1. Who we are and what these Terms cover
1.1Blue Rain Labs Inc. ("Blue Rain Labs", "we", "us") is a corporation formed by amalgamation under the Business Corporations Act (Ontario), with its office in Toronto, Ontario. Our notice address is Unit 147, 1329 Queen Street East, Toronto, Ontario M4L 1C6, and our legal contact is legal@bluerainlabs.com.
1.2These Terms govern access to and use of the Blue Rain Labs Client Hub at hub.bluerainlabs.com, the API Gateway at api.bluerainlabs.com, and every hosting, feature, add-on and subscription service we provide through them (together, the "Services").
1.3Work we perform for you under a signed agreement, estimate or statement of work (a "Services Agreement") is governed by that document. If a Services Agreement and these Terms conflict, the Services Agreement governs the work it describes and these Terms govern everything else.
1.4The Services are for businesses. By accepting these Terms you confirm that you use the Services for business purposes and not as a consumer. Nothing in these Terms limits any right that cannot be limited by law.
2. Accepting these Terms
2.1Every person who signs in to the Client Hub (a "User") must accept these Terms before using it: at their first sign-in, and again at their next sign-in after we publish a version that requires acceptance (Section 21.2). We record the User, the organization, the version accepted, the date and time, and the network address used, and we keep that record.
2.2A User holding the Owner role accepts these Terms on behalf of the organization as well as for themselves, and represents that they have authority to bind it. Other Users accept them for their own use of the Services. The organization is responsible for its Users' compliance with these Terms.
2.3If you do not agree to these Terms, do not use the Services.
3. Accounts, Users and roles
3.1Organizations and roles. Access is organized around an organization. Each User holds one role in the organization: Owner, Manager or Viewer. All three roles can see the organization's information; the role decides what can be changed. Owners are responsible for who holds which role.
3.2Accurate information. You must keep your organization's legal name, billing email, address and contact details accurate. We rely on them for invoices, tax, notices and security.
3.3Credentials. Each User must keep their sign-in credentials confidential and must not share an account. You are responsible for everything done through your organization's accounts and API keys, whether or not you authorized it, until you tell us the credentials have been compromised. Tell us immediately through the Hub support form or at support@bluerainlabs.com if you suspect unauthorized access.
3.4Removing people. When a person leaves your business, remove or suspend their User promptly. A role we terminate at your request is retained as a record but grants no access.
3.5Blue Rain Labs staff. Our staff hold platform administration accounts, not roles in your organization. They access your organization's data only to provide, support, secure and bill the Services, as described in the Privacy Policy, and administrative changes to your organization, its projects, Users, services and API keys are recorded in an audit log.
4. The Services
4.1What the Hub does. The Client Hub lets you view and manage the projects, features, add-ons and services you have purchased from us, your invoices and subscriptions, your organization's Users, and the data your own websites send to us through the API Gateway, such as contact-form leads and newsletter subscribers.
4.2Features and add-ons. Some capabilities are switched on per project by us and some are purchased add-ons with their own fees and usage limits, such as a monthly newsletter send cap. Limits are shown in the Hub or in your Services Agreement. We may enforce a limit technically without notice.
4.3Services without a project. Subscription services that need no project, such as software licences we resell (for example Google Workspace) and support plans, are provided under these Terms and, for resold licences, the terms of the underlying provider (Section 10).
4.4Beta features. We may offer features marked beta, preview or experimental. They may change or be withdrawn without notice and are provided without warranty.
5. Changes to, and discontinuation of, the Services
5.1We improve the Services continually and may change how they work, provided the change does not materially reduce the core functionality you pay for.
5.2We may discontinue a Service or feature on at least 30 days' written notice. If you are within a minimum term (Section 9) that depends on the discontinued Service, we will either provide a reasonable substitute or release you from the remainder of that term without an early termination fee.
5.3We may suspend or modify a Service immediately where necessary to address a security threat, a legal requirement, or a risk to the Services or to other clients (Section 18).
6. Availability, support and backups
6.1Availability. We aim to keep the Services available continuously but do not promise any specific uptime and do not offer a service level agreement unless one is written into your Services Agreement. Some hosting plans pause a website while it is idle, so the first visit after a quiet period loads more slowly; that is how those plans work, not an outage. Scheduled maintenance will be announced in the Hub or by email where practical.
