1. Acceptance of Terms

These Terms of Service set forth the legally binding agreement between you, whether as an individual or on behalf of an entity, and Kid Cubbies Inc., a corporation organized under the laws of Canada with its registered office at 814-1100 Ambleside Drive, Ottawa, Ontario, K2B 8G6, Canada, operating under the trade name Cubby Kids. The terms Company, we, us, and our refer to Kid Cubbies Inc. The terms you and your refer to the individual or entity accessing or using our website or engaging our services.

By accessing or using our website at https://www.cubbykids.autos, contacting us through the website or by electronic mail, engaging our professional services, or otherwise interacting with Cubby Kids in a manner governed by these terms, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and by our Privacy Policy, which is incorporated herein by reference. If you do not agree to these terms in their entirety, you are not authorized to use our website or services and must discontinue access immediately.

We reserve the right to modify, amend, or replace these Terms of Service at any time at our sole discretion. Any modifications will be effective immediately upon posting the updated terms to this page. It is your responsibility to review these terms periodically for changes. Your continued use of the website or services following the posting of any revised terms constitutes your acceptance of those changes.

2. Description of Services

Cubby Kids provides professional services within the computer systems design and related services industry, including but not limited to: computer systems architecture and design, integrated systems engineering, cloud infrastructure planning deployment and management, cybersecurity architecture and security engineering, technical consulting and advisory services, managed systems operations and ongoing support, technology due diligence and technical audit services, and technology training and enablement programs.

All services are provided pursuant to a separate written agreement, statement of work, or engagement letter executed by both parties. The description of services on our website is for informational purposes only and does not constitute a binding offer to provide services. Cubby Kids reserves the right to decline any engagement or inquiry at its sole discretion and without obligation to state a reason. We do not guarantee that any specific service offering described on our website will be available at any given time or in any particular geographic location. Each engagement is scoped individually based on the client's specific requirements, existing infrastructure, operational constraints, and business objectives.

3. Website Use and Conduct

Our website is made available for lawful, professional purposes consistent with our business operations. By accessing our website, you agree that you will not: use the website in any manner that violates any applicable federal, provincial, territorial, local, or international law, regulation, or ordinance; attempt to gain unauthorized access to any part of the website, the server infrastructure on which the website is hosted, or any other server, computer, database, or system connected to the website; introduce any viruses, Trojan horses, worms, logic bombs, malware, or other material that is malicious or technologically harmful to the website, our systems, or the systems of any third party; use any automated means including robots, spiders, crawlers, scrapers, or scripts to access, copy, extract, or monitor any portion of the website or its content without our prior express written consent; use the website to transmit, distribute, or store any material that is unlawful, defamatory, obscene, harassing, threatening, invasive of privacy or publicity rights, or otherwise objectionable; impersonate any person or entity, falsely state or misrepresent your affiliation with any person or entity, or forge headers or otherwise manipulate identifiers; or use the website in any manner that could disable, overburden, damage, or impair the website or interfere with any other party's use and enjoyment of the website. We reserve the right to terminate or restrict your access to the website at any time, without notice and at our sole discretion.

4. Intellectual Property Rights

4.1 Website Content

All content published on our website, including but not limited to text, graphics, logos, icons, images, page layout, design elements, source code, software, and the selection, coordination, and arrangement thereof, is the exclusive property of Cubby Kids or its content suppliers and is protected by Canadian and international copyright, trademark, and other intellectual property laws. The Cubby Kids name, the Kid Cubbies Inc. name, our logo, and all related names, logos, product and service names, designs, and slogans are trademarks and trade names owned by Kid Cubbies Inc. or its affiliates. You may not copy, reproduce, distribute, modify, create derivative works from, publicly display, publicly perform, republish, download, store, transmit, or otherwise exploit any content from our website for any commercial purpose without our prior express written consent.

4.2 Limited License

We grant you a limited, non-exclusive, non-transferable, revocable license to access and view the content on our website for your personal, non-commercial informational purposes only. This license does not include any right to sell, resell, or commercially use any website content; collect and use any service listings, descriptions, or pricing; create any derivative use of the website or its content; or use any data mining, robots, or similar data gathering and extraction tools.

4.3 Client Deliverables

Subject to the terms of the applicable engagement agreement, Cubby Kids generally assigns to the client ownership of deliverables created specifically for that client. Cubby Kids retains ownership of pre-existing tools, methodologies, frameworks, templates, code libraries, and know-how used in service delivery, granting the client a perpetual, irrevocable, royalty-free license to use such pre-existing materials in connection with the deliverables.

5. Confidentiality

In the course of exploring or engaging our services, you may disclose to us, or we may receive access to, information that is confidential or proprietary to you or your organization, including but not limited to business plans, financial data, technical specifications, system configurations, source code, infrastructure details, security information, customer data, trade secrets, and other non-public information. Cubby Kids agrees to hold all such confidential information in strict confidence, to use it solely for the purpose of evaluating or delivering the services for which it was disclosed, and to protect it using measures no less stringent than those we apply to our own confidential information of similar sensitivity.

