.
  • Should the Subscriber be required by any law or regulation to make any withholding or deduction on account of tax or otherwise on any amount payable to Activebooker under this Agreement, the amount payable to Activebooker will be increased by the amount of such withholding or deduction to ensure that Activebooker receives a sum equal to the sum required to be paid under this Agreement.

4. Support and Service Levels.

Activebooker will provide software support to the Subscriber and its employees 24 hours per day, 7 days a week, through email. Software support is for the purpose of responding to possible errors in the Software or set-up of the Software and other issues of a technical nature. Software support does not include implementation services, programming, report generation or resolution of the Subscriber computer system problems that are unrelated to the operation of the Software. Prior to using Activebooker’s technical support services, the Subscriber and its employees are expected to have a reasonable familiarity with the Software through participation in the instructional videos provided by Activebooker as part of the Services.

6. Confidential Information.

  • “Confidential Information” means each party’s non-public business and technology information, trade secrets, any written materials marked as confidential, and any other information which is clearly identified as confidential or proprietary at the time of disclosure or that the receiving party reasonably should understand to be confidential. Activebooker agrees that the Subscriber Data (as defined below) shall be considered Confidential Information of the Subscriber. The Subscriber agrees that Activebooker’s Software, design, architecture, data base schema, and related documentation and information shall be considered Confidential Information of Activebooker.
  • Confidential Information excludes information that the receiving party can document: (i) is or becomes generally available to the public without fault of the receiving party; (ii) was rightfully in the receiving party’s possession prior to its disclosure by the other party; (iii) is independently developed without the use of any Confidential Information of the disclosing party; or (iv) is obtained without obligation of confidentiality from a third party who has the right to disclose it. The receiving party also may disclose Confidential Information to the extent required under a judicial or legislative order or proceeding or as necessary to comply with open records acts or other freedom of information laws or regulations; provided that it gives the disclosing party, if legally permissible, reasonable prior notice and an opportunity to respond or object to the disclosure.
  • The receiving party (i) shall not disclose Confidential Information or any information derived therefrom to any person, other than employees and independent contractors with a need to know such information and who are obligated to keep such information confidential (“Disclosees”); (ii) use the Confidential Information for any purpose, except as permitted by this Agreement, or (iii) reverse-engineer, decompile, translate, disassemble, duplicate, copy, reproduce, modify, transfer or distribute all or any part of the Confidential Information except as required to provide the Services or as is consistent with the use of any Confidential Information as set out in this Agreement. The receiving party shall give Confidential Information at least the same level of protection as it gives its own information of similar sensitivity, but not less than a reasonable level of protection. Confidentiality obligations shall survive any termination of this Agreement. A party disclosing the other party’s Confidential Information to Disclosees shall cause such Disclosees to maintain the confidentiality of such Confidential Information and shall be responsible for any violation of this Agreement by such Disclosees.
  • Subscriber shall not:
    • Transfer, distribute or rent the System or use, copy or modify the System, in whole or in part.
    • Decompile, reverse assemble or otherwise reverse engineer the System.
    • Reproduce, distribute or revise the System documentation.
  • Activebooker may monitor System usage including license rights, data storage and time expended on a given webpage and may aggregate any System usage information with similar data sets to improve overall user experience.
  • Subscriber authorizes Activebooker to de-identify, anonymize and use Subscriber’s Anonymized Data (defined below), including by combining it with data from other sources to an aggregate dataset, and using the resulting information for business and analytic purposes. “Anonymized Data” means data that has had all information that can be used to uniquely identify an individual removed. Subscriber grants Activebooker a perpetual license to use for any business related purpose (including but not limited to selling, licensing or disclosing data to others), all data collected or inputted into the Activebooker Platform relating to facility bookings provided that no personal information of customers or members is disclosed.
  • Subscriber agrees that all personal information it stores using the System shall be collected by Subscriber in accordance with all applicable privacy laws and Subscriber warrants that all necessary consents for the collection of such information were properly obtained by Subscriber. Subscriber agrees to indemnify and save harmless the Company for all losses and damages that the Company may incur as a result from a breach of this provision by Subscriber.

