Terms of Service

1. Introduction and Acceptance

These Terms of Service form a binding agreement between you and Dhb Feeds Foundation and govern your access to and use of the website https://www.dhbfeeds.lol and the platform services designed, built, and operated by the DHBFeeds development team. By opening the website, creating an account, signing a statement of work, or allowing any member of your organization to use the services, you confirm that you have read these terms, that you understand them, and that you accept them without exception. If you accept these terms on behalf of an organization, you represent that you have the authority to bind that organization, and references to you in these terms then include that organization.

These terms apply together with any statement of work, order form, service description, or acceptable use schedule that the parties sign or that we publish and that expressly incorporates these terms. Where a signed document conflicts with these terms, the signed document controls for the subject it covers. If you do not agree with these terms, do not use the website or the services, and contact us so we can answer questions or close any records connected to you.

2. Who We Are

Dhb Feeds Foundation is a Canadian organization in the industry of Computer Systems Design and Related Services, within the Professional, Scientific, and Technical Services sector. The Foundation designs and operates computer integrated systems design services for community food security, and the DHBFeeds team is the development group that builds and maintains those systems. Our registered office is at 3650 Southbridge Ave, London - N6L 0G5, Canada (CA), our email address is connect@dhbfeeds.lol, and our telephone number is +15076777742. Throughout these terms, the Foundation, the Company, we, us, and our all refer to Dhb Feeds Foundation.

3. Definitions

The following definitions apply throughout these terms.

• Services means the website, the platform families described on it, and any related implementation, configuration, hosting, training, or support work that we provide.
• Client means the organization that signs a statement of work or that registers an account to use the services, together with its authorized users.
• Client Data means the records, content, files, and program information that a client or its users submit to the services, including inventory records, rosters, routes, donor details, and reports.
• Statement of Work means a written document signed by the client and the Foundation that describes the scope, timeline, fees, and special conditions of an engagement.
• Documentation means the manuals, guides, release notes, and training materials we make available for the services.
• Confidential Information means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential under the circumstances.

Words such as including and for example introduce illustrative lists and do not limit the words that precede them. Headings exist for reading convenience and do not affect interpretation.

4. Eligibility and Accounts

To use the services, you must be at least eighteen years old and able to form a binding contract. Accounts are issued to organizations and to named individuals within them. Each account holder receives unique credentials and must keep them secret, use a strong password, enable multi-factor authentication where the service offers it, and notify us immediately at connect@dhbfeeds.lol if credentials are lost, stolen, or misused. An organization is responsible for the actions of its users, for managing user roles, and for removing access promptly when a user leaves or changes duties. We may refuse an account, limit features, or close an account that violates these terms, that creates a security risk, or that we are legally required to refuse.

5. Description of the Services

The services include five platform families: food bank inventory platforms, meal program scheduling systems, donor-to-pantry matching tools, nutrition education content libraries, and grant tracking dashboards. For each family we provide the software, the hosting, the documentation, and the support described in the applicable statement of work or service description. We may improve, update, and add features to the services during an engagement, and we may modify the interface or the technical configuration of a platform provided that the modification does not materially reduce the functionality described in the governing document. Features identified as pilot, beta, or preview are offered for evaluation, may change or stop at any time, and are not covered by the service levels described in this agreement unless a statement of work says otherwise.

6. Engagements, Statements of Work, and Ordering

Most engagements begin with a program review, after which the parties sign a statement of work that identifies the platform family, the implementation plan, the subscription term, the fees, and any special conditions. Statements of work incorporate these terms by reference. Work outside the scope of a signed statement of work is performed only after the parties agree in writing on the change, the timeline, and the price. We may subcontract parts of an engagement, for example hosting or specialized testing, provided that we remain responsible to the client for the performance of the engagement and that subcontractors are bound by confidentiality and data protection obligations no less protective than those in these terms.

7. Fees, Invoicing, and Payment

Fees are stated in Canadian dollars unless a statement of work says otherwise. Subscription fees are invoiced monthly in advance, implementation and training time is invoiced monthly in arrears, and expenses approved in the statement of work are invoiced at cost with reasonable documentation. Invoices are due within thirty days of the date of issue. A client that disputes an invoice must notify us in writing within fifteen days of receipt, describe the dispute in good faith, and pay the undisputed portion when due. Late amounts accrue a service charge of one and one half percent per month, or the maximum rate permitted by law if that rate is lower, from the due date until payment. If payment is more than thirty days late, we may suspend services after written notice and a further grace period of seven days, and suspension does not relieve the client of amounts owed. Fees exclude taxes, and the client is responsible for applicable sales, use, and value added taxes except taxes on our income.

