1. Agreement and priority
These Platform Terms of Service (“Platform Terms”) form a business-to-business agreement between Union Global, operating the Union Software business (“Union Software”), and the union, labour organization, benefit plan, training trust, council, organization, or other legal entity identified in a trial signup or order form (“Customer”). The individual accepting confirms that they have authority to bind Customer.
The agreement consists of the trial signup record or order form, any negotiated master agreement, these Platform Terms, the Data Processing Addendum, the Acceptable Use Policy, and documents expressly incorporated by reference. A negotiated master agreement controls over an order form, an order form controls over these Platform Terms, and the Data Processing Addendum controls for processing of customer personal information.
2. Service and changes
Union Software will provide the modules, usage allowances, support level, hosting region, and subscription period identified in the order form. We may improve or change the service during the subscription, provided we do not materially reduce the core functionality purchased. Preview, beta, pilot, and no-charge features may be changed or discontinued at any time and are provided without a service-level commitment.
3. Free trials and evaluations
If the signup page offers a 14-day free trial, the trial begins when the first customer administrator’s workspace is activated and continues for 14 consecutive calendar days, unless a different period is clearly stated before signup. Trials are limited to one per Customer unless Union Software approves otherwise and may include feature, user, storage, communications, or usage limits disclosed at signup or in the service.
Union Software may send the administrator messages needed to verify the account, secure and operate the workspace, provide requested trial instructions or support, state the days remaining, and explain trial expiry, export, or deletion. Consent to receive product news, discounts, promotions, and subscription or upgrade offers is optional, is requested separately from acceptance of these Platform Terms, and may be withdrawn at any time. If selected, that consent continues after the trial ends until it is withdrawn. Declining marketing does not reduce or end the trial. A message whose primary purpose is to persuade the recipient to subscribe, upgrade, or claim an offer is promotional and is sent only where Union Software has the consent or other legal authority required for that recipient.
At the end of the trial, access is suspended unless Customer starts a paid subscription or Union Software extends the evaluation in writing. Customer may use available export functions during the trial and may request a standard export within 30 days after the trial ends. If Customer does not subscribe, Union Software will delete trial Customer Data from active systems within 90 days after the trial ends, subject to legal holds and the limited backup, security, agreement, and suppression records described in the Data Processing Addendum and Privacy Policy. After the 30-day export period, recovery is not guaranteed.
Trial services are for evaluation, are provided “as is” and “as available,” and do not carry a service-level commitment or the paid-service performance warranty. Customer remains responsible for authorized users, lawful data, appropriate permissions, and avoiding reliance on the trial for an urgent deadline, sole record copy, or other mission-critical operation. Union Software may suspend or end a trial for abuse, security risk, unlawful use, misrepresentation, or repeated trial registration.
4. Customer administrators and accounts
- Customer will appoint administrators, approve users, assign least-privilege roles, and promptly remove access when a role or relationship ends.
- Each account is for one authorized person and credentials may not be shared. Customer will use available multi-factor authentication where required or offered for privileged roles.
- Customer is responsible for activity under its accounts unless caused by Union Software’s breach of the agreement.
- Customer will promptly report suspected unauthorized access and cooperate in reasonable containment steps.
- Union Software may rely on instructions from an authorized administrator unless we know the instruction is unauthorized or unlawful.
5. Customer data and control
As between the parties, Customer retains all rights in data, files, records, messages, configurations, and other content submitted to or generated for its workspace (“Customer Data”). Customer grants Union Software a limited right to host, copy, transmit, transform, and otherwise process Customer Data only to provide, secure, support, and improve the contracted service, comply with documented instructions, and meet legal obligations.
Customer decides the lawful purposes, records, retention rules, and user access for its workspace. Customer is responsible for obtaining required authority and notices, responding to its members and workers, and ensuring that its instructions comply with privacy, labour, human-rights, records, election, campaign, and other applicable laws.