7. Third Party Payment Providers and Linked Sites

  • Use of the Activebooker Platform requires the Subscriber to set up an account with a third party payment provider. The Subscriber is responsible to ensure that such account is set up properly and is linked to Platform and to the Subscriber’s bank account, OTHERWISE PAYMENTS DUE TO THE SUBSCRIBER FROM ITS CUSTOMERS WILL NOT DEPOSIT PROPERLY TO THE SUBSCRIBER’S BANK ACCOUNT. Activebooker will not be responsible for any payment delays which result from the above noted accounts not being linked properly.
  • SUBSCRIBER UNDERSTANDS AND AGREES THAT IF THE SUBSCRIBER USES THE SYSTEM TO FACILIATE PAYMENTS BETWEEN ITSELF AND ITS CUSTOMERS, SUCH PAYMENTS ARE ROUTED THROUGH A THIRD PARTY PAYMENT PROVIDER, EXTERNAL TO ACTIVEBOOKER. ACTIVEBOOKER IS NOT RESPONSIBLE FOR ERRORS IN PAYMENTS MADE USING SUCH THIRD PARTY PAYMENT SERVICES, INCLUDING PAYMENTS MADE TO OR FROM THE SUBSCRIBER AND ITS CUSTOMERS. ACTIVEBOOKER HAS NO ABILITY TO CORRECT SUCH ERRORS. ACTIVEBOOKER IS NOT RESPONSIBLE FOR DOWNTIME OR GLITCHES THAT MAY OCCUR WHEN USING THIRD PARTY PAYMENT PROVIDER SERVICES NOR IS ACTIVEBOOKER LIABLE FOR ANY DISCLOSURES OF SUBSCRIBER’S CONFIDENTIAL INFORMATION MADE BY SUCH THIRD PARTY PAYMENT PROVIDERS. ANY CLAIMS OR ISSUES WITH THIRD PARTY PAYMENT PROVIDERS MUST BE DEALT WITH BETWEEN THE SUBSCRIBER AND THE THIRD PARTY PAYMENT PROVIDER DIRECTLY (WITHOUT THE SYSTEM OR ACTIVEBOOKER BEING THE INTERMEDIARY).
  • In the event that links or information relating to third party business offerings are referenced in or accessible through the Platform, these are provided for informational purposes only and should not be considered an endorsement of such products or services by Activebooker. Activebooker is not responsible for the privacy practices, actions or content of these external sites or companies.

8. Subcontractors.

Activebooker has the right to use subcontractors to deliver any part of the Services, at its sole discretion.

9. Intellectual Property

  • Neither Party will acquire any right, title, or interest in the intellectual property rights owned by the other Party by virtue of its performance under this Agreement, except as specifically set out herein.
  • Activebooker acknowledges that, as between Activebooker and the Subscriber, the Subscriber exclusively owns all rights, title and interest in and to all: (a) data which the Subscriber and its employees input into the Software and all derivatives thereof; and (b) all data, reports (but not the template form of reports not populated with the Subscriber information, the intellectual property rights in such template form being owned by Activebooker), materials, and other documentation created with or generated by the Software for the Subscriber’ use (collectively, the “Subscriber Data”).
  • The Subscriber acknowledges that Activebooker owns all right, title, and interest including all intellectual property rights, in and to the Software, the System and the Services, their design, architecture, data base schema, the Documentation, and all other intellectual property provided to the Subscriber in connection with the foregoing. For avoidance of doubt, this includes Feedback (as defined below) but does not include the Subscriber Data.
  • Activebooker may, but is not is not required to, incorporate any feedback, content, workflows, processes, techniques, rules, data, algorithms and other ideas that the Subscriber shares with Activebooker (“Feedback”) into the Software or the System. Feedback shall not be considered Confidential Information of Subscriber and Activebooker shall be permitted to incorporate the Feedback into the Software and the System notwithstanding that the Software and the System will be used to provide Services to other customers of Activebooker. The sharing of Feedback with Activebooker does not give the Subscriber any ownership rights in the Software or the System even if Activebooker incorporates such Feedback therein, nor does it give the Subscriber any right to compensation.

