Terms of Use

Hills Digital Labs Inc. Terms of Use Website, Services & Digital Solutions Agreement

Effective Date: 01/08/2026 Last Updated: 01/08/2026

Welcome to Hills Digital Labs Inc. (“Hills Digital Labs,” “Company,” “we,” “us,” or “our”).

These Terms of Use (“Terms”) govern your access to and use of:

• https://hillsdigitallabs.com and any related websites, platforms, applications, software products, tools, and services operated by us;
• Digital solutions, consulting, development, integration, automation, and technology services provided by Hills Digital Labs Inc.

By accessing our website or using our services, you agree to be legally bound by these Terms. If you do not agree, you must not access or use our website or services.

These Terms apply to all visitors, customers, clients, users, partners, and any individual or organization that accesses or uses Hills Digital Labs services or website (collectively, “you” or “User”).

1. Company Information Hills Digital Labs Inc. GTA / Toronto, Ontario, Canada Website: https://hillsdigitallabs.com Email: info@hillsdigitallabs.com

Hills Digital Labs provides software solutions, digital platforms, application development, system integrations, automation solutions, and technology consulting services to businesses and organizations.

2. Acceptance of Terms; Eligibility By accessing or using our website or services, you represent and warrant that:

• You have read, understood, and agree to these Terms;
• You have the legal capacity and authority to accept these Terms on behalf of yourself or the organization you represent;
• You will comply with all applicable laws and regulations;
• You accept full responsibility for your use of our services and any activity under your accounts.

If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity. These Terms form a binding agreement between you (or the entity you represent) and Hills Digital Labs.

You must be at least the age of majority in your jurisdiction (or have parental/guardian consent where required) to use our services.

3. Relationship to Other Agreements Specific projects, deliverables, pricing, timelines, ownership transfers, licensing, support, and other commercial terms may be governed by separate written agreements, proposals, statements of work (SOWs), order forms, licensing agreements, or master service agreements.

Where a separate written agreement exists and conflicts with these Terms, the separate written agreement controls for the applicable services. These Terms continue to apply to website use and any matters not addressed in the separate agreement.

4. Services Hills Digital Labs may provide technology services including (without limitation):

• Custom software development;
• Web and mobile applications;
• Business automation and digital transformation;
• Software and system integrations;
• API development;
• Cloud-based solutions;
• Data systems, dashboards, and analytics;
• Consulting and technical services;
• Proprietary software products and tools.

We reserve the right to modify, suspend, or discontinue any aspect of the website or services at any time, with or without notice, except as otherwise agreed in a separate written agreement.

5. License Grant (Where Applicable) Subject to your compliance with these Terms and any applicable separate agreement, Hills Digital Labs grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the applicable software, platforms, or tools solely for your internal business purposes as expressly authorized.

All rights not expressly granted are reserved by Hills Digital Labs. Software and technology are licensed, not sold. No ownership rights are transferred unless expressly agreed in a written instrument signed by an authorized representative of Hills Digital Labs.

6. Website and Acceptable Use You may access and use our website only for lawful business and informational purposes.

You agree not to, and will not permit others to:

• Attempt unauthorized access to our systems, networks, accounts, or data;
• Interfere with, disrupt, or degrade the operation, security, or integrity of the website or services;
• Introduce viruses, malware, ransomware, or any harmful code;
• Scrape, crawl, copy, reproduce, extract, or harvest content, data, or code without prior written permission;
• Use the website or services to distribute unlawful, defamatory, misleading, harmful, or infringing material;
• Probe, scan, or test the vulnerability of any system without prior written authorization;
• Reverse engineer, decompile, disassemble, or attempt to discover source code or underlying ideas (except to the limited extent expressly permitted by applicable law that cannot be waived);
• Use the services to build competing products or for competitive analysis;
• Circumvent any technical protection measures or usage limits;
• Engage in any activity that violates applicable law or third-party rights.

Hills Digital Labs may monitor use for security and compliance purposes and may suspend or terminate access for any violation or suspected violation, without liability.

7. Intellectual Property Ownership All software, applications, platforms, tools, source code, object code, architecture, algorithms, databases, interfaces, designs, documentation, frameworks, processes, methods, workflows, trademarks, logos, content, and other technology developed, provided, or licensed by Hills Digital Labs (including all improvements, enhancements, and derivatives) remain the exclusive intellectual property of Hills Digital Labs or its licensors, unless ownership is expressly transferred in a signed written agreement.