Union Software will not sell Customer Data, use it for targeted advertising, or use it to train a general-purpose artificial intelligence model without Customer’s separate, explicit written authorization. We may use de-identified and aggregated service telemetry that cannot reasonably identify Customer or an individual to secure, operate, measure, and improve the service.
6. Privacy, security, and data location
Each party will comply with the privacy and security obligations applicable to its role. The Data Processing Addendum governs personal information processed for Customer. Union Software will maintain safeguards appropriate to the sensitivity of Customer Data and will notify Customer of a confirmed security incident affecting Customer Data without undue delay, with details reasonably available at the time.
Customer selects or is assigned a supported residency region during signup or in the order form. Canadian workspaces use Canadian infrastructure, US workspaces use US infrastructure, and workspaces in other supported markets use their corresponding regional deployment. Union Software configures its core cloud infrastructure and managed production database services in that supported region. Core Customer Data, in-region database replicas, backups, application processing, and private service-to-service traffic remain within that regional boundary and are not ordinarily moved, replicated, or routed through another regional environment. Current provider names and service roles are listed in the Subprocessors disclosure.
This commitment covers the core hosted platform. Customer understands that public internet delivery and enabled communications, payment, mapping, support, or customer-directed integration providers may process the limited data needed for those features outside the primary hosting region, as described in the Subprocessors disclosure and Data Processing Addendum. A customer-authorized correction of an incorrectly selected setup region or a binding legal requirement may also require different handling. An order form or negotiated agreement controls if it identifies a different supported region or contains a more specific commitment.
7. Acceptable use and communications compliance
Customer and its users must follow the Acceptable Use Policy. Customer is the sender and content decision-maker for email, SMS, voice, forms, websites, and campaign communications it initiates. Customer must maintain the consents, lawful bases, sender identification, suppression records, quiet-hour rules, registration, and unsubscribe processes required by CASL, the U.S. Telephone Consumer Protection Act, carrier rules, election laws, and other applicable requirements.
Platform controls help Customer administer its choices but do not determine whether a particular communication, audience, case decision, election, or record practice is lawful. Customer must use qualified professional judgment where appropriate.
8. Fees, taxes, and usage
Customer will pay the subscription, implementation, usage, communications, storage, number, integration, and other fees stated in the order form. Unless the order form says otherwise, fees are invoiced in advance, usage and overages are invoiced in arrears, invoices are due within 30 days, and fees are non-refundable except where the agreement expressly provides a credit or refund.
Fees exclude applicable sales, use, value-added, and similar taxes. Customer is responsible for those taxes other than taxes on Union Software’s net income. We may suspend a paid feature for an undisputed amount more than 15 days overdue after giving written notice and a reasonable opportunity to cure.
9. Third-party services and integrations
Customer may choose to connect third-party services. Customer authorizes the exchange of data necessary for the connection and is responsible for its third-party account, instructions, and separate fees. Union Software is not responsible for a third-party service, but remains responsible for subprocessors to the extent required by the Data Processing Addendum.
10. Confidentiality
Each party will protect the other party’s non-public business, technical, financial, bargaining, member, security, and other confidential information using at least reasonable care. It may use confidential information only to perform or exercise rights under the agreement and disclose it only to personnel, professional advisers, and service providers who need it and are bound to protect it.
Confidentiality obligations do not apply to information the receiving party can document was lawfully known without restriction, becomes public without breach, is received lawfully from another source, or is independently developed. Legally compelled disclosure is permitted after notice where lawful and reasonable cooperation to seek protection.
11. Platform rights and feedback
Union Software and its licensors retain all rights in the platform, documentation, templates, interfaces, models, and underlying technology. During the subscription, Union Software grants Customer a limited, non-exclusive, non-transferable right for its authorized users to access the purchased service for Customer’s internal institutional operations.
Customer may provide feedback, and Union Software may use it without restriction or payment, provided the feedback is not published in a way that identifies Customer or reveals Customer Data without permission. No rights are granted except those expressly stated.