10. Defaults.

Each of the following shall constitute an Event of Default for the purposes of this Agreement, which shall entitle the non-defaulting Party to immediately terminate this Agreement: (i) if a Party fails to perform any material obligation set forth in this Agreement and such default continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party, or (ii) if a Party declares bankruptcy or becomes insolvent, or if it should be put into receivership or a trustee is appointed for the benefit of its creditors, to the extent permitted by bankruptcy laws and regulations.

11. Termination for Convenience.

Activebooker may terminate this Agreement for convenience by giving the Subscriber no less than six (6) months notice. Subscriber may choose not to renew a Term, at its sole discretion but shall have no right to terminate for convenience mid-Term.

12. Consequence of Termination.

In the event that the Subscriber terminates this Agreement due to an Event of Default by Activebooker, or in the event that Activebooker terminates this Agreement for convenience, Activebooker shall refund to the Subscriber a pro-rated amount of any pre-paid Applicable Fee representing unused fees for the remainder of the then current Term. Prior to termination, Subscriber may download its data from the Platform in a manner and format consistent with the standard Activebooker data extraction offering at that time, at no additional charge.

13. Mutual Representations and Warranties.

Each Party warrants that it has the full power and authority to execute, deliver and perform the Agreement and that the execution, delivery and performance of the Agreement does not and will not result in the violation of any applicable laws or conflict in any material respect with or constitute a material breach under any document, agreement, license or other writing by which it is bound.

14. Warranties.

Activebooker warrants as follows:

  • Activebooker shall use all reasonable efforts to ensure that the System performs the functions as described in available software documentation and specifications. Activebooker does not guarantee that the System is free of bugs or errors but will take reasonable measures to remediate any such issues that the Subscriber identifies, to the extent same are defects inherent in the System. Activebooker is under no obligation to fix bugs, errors or other issues which have been introduced into the system from other sources.
  • Activebooker will use current, industry-standard technology and processes to protect against Malware in the Software. Activebooker warrants that the Software will not contain any Malware or disabling devices intentionally inserted by Activebooker or its personnel. “Malware” is any virus, worm, trap door, back door, timer, clock or other computer software code or routines or hardware components designed to disable, damage or impair the operation of the Software or the information or data accessed or manipulated thereby, or any other software or computer system accessed thereby during the currency of the Term.

Except as expressly set forth in this Agreement, Activebooker does not make any warranties, express or implied, including the implied warranties of merchantability or fitness for any particular purpose other than for the stated purpose in the Documentation, to the Subscriber. During the term of this Agreement Activebooker shall use managerial, operational and technical safeguards and take such other actions as reasonably necessary and consistent with the practices and professional standards applied by commercially reasonable information technology service providers handling similarly sensitive information, to preserve and protect against any anticipated or actual threats or hazards to the integrity and security of, and prevent any unauthorized access to or destruction, use, modification and disclosure of, any the Subscriber There are no warranties, or duties of care owed to the Subscriber, other than as expressly set out herein.

 

15. Limitations of Liability.

  • Neither Party will be liable for damages which are not reasonably foreseeable, nor for punitive or exemplary damages.
  • Neither Party will be liable for any special, consequential or indirect damages.
  • Except as specifically provided in subsection (d), Activebooker’s aggregate liability for all claims arising under or in connection with this Agreement or its subject matter shall in no event exceed the most recent Applicable Fee.
  • The limitations provided for in subsection (c) shall not apply to:
    • the indemnification obligations of Activebooker pursuant to subsection 16(a) of this Agreement;
    • fraud or wilful misconduct of a Party.