6.2Support. Support is provided through the support form in the Hub. Response targets, if any, are those in your Services Agreement or support plan.
6.3Backups. We maintain automated daily backups and point-in-time recovery for the Client Hub's database to protect the Services as a whole. They are not a backup service for you, and we do not undertake to restore individual records on request. You are responsible for keeping your own copies of content, files and records that matter to your business. We are not liable for the loss of data you did not keep a copy of.
7. Acceptable use
7.1You and your Users must not, and must not allow anyone else to:
(a)use the Services to store, send, publish or host anything that is unlawful, defamatory, infringing, fraudulent, deceptive or obscene, or that promotes violence or hatred;
(b)send or facilitate unsolicited commercial electronic messages, use our sending infrastructure for purchased, rented, scraped or otherwise non-consented lists, or otherwise breach Canada's Anti-Spam Legislation or any similar law;
(c)upload or distribute malware, or use a hosted website or the API Gateway for phishing, credential harvesting or fraud;
(d)attempt to gain unauthorized access to any account, organization, data, system or network, including by probing, scanning or testing the vulnerability of the Services without our prior written permission;
(e)circumvent, disable or interfere with any usage limit, entitlement, rate limit, security control or billing mechanism, including by extracting or reusing credentials, tokens or keys held by the Services;
(f)copy, scrape, harvest or mine data from the Services other than your own organization's data through the interfaces we provide;
(g)reverse engineer, decompile or attempt to derive the source code of the Services, except to the extent the law allows despite this restriction;
(h)resell, sublicense, rent or provide the Services to third parties, or use them to build a competing service;
(i)impersonate any person or organization, misrepresent your affiliation, or submit false information to us, including in a request to close an account;
(j)use the Services in a way that imposes an unreasonable load on them, including through automated agents that retry or loop without limit; or
(k)use the Services to collect, store or process personal information about any individual without a lawful basis, or in breach of privacy law that applies to you.
7.2Hosted content. You are solely responsible for the content of any website, application or communication we host or send on your behalf. We do not review your content, but we may remove or disable access to content that we reasonably believe breaches this Section or the law, and we will follow the notice-and-notice provisions of the Copyright Act (Canada) where they apply.
7.3Investigation. We may investigate suspected breaches of this Section, may preserve and disclose information to the extent required by law or to protect our rights, other clients or the public, and may report unlawful activity to the appropriate authorities.
8. Fees and payment
8.1Fees. You will pay the fees for the Services shown in the Hub, on your invoice or in your Services Agreement. Fees are in the currency stated on the invoice and exclude applicable taxes, which we add and you pay.
8.2Billing. Recurring fees are billed in advance on a monthly or annual cycle and renew automatically until cancelled under Section 18, subject to any minimum term. One-time fees are billed when incurred. Payments are processed by Stripe; by providing a payment method you authorize us to charge it for amounts due.
8.3Invoice disputes. If you believe an invoice is wrong, tell us in writing within 30 days of the invoice date, with the reason. Undisputed amounts remain payable. We will work with you in good faith to resolve a dispute.
8.4Late payment. Amounts not paid when due bear interest at 1.5% per month, compounded monthly, which is equivalent to 19.56% per year, from the due date until paid. You will also reimburse our reasonable collection costs.
8.5Suspension for non-payment. If an amount is more than 14 days overdue we may, after notice, suspend some or all of the Services, including hosted websites and email sending, until the overdue amount and interest are paid. Fees continue to accrue during suspension.
8.6Reactivation. Once the overdue amount and interest are paid, we restore suspended Services promptly and without a reactivation fee.
8.7Chargebacks. Disputing a valid charge with your card issuer instead of raising it with us under Section 8.3 is a material breach. We may suspend the Services and recover the disputed amount, the dispute fee charged to us, and our reasonable costs.
8.8Price changes. We may change recurring fees on at least 30 days' notice, effective at your next renewal. Fees fixed for a minimum term do not change during that term.
9. Minimum terms and build instalments
9.1Some Services carry a minimum term stated in your Services Agreement or in the Hub. A website build may be provided with no up-front build fee and recovered as a fixed monthly instalment over a minimum term of 24 or 36 months, shown in the Hub as your build tab. Hosting is billed separately and continues after the minimum term ends.