This includes pre-existing materials, background IP, tools, libraries, and methodologies used or developed in the course of providing services.

You may not copy, modify, distribute, republish, reverse engineer, create derivative works from, remove proprietary notices from, or commercially exploit any Hills Digital Labs intellectual property without prior written permission.

Any feedback, suggestions, or ideas you provide regarding our services or products may be used by Hills Digital Labs freely and without restriction or compensation, and you hereby assign all rights in such feedback to Hills Digital Labs.

8. Software Modification and Restrictions Unless expressly authorized in a signed written agreement:

• You may not edit, modify, alter, customize, or create derivative versions of our software or technology;
• You may not remove or circumvent technical protections;
• You may not attempt to recreate functionality or build competing solutions based on our technology.

Unauthorized modification may result in immediate termination of access and licenses, loss of support, and legal action. Approved modifications, if any, must be performed by Hills Digital Labs or a party we expressly authorize in writing.

9. No Reverse Engineering You expressly agree not to, directly or indirectly:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, algorithms, or proprietary logic;
• Analyze structure, sequence, or organization for competitive purposes;
• Circumvent security controls or access restrictions.

These restrictions apply to software whether installed locally, hosted, delivered via cloud, or accessed via API, to the maximum extent permitted by law.

10. Client Responsibilities You are solely responsible for:

• Providing accurate, complete, and timely information and materials;
• Maintaining the security of your accounts, credentials, and access;
• Reviewing and accepting deliverables in accordance with any agreed process;
• Maintaining appropriate backups of your own data;
• Ensuring your use (and that of your users) complies with all applicable laws;
• Obtaining all necessary rights, consents, and licenses for any third-party content, systems, or data you provide or connect.

Hills Digital Labs is not responsible for issues arising from inaccurate information you provide, unauthorized access to your systems, third-party failures, or your misuse of the services.

11. Third-Party Services and Integrations Our solutions may interoperate with third-party services (cloud providers, payment processors, APIs, hosting platforms, software vendors, databases, or business applications).

Those third-party services are controlled solely by their providers. Hills Digital Labs does not control and makes no guarantees regarding their availability, performance, security practices, changes, or continued compatibility. Your use of third-party services is subject to their separate terms. We are not liable for any third-party acts, omissions, or failures.

12. Data Ownership and Privacy Unless otherwise agreed in writing:

• You retain all ownership rights in your business data and information that you provide to us;
• Hills Digital Labs retains all ownership rights in its software, tools, frameworks, methodologies, and intellectual property;
• We use client data only as necessary to provide, maintain, support, and improve the agreed services, and as otherwise permitted by law or separate agreement.

Hills Digital Labs does not claim ownership of your business data.

Our collection, use, and disclosure of personal information is governed by our Privacy Policy and applicable Canadian privacy laws (including PIPEDA). Please review our Privacy Policy. Where we process personal information on your behalf as a service provider, additional data processing terms may apply under a separate agreement or addendum.

13. Confidentiality Each party agrees to protect the other party’s confidential information with at least the same degree of care it uses to protect its own confidential information of like importance (and in no event less than reasonable care), and not to disclose it to third parties except as necessary to perform under these Terms or as required by law (with prior notice where legally permitted).

Confidential information includes business, technical, financial, pricing, security, customer, product, and software information that is marked confidential or that a reasonable person would understand to be confidential.

Obligations survive termination for a reasonable period (or longer for trade secrets).

14. Fees and Payment (Where Applicable) Fees, payment terms, taxes, and related commercial terms for paid services are set out in the applicable proposal, SOW, order form, or separate agreement.

Unless otherwise agreed in writing, fees are non-refundable. Late payments may incur interest and may result in suspension of services. You are responsible for all applicable taxes.

15. “As Is” and Disclaimer of Warranties To the maximum extent permitted by applicable law, the website, software, and services are provided on an “AS IS” and “AS AVAILABLE” basis, without warranties of any kind, whether express, implied, statutory, or otherwise.

Hills Digital Labs specifically disclaims all warranties and conditions of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, reliability, availability, and uninterrupted or error-free operation.