8. Acceptable Use

You agree to use the website and the services lawfully and respectfully. In particular, you must not do any of the following.

• Use the services for any unlawful purpose, including fraud, harassment, or the distribution of content that infringes the rights of any person.
• Interfere with the operation of the services, probe or scan for vulnerabilities without written authorization, or bypass authentication or security controls.
• Access data belonging to another organization, or attempt to do so, except through features expressly designed for sharing between organizations.
• Upload malicious code, overwhelm the services with automated requests, or resell access to the services without our written consent.
• Remove, obscure, or alter any ownership notice, license notice, or attribution that appears in the services or the documentation.
• Use the services to send unsolicited bulk messages or to misrepresent the source of a communication.

We may investigate suspected violations and may suspend access under the termination provisions of these terms. Where a violation causes harm to another client or to the public, we may report the matter to the appropriate authorities.

9. Client Responsibilities and Client Data

The client is responsible for the accuracy, quality, and legality of client data and for the means by which the client acquired it. The client confirms that it has all rights and consents needed to submit client data to the services and to have the Foundation process it as described in these terms. The client is also responsible for designating trained administrators, for reviewing configuration before go-live, for maintaining its own records of consents for program participants where required, and for using the platform features, such as role permissions and audit logs, in a manner consistent with its own obligations. The client must keep account information current, including the billing contact and the security contact, and must cooperate reasonably with our requests when we investigate an incident or troubleshoot a fault. We rely on the client to tell us promptly if a feature cannot meet an operational need, because early notice lets us adjust the configuration or the plan before program delivery is affected.

10. Intellectual Property Ownership

The services, the software behind them, the documentation, the designs, the brand marks of the Foundation and of DHBFeeds, and all related intellectual property are and remain the property of the Foundation or its licensors, and nothing in these terms transfers ownership to the client. Client data remains the property of the client, and nothing in these terms gives the Foundation ownership of it. Where a statement of work provides for custom configuration, workflow definitions, report templates, or content produced specifically for the client, the statement of work states who owns each deliverable and the license granted to the other party. Feedback that a client chooses to send us, including suggestions about features and usability, may be used freely by the Foundation to improve the services without obligation or attribution.

11. Licenses and Restrictions

During a subscription term, the Foundation grants the client a limited, non-exclusive, non-transferable license to access and use the services and the documentation for the internal purposes of the organization, in accordance with these terms and the governing statement of work. The client grants the Foundation a limited license to host, copy, process, transmit, and display client data solely as needed to provide the services and to fulfill the instructions of the client. Neither party may copy the property of the other party except as expressly permitted, and the client must not reverse engineer the services, create derivative works from the software, or use the services to build a competing product, except where such acts are permitted by applicable law that cannot be waived.

12. Confidentiality

Each party will protect the confidential information of the other party with at least the same care it uses for its own confidential information, and in no event with less than reasonable care. Confidential information may be used only to perform under these terms and may be disclosed only to employees, contractors, and advisers who need it for that purpose and who are bound by confidentiality duties. The duty of protection lasts for the term of the engagement and for five years after it ends, except for trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law. These duties do not apply to information that is public without breach of any duty, that was already known to the recipient without restriction, that was independently developed, or that must be disclosed by law, provided that the recipient gives the other party reasonable notice where notice is lawful.

13. Privacy and Data Protection

Our handling of personal information is described in the Privacy Policy published on the website, which forms part of these terms for engagements that involve personal information. Where the Foundation processes personal information on behalf of a client, the Foundation acts under the instructions of the client and applies the technical and organizational measures described in the privacy documentation for the relevant platform family. Each party remains responsible for its own compliance with the privacy laws that apply to it, including the Personal Information Protection and Electronic Documents Act of Canada and comparable laws of other jurisdictions where the parties operate. The client must notify us without undue delay if it becomes aware of an unlawful submission of personal information to the services, and we will assist the client in meeting its notification duties where the incident concerns systems we operate.

14. Availability, Support, and Service Levels

We design the services for dependable operation and schedule maintenance outside of peak distribution hours wherever possible. Support channels, response targets, and availability targets for a subscription are stated in the service description for the platform family, and service credits, if any, are the remedy stated there for missed targets. Planned maintenance is announced in advance through the administrative message channel of the service. Emergency maintenance may occur without advance notice when required to protect security or integrity, and we confirm the action afterward through the same channel. Availability commitments do not cover failures caused by client equipment or networks, by third party services outside our reasonable control, by suspension under these terms, or by use of the services outside the documentation.