9.2The instalment is a fixed monthly fee for the build over a committed term. It is not a loan, credit or financing arrangement and bears no interest.
9.3If you end the Services, or the hosting the build depends on, before the minimum term ends, an early termination fee equal to the remaining instalments becomes payable. The fee is a priced option to end the term early, not a penalty. Services continue while it is outstanding, and the fee decreases by one instalment for each instalment you pay, until it is paid or the term ends.
9.4Pausing billing at your request extends the minimum term by the length of the pause; the monthly instalment does not change.
9.5Ownership and use of a build during and after the minimum term is set out in Section 12.4.
10. Third-party services
10.1The Services depend on third-party providers, including Google (Firebase, Google Cloud and Google Analytics), Stripe (payments), Postmark (email delivery), Sherweb (Google Workspace licensing) and Cloudflare (domain name service). Their terms apply to their services. Where you contract with a provider directly, for example Stripe or Google Workspace, that contract is between you and them.
10.2We are not responsible for a third-party provider's availability, changes, errors, security incidents or terms, except where our own negligence caused the problem.
10.3If you connect a third-party account to the Services, for example by granting us access to your Google Analytics property, you confirm you are entitled to do so. You may revoke the connection at any time.
11. Your Client Data and your customers' data
11.1Client Data. "Client Data" means the content, data and information you and your Users submit to the Services, or that your websites send to us through the API Gateway, including contact-form leads, newsletter subscribers, blog content, support requests and files. You own your Client Data. You grant us a non-exclusive, worldwide licence to host, process, transmit, display and back up Client Data solely to provide the Services, comply with the law and enforce these Terms.
11.2Roles. For personal information about your customers, prospects, subscribers and website visitors contained in Client Data, you are the organization responsible for that information and we act as your service provider, processing it on your instructions as set out in these Terms, the Privacy Policy and any data processing addendum. We do not use that personal information for our own purposes and we do not sell it.
11.3Your responsibilities. You are responsible for: (a) having a lawful basis, including any consent required, to collect and give us the personal information in Client Data; (b) providing your own privacy notice to your customers and visitors; (c) obtaining and recording consent for every commercial electronic message you send through the Services, honouring unsubscribe requests, and including your identification and mailing address as Canada's Anti-Spam Legislation requires; (d) the accuracy and legality of Client Data; and (e) responding to access, correction and deletion requests from your own customers. We will assist you with (e) where the Services do not let you do it yourself.
11.4Consent records. When you add or import subscribers manually, the Services record who did so and whether a confirmation email was sent. That record is your consent evidence, not ours. Keep your own as well.
11.5Sending suspension. We may pause email sending for a project if it generates spam complaints, bounces or abuse reports at a level that threatens our sending reputation or breaches a provider's policy. We will tell you why.
11.6Access by us. We access Client Data only to provide, support, secure and bill the Services, to investigate suspected breaches of these Terms, or as required by law.
11.7Export and return. During the term you can export your newsletter subscribers from the Hub, and we will provide an export of your contact-form leads on request. After termination you have 30 days to request an export of your Client Data, after which we delete or anonymize it under the Privacy Policy's retention schedule, except where the law requires us to keep it. Handoff work beyond a standard export is billable at our published rates.
12. Intellectual property
12.1The Services. We and our licensors own the Client Hub, the API Gateway, and our templates, tools, libraries, designs and know-how, including everything we developed before or independently of our work for you and everything of general application we create while working for you ("Background Technology"). Nothing in these Terms transfers Background Technology to you.
12.2Deliverables. On full payment of the fees for a deliverable, we assign to you all of our rights in the parts of it created specifically for you, such as custom design, written content and bespoke code (the "Bespoke Elements"), and we waive, and will have our personnel waive, any moral rights in them. Background Technology built into a deliverable remains ours, and we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use, modify and host it as part of that deliverable for your business.
12.3Open-source and third-party components in a deliverable are subject to their own licences, which we will identify on request.
12.4Builds on a minimum term. Until every instalment for a build, or the early termination fee, has been paid: the build remains our property; we license it to you for use on hosting we provide; and you may not copy the build to other hosting or have it modified by others without our written consent. On payment in full, Section 12.2 applies.