The obligation of confidentiality does not apply to information that: is or becomes publicly available through no fault of Cubby Kids; was rightfully in Cubby Kids's possession prior to its disclosure by you; is independently developed by Cubby Kids without use of or reference to your confidential information; or is required to be disclosed by law, regulation, or court order, provided that Cubby Kids gives you prompt notice of such requirement to the extent legally permitted and reasonably cooperates in any effort to limit or resist the disclosure. For client engagements, more detailed confidentiality provisions will be set forth in the applicable engagement agreement or a separate non-disclosure agreement executed by both parties, which shall control in the event of any conflict with these general terms.

6. Disclaimer of Warranties

THE WEBSITE AND ALL CONTENT, INFORMATION, MATERIALS, AND SERVICES DESCRIBED THEREIN ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUBBY KIDS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, AND FREEDOM FROM ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS.

WITHOUT LIMITING THE FOREGOING, CUBBY KIDS DOES NOT WARRANT OR REPRESENT THAT: THE WEBSITE WILL BE AVAILABLE AT ALL TIMES, UNINTERRUPTED, ERROR-FREE, OR SECURE; ANY DEFECTS OR ERRORS IN THE WEBSITE OR ITS CONTENT WILL BE CORRECTED; THE WEBSITE OR THE SERVER INFRASTRUCTURE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THE INFORMATION ON THE WEBSITE IS ACCURATE, COMPLETE, CURRENT, OR RELIABLE; OR THE RESULTS FROM USING THE WEBSITE WILL MEET YOUR REQUIREMENTS. THE INFORMATION ON OUR WEBSITE IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS PROFESSIONAL, TECHNICAL, LEGAL, OR FINANCIAL ADVICE.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUBBY KIDS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST DATA, LOST BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, DAMAGE TO GOODWILL OR REPUTATION, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE WEBSITE OR ANY CONTENT OR SERVICES DESCRIBED THEREIN, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CUBBY KIDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF CUBBY KIDS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES FOR ANY AND ALL CLAIMS SHALL NOT EXCEED THE GREATER OF: THE AMOUNT PAID BY YOU TO CUBBY KIDS FOR SERVICES DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED CANADIAN DOLLARS (CAD $100). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS.

8. Indemnification

You agree to defend, indemnify, and hold harmless Cubby Kids and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable legal and professional fees) arising out of or relating to: your breach or violation of any provision of these Terms of Service; your use of the website in any manner not expressly authorized by these terms; your violation of any applicable law, regulation, or the rights of any third party; or any content or information you transmit, submit, or otherwise provide to us through the website. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

9. Governing Law and Dispute Resolution

These Terms of Service and any dispute or claim arising out of or relating to them, their subject matter, or their formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, without regard to conflict-of-law principles that would result in the application of the laws of any other jurisdiction.

Any dispute, controversy, or claim arising out of or relating to these Terms of Service, or the breach, termination, or invalidity thereof, shall first be attempted to be resolved through good-faith negotiation between the parties. If the parties are unable to resolve the dispute through negotiation within thirty calendar days, either party may refer the dispute to binding arbitration in accordance with the Arbitration Act (Ontario). The arbitration shall be conducted in Ottawa, Ontario, Canada, in the English language, before a single arbitrator mutually agreed upon by the parties or, failing agreement, appointed by a court of competent jurisdiction. The arbitral award shall be final and binding, and judgment upon the award may be entered in any court having jurisdiction thereof.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of the party's intellectual property rights or confidential information. For such actions, the parties consent to the exclusive jurisdiction and venue of the courts located in Ottawa, Ontario, Canada.

10. General Provisions

10.1 Entire Agreement

These Terms of Service, together with our Privacy Policy and any separate written agreement executed between you and Cubby Kids for the provision of professional services, constitute the entire agreement between you and Cubby Kids with respect to your use of our website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties.

10.2 Severability

If any provision is held invalid, illegal, or unenforceable, such provision shall be eliminated or limited to the minimum extent necessary and the remaining provisions will continue in full force and effect.

10.3 No Waiver

No failure or delay by Cubby Kids in exercising any right, power, or remedy shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise thereof.

10.4 Assignment

You may not assign, transfer, delegate, or sublicense any of your rights or obligations under these Terms of Service without our prior written consent. Cubby Kids may assign, transfer, or delegate any of its rights or obligations hereunder at its discretion without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

10.5 Relationship of the Parties

Nothing in these Terms of Service shall be construed to create a partnership, joint venture, agency, employment, or franchise relationship between you and Cubby Kids.

10.6 Force Majeure

Cubby Kids shall not be liable for any delay or failure to perform its obligations if such delay or failure results from circumstances beyond our reasonable control, including without limitation acts of God, natural disasters, fire, flood, earthquake, epidemic or pandemic, war, terrorism, civil unrest, labor disputes, governmental orders or regulations, failure or interruption of utility or telecommunications services, Internet service provider failures, or denial-of-service attacks.

10.7 Notices

All notices relating to these Terms of Service shall be in writing and deemed delivered upon receipt when sent by electronic mail to contact@cubbykids.autos or by registered or certified mail to: Kid Cubbies Inc., 814-1100 Ambleside Drive, Ottawa, Ontario, K2B 8G6, Canada.

11. Contact Information