We do not warrant that the services will meet all of your requirements, that defects will be corrected, or that third-party systems will remain compatible. Technology services depend on factors outside our reasonable control.

No oral or written information or advice creates any warranty not expressly set out in a signed written agreement.

16. Limitation of Liability To the maximum extent permitted by applicable law, Hills Digital Labs Inc., its directors, officers, employees, contractors, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including lost profits, lost revenue, lost business opportunities, lost data, business interruption, or cost of substitute services, regardless of the theory of liability (contract, tort, negligence, or otherwise) and even if advised of the possibility of such damages.

The total aggregate liability of Hills Digital Labs arising out of or relating to these Terms or the services shall not exceed the total fees actually paid by you to Hills Digital Labs for the specific services giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to the claim.

These limitations apply even if any limited remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations; in such cases the limitations apply to the fullest extent permitted by law. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law (including for fraud or willful misconduct where such exclusion is prohibited).

17. Indemnification You agree to indemnify, defend, and hold harmless Hills Digital Labs Inc. and its directors, officers, employees, contractors, agents, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your use or misuse of the website or services;
• Your violation of these Terms or any applicable law;
• Your unauthorized modifications or reverse engineering;
• Your infringement or misappropriation of any third-party rights;
• Any content, data, or materials you provide or process through the services.

18. Suspension and Termination Hills Digital Labs may suspend or terminate your access to the website or services immediately, with or without notice, if:

• You breach these Terms or any separate agreement;
• You fail to pay amounts due;
• We reasonably believe there is a security, legal, or operational risk;
• Required by law or to protect our rights or other users.

Upon termination:

• Your right to access and use the services ends;
• Any licenses granted terminate (unless otherwise agreed in writing);
• You must cease all use and destroy any unauthorized copies;
• Provisions that by their nature should survive (including ownership, IP, confidentiality, disclaimers, limitations of liability, indemnification, and governing law) will survive.

You may stop using the website at any time. Termination of paid services is governed by the applicable separate agreement.

19. Portfolio and Publicity Unless you notify us in writing that you withhold consent (or a separate agreement provides otherwise), Hills Digital Labs may identify you as a client and reference the general nature of completed projects in marketing materials, portfolios, case studies, websites, and presentations. We will not disclose your confidential information without authorization.
20. Changes to These Terms We may update these Terms from time to time. The updated version will be posted on https://hillsdigitallabs.com with a revised “Last Updated” date.

Your continued use of the website or services after the updated Terms are posted constitutes acceptance of the changes. For material changes affecting paid services, we will provide reasonable notice where practicable (e.g., via email or in-product notice). If you do not agree to the updated Terms, you must stop using the website and services.

21. Governing Law and Dispute Resolution These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles.

Any dispute arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada, and you consent to such jurisdiction and venue.

Before commencing formal proceedings, the parties agree to attempt in good faith to resolve any dispute through informal negotiation.

22. Force Majeure Hills Digital Labs shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including internet or telecommunications failures, cloud or hosting provider outages, cybersecurity incidents or attacks, natural disasters, pandemics, government actions or restrictions, labor disputes, infrastructure failures, power outages, or third-party service interruptions.
23. General Provisions Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions continue in full force and effect.

Entire Agreement. These Terms, together with any applicable Privacy Policy and separate written agreements, constitute the entire agreement between you and Hills Digital Labs regarding the subject matter and supersede all prior or contemporaneous understandings.

Assignment. You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms without restriction.

Waiver. No failure or delay by either party in exercising any right shall constitute a waiver.

Notices. Notices to Hills Digital Labs should be sent to the email or address set out in Section 1. Notices to you may be sent to the email or contact information associated with your account or provided to us.

Export and Sanctions Compliance. You agree to comply with all applicable export control and sanctions laws and regulations. You represent that you are not located in, or a national of, any country subject to Canadian or other applicable embargoes or sanctions, and are not a prohibited or restricted party.

24. Contact For questions regarding these Terms: Hills Digital Labs Inc. GTA / Toronto, Ontario, Canada Email: info@hillsdigitallabs.com Website: https://hillsdigitallabs.com

© Hills Digital Labs Inc. All Rights Reserved.