15. Warranties and Disclaimers

Each party warrants that it has the power to enter into these terms and that it will perform with reasonable skill and care. We warrant that the services will materially conform to the documentation during a subscription term, and we will correct non-conformities reported with reasonable detail, either by repair, replacement, or adjustment of the fees for the affected period, at our option. To the fullest extent permitted by law, the services are otherwise provided as is and as available, and the Foundation disclaims all other warranties, whether statutory, express, or implied, including warranties of merchantability, fitness for a particular purpose, quiet enjoyment, and non-infringement. We do not warrant that the services will be uninterrupted or error free, that every defect will be corrected, or that program outcomes, funding results, or food safety conclusions follow from the use of the services. Food handling decisions remain the responsibility of program staff and applicable regulators, and the platforms support those decisions but do not replace them.

16. Limitation of Liability

To the fullest extent permitted by law, the total aggregate liability of the Foundation arising out of or related to these terms or the services will not exceed the total fees paid or payable by the client to the Foundation under the governing statement of work in the twelve months preceding the event giving rise to the claim. Neither party will be liable to the other for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, lost goodwill, or lost data, even if advised of the possibility of those damages. These limits do not apply to liability that cannot be limited by law, to a payment obligation of the client, or to damages caused by the gross negligence or willful misconduct of a party. The parties agree that these limits are reasonable because the fees reflect the allocation of risk stated in these terms and because the Foundation could not offer the services at the stated prices without them.

17. Indemnification

The client will defend and indemnify the Foundation against third party claims arising from client data, from the manner in which the client uses the services, or from a breach of the acceptable use provisions, provided that the Foundation gives prompt notice of the claim, allows the client to control the defense, and cooperates reasonably at the expense of the client. The Foundation will defend and indemnify the client against third party claims that the services, as provided by the Foundation and used as documented, infringe a copyright, trademark, or trade secret of a third party, subject to the same notice and cooperation conditions. If an injunction restricts the use of the services because of such a claim, the Foundation may, at its option and expense, procure the right to continue the use, modify the services to avoid the claim, or replace the affected component with a functionally equivalent alternative, and if none of those options is reasonably available, terminate the affected statement of work and refund prepaid fees for the unused term.

18. Term, Suspension, and Termination

These terms begin when first accepted and continue while any statement of work or account remains active. A subscription continues for the term stated in the governing document and renews for successive terms of the same length unless either party gives written notice of non-renewal at least thirty days before the end of the current term. Either party may suspend performance or terminate a statement of work with written notice if the other party materially breaches these terms and does not cure the breach within thirty days of the notice. We may suspend access immediately where required by law, where a security incident involving the account is underway, or where non-payment continues past the grace period described in the fees section. On termination, the rights and licenses granted under the affected document end, the client remains responsible for fees earned before the effective date, and we make client data available for export for thirty days unless the law requires longer, after which we delete it according to the data handling schedule. Sections that by their nature should survive termination, including ownership, confidentiality, disclaimers, liability, and dispute resolution, survive.

19. Governing Law and Dispute Resolution

These terms are governed by the laws applicable in the Province of Ontario and the federal laws of Canada, without regard to conflict of law rules that would apply another body of law. The parties will first attempt to resolve any dispute through good faith discussions between senior representatives, then through a neutral mediator chosen by agreement of the parties if discussions do not resolve the matter within thirty days. Where mediation does not resolve the dispute, the parties submit to the exclusive jurisdiction of the courts located in London, Ontario, except that either party may seek urgent injunctive relief in any court of competent jurisdiction to protect confidential information or intellectual property. Nothing in this section prevents a party from raising a concern with a regulator, and the parties agree that records maintained in the ordinary course of business are admissible in any proceeding.

20. Changes to These Terms and Contact Information

We may update these terms from time to time to reflect changes in the services, the law, or our operations. When we publish a revised version on the website, we will update the date at the top of the page, and for material changes that affect active subscriptions we will also send notice to the administrative contact of the client at least thirty days before the change takes effect. Continued use of the services after the effective date means acceptance of the revised terms, and a client that does not accept a material change may end the affected subscription before the effective date and receive a refund of prepaid fees for the unused term. The current version of these terms is always available on the website, and earlier versions are available on request.

Questions about these terms, requests for signatures, and notices required under these terms go to the Foundation by email at connect@dhbfeeds.lol, by telephone at +15076777742, or by mail at Dhb Feeds Foundation, 3650 Southbridge Ave, London - N6L 0G5, Canada (CA). Thank you for reading these terms completely. We are proud to build systems that help communities feed their neighbors, and we look forward to working with you.