12. Warranties and disclaimers
Union Software warrants that the paid service will materially perform according to its applicable documentation under normal authorized use. Customer’s exclusive remedy for a verified breach is for Union Software to use commercially reasonable efforts to correct the non-conformity; if it cannot do so within a reasonable time, Customer may terminate the affected service and receive a prorated refund of prepaid unused fees for that service.
Except for express warranties in the agreement, the service is provided “as is” and “as available.” To the extent permitted by law, each party disclaims implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing. Union Software does not warrant that every feature will be uninterrupted or error-free or that the service guarantees a legal, labour-relations, financial, or operational outcome.
13. Indemnities
Union Software will defend Customer against a third-party claim that the paid platform, when used as authorized, directly infringes a Canadian or U.S. patent, copyright, or trademark, and will pay finally awarded damages or approved settlements. Union Software may modify or replace the affected service or terminate it with a prorated refund. This does not cover Customer Data, third-party services, combinations not supplied by us, unauthorized changes, or continued use after notice of an available remedy.
Customer will defend Union Software against a third-party claim arising from Customer Data, Customer’s unlawful communications or instructions, or Customer’s material violation of the Acceptable Use Policy, and will pay finally awarded damages or approved settlements. The indemnified party must give prompt notice, reasonable cooperation, and control of the defence, and no settlement may admit fault or impose non-monetary obligations on the indemnified party without consent.
14. Limitation of liability
To the extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, or anticipated savings, even if advised of the possibility. Each party’s aggregate liability arising from the agreement will not exceed the fees paid or payable for the affected services during the 12 months before the event giving rise to liability.
The preceding cap does not apply to payment obligations, infringement or misuse of the other party’s intellectual property, breach of confidentiality, indemnity obligations, fraud, wilful misconduct, gross negligence, or liability that cannot legally be limited. Liability for a party’s breach of the Data Processing Addendum is subject to two times the general cap unless an order form states a different negotiated amount.
15. Term, renewal, and termination
The subscription begins and renews as stated in the order form. Unless the order form says otherwise, either party may terminate for a material breach not cured within 30 days after written notice, or immediately if the other party becomes insolvent, ceases business, or cannot lawfully continue the agreement.
On termination, access ends and unpaid fees become due. At Customer’s written request made before termination or within 30 days after, Union Software will make a standard export of Customer Data reasonably available, subject to payment of undisputed fees. We will then delete Customer Data under the Data Processing Addendum, except for legally required records and controlled backups. Terms that by nature should survive will survive, including payment, confidentiality, ownership, disclaimers, indemnities, liability limits, and dispute provisions.
16. Suspension
Union Software may suspend affected access to prevent or contain a security threat, unlawful activity, material Acceptable Use Policy violation, harm to another customer or provider network, or use prohibited by law. Where practicable, we will notify Customer, limit suspension to the affected function or account, and restore access promptly after the issue is resolved.
17. Governing law and disputes
Unless an order form or negotiated agreement states otherwise, the agreement is governed by the laws of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-law rules. The parties will first escalate a dispute to executives with authority to resolve it and meet in good faith. If unresolved after 30 days, courts located in Toronto, Ontario have exclusive jurisdiction. Either party may seek urgent injunctive relief in any appropriate court.
18. General
Neither party may assign the agreement without the other’s consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all relevant assets, provided the assignee assumes the agreement and is not a direct competitor of the other party. Neither party is liable for delay caused by events beyond reasonable control, except payment obligations.
Notices must be in writing and sent to the addresses in the order form; legal notices to Union Software may also be sent to legal@unionsoftware.com and 190 Norseman St., Suite 100, Etobicoke, Ontario, Canada M8Z 2R4. The parties are independent contractors. There are no third-party beneficiaries. If a provision is unenforceable it will be narrowed as necessary, and the remainder continues. Amendments must be in writing, except that Union Software may update online policies prospectively with notice where the change does not materially reduce Customer’s rights during a current paid term.