16. Indemnity.

  • Activebooker will indemnify, defend, and hold harmless the Subscriber from and against any third party claim, suit, demand, action or proceeding arising out of or related to Activebooker’s or its personnel’s intentional misuse, intentional unauthorized disclosure, or intentional misappropriation of the Subscriber’s Data.
  • In the event that any of the Software, Services, or any deliverables provided by Activebooker in the performance of the Services (an “Indemnified Product”), or the Subscriber’ possession or use thereof, has been found by final order of a court of competent jurisdiction to infringe or misappropriate a patent, copyright, moral right, trademark, trade secret, or other intellectual property right of a third party, including a breach of a confidentiality obligation or a misuse of open source code (an “Infringement Claim”), or if at any time Activebooker is of the opinion that an Indemnified Product is likely to become the cause of an action for an Infringement Claim, Activebooker shall, at Activebooker’s option: (i) obtain for the Subscriber the rights to continued use of the Indemnified Product; (ii) replace or modify the Indemnified Product so that it is no longer infringing, but maintaining equivalent functionality; or (iii) if neither (i) or (ii) cannot be achieved on a commercially reasonably basis, terminate this Agreement and refund to the Subscriber a pro-rated amount of the fees paid for such Indemnified Product representing fees which are attributable to the remainder of the current payment year. Notwithstanding the foregoing, Activebooker will have no liability to the Subscriber with respect to any Infringement Claim to the extent that the claim is based upon (x) the Subscriber’s unauthorized modification of any Indemnified Product; (y) the use of the Software or the System not in accordance with the this Agreement or the Documentation, or (z) access to, or use of, any Indemnified Product in combination with any system, software, network, or other materials or service not provided by Activebooker or authorized in the Documentation or otherwise in writing by Activebooker.

17. Force Majeure.

If circumstances beyond the control of the Parties shall temporarily make it impossible for either or both of them to perform their obligations hereunder (“Force Majeure”), then the principles of force majeure shall apply and the right and obligations of the Parties shall be temporarily suspended during the Force Majeure period to the extent that such performance is reasonably affected thereby. If such circumstances continue for 5 days, the performing Party may terminate the Agreement. Neither Party will be excused from performing its obligations due to Force Majeure if that Party failed to take the appropriate steps to mitigate the harm caused by foreseeable events or failed to take steps to mitigate the harm after a Force Majeure event. An inability to pay due to insufficient funds shall not be considered an event of Force Majeure.

18. Assignment.

Activebooker has the right to assign this Agreement to an affiliate of Activebooker or to any party to whom Activebooker has transferred ownership of the Software or System. This Agreement or the rights and obligations hereunder, cannot be assigned by the Subscriber.

19. Currency.

All fees payable in relation to the subscription shall be made in Canadian dollars unless otherwise specified by Activebooker on the subscription order page.

20. Dispute Resolution Process.

Before commencing legal action, the Parties will make a reasonable, good faith attempt to resolve any disagreement, claim or dispute (a “Dispute”) between the Parties arising out of or relating to this Agreement, including with respect to the interpretation of any provision of this Agreement, by direct discussions between themselves, in a prompt and amicable manner, provided that the foregoing shall not prevent either Party from seeking an injunction or other equitable relief from a court including in order to protect its intellectual property rights or its Confidential Information. The Subscriber and Activebooker shall meet as often as the Parties reasonably deem necessary in order to resolve the Dispute without resorting to any formal proceeding. If the Subscriber and Activebooker have not resolved the Dispute within seven (7) calendar days after the Dispute was referred to them, either Party shall be free to initiate legal proceedings. Offers of settlement and all documents or other materials created for the purposes of resolving a Dispute are made on a “without prejudice” basis. Evidence of any such offers of settlement, documents and materials shall not be admissible in any court proceeding or arbitration and do not constitute an admission or waiver of rights.

21. Governing Law.

This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Newfoundland and Labrador, excluding those that lead to the application of the laws of any other jurisdiction. The provincial or federal courts located in the Province of Newfoundland and Labrador shall have the exclusive jurisdiction to hear any matter arising in connection with this Agreement. The Parties further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Agreement.

22. Whole Agreement.

This Agreement constitutes the entire agreement between the Parties concerning the subject matter thereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties. There are no covenants, promises, warranties, representations, conditions, understandings or other agreements, oral or written, express, implied or collateral between the Parties in connection with the subject matter of this Agreement except as specifically set forth in this Agreement and any document required to be delivered pursuant to this Agreement.

23. Severability.

If any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, any such provision shall be severable from this Agreement, in which event this Agreement shall be construed as if such provision had never been contained herein.

24. Revisions to Agreement.

Activebooker may update this Agreement periodically. Advance notice of any such updates will be provided through the System. If the Subscriber does not wish to accept the revisions, Subscriber has the right to terminate this Agreement within seven (7) days of the notification being provided and Activebooker shall refund to the Subscriber a pro-rated amount of the pre-paid Applicable Fee representing unused fees for the remainder of the current payment year. Continued use of the System more than seven (7) days after such notification constitutes acceptance of the revised Agreement.