12.5Your materials. You keep ownership of the logos, text, images and other materials you provide, and you grant us a licence to use them to perform the Services. You confirm you have the rights to grant that licence.
12.6Feedback. If you give us suggestions about the Services, we may use them without obligation to you.
12.7Portfolio and publicity. We may identify you as a client and show the work we produced for you, such as screenshots and a link, in our portfolio and marketing. If you tell us in writing that you would rather we did not, we will remove it from materials we control within 30 days. We will never disclose your confidential information or make statements on your behalf.
12.8Trademarks. Blue Rain Labs and the Blue Rain Labs logo are our trademarks. You may not use them without our written consent.
13. Confidentiality
13.1Each party will keep confidential the other's non-public business, technical and financial information received in connection with the Services, use it only for the purposes of the Services, and protect it with at least reasonable care. This does not apply to information that is public through no fault of the recipient, already known to the recipient, independently developed, or required to be disclosed by law (with notice to the other party where lawful).
13.2Our security practices, source code, and pricing not published on our website are our confidential information. Your Client Data is your confidential information.
14. Security and privacy
14.1We maintain administrative, technical and physical safeguards appropriate to the sensitivity of the information we hold, as described in the Privacy Policy. Card details are handled by Stripe and are never stored by us.
14.2Where the Services are hosted. The Services are hosted on Google Cloud infrastructure in the United States. Client Data, including personal information, is stored and processed there and may be subject to United States law. We do not represent that data is stored in Canada.
14.3Security incidents. If we become aware of a breach of our safeguards affecting your Client Data, we will notify you without undue delay, give you the information we have about what happened and what we are doing about it, and cooperate with your own notification obligations. Our regulatory notification obligations are described in the Privacy Policy.
14.4Your obligations. You must configure and use the Services securely, including keeping API keys confidential, using test keys outside production, rotating keys you believe are compromised, and removing Users who no longer need access.
14.5Privacy Policy. Our collection and use of personal information about you and your Users is described in the Client Hub Privacy Policy, which forms part of these Terms.
15. Warranties and disclaimers
15.1We warrant that we will provide the Services with reasonable skill and care.
15.2Except as expressly stated in these Terms or a Services Agreement, the Services are provided "as is" and "as available". To the fullest extent permitted by law we disclaim all other warranties, conditions and representations, express or implied, including merchantability, fitness for a particular purpose, non-infringement, uninterrupted or error-free operation, and any warranty arising from course of dealing or usage of trade.
15.3We do not warrant that the Services will achieve any particular business outcome, search ranking, traffic level, deliverability rate or revenue.
15.4Nothing in these Terms excludes or limits liability that cannot be excluded or limited by law.
16. Limitation of liability
16.1Excluded losses. Neither party is liable to the other for any indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, business, goodwill, anticipated savings or data, however arising, even if advised of the possibility.
16.2Cap. Our total aggregate liability to you and your Users for all claims arising out of or relating to the Services or these Terms, whether in contract, tort (including negligence), statute or otherwise, will not exceed the total fees you paid us for the Services in the twelve months immediately before the event giving rise to the claim.
16.3Exceptions. Sections 16.1 and 16.2 do not limit: (a) your obligation to pay fees; (b) either party's liability for fraud, wilful misconduct or gross negligence; (c) your indemnity obligations under Section 17.1; (d) a wilful breach of Section 13; or (e) liability that cannot be limited by law.
16.4Basis of the bargain. The fees reflect this allocation of risk. You acknowledge that we would not provide the Services at these fees without the limitations in this Section, that they apply even if a remedy fails of its essential purpose, and that they are a fundamental part of the agreement between us.
16.5Time limit for claims. A claim relating to the Services must be started within two years after the day on which it is discovered, determined in accordance with the Limitations Act, 2002 (Ontario).
17. Indemnity
17.1By you. You will defend, indemnify and hold harmless Blue Rain Labs and its directors, officers, employees and contractors from all claims, damages, fines, penalties, costs and expenses, including reasonable legal fees, arising out of or relating to: (a) Client Data or your content; (b) your or your Users' breach of Section 7 or Section 11; (c) any commercial electronic message sent through the Services on your behalf; (d) a claim by your customer, subscriber or website visitor relating to personal information you collected or instructed us to process; (e) the actions of any automated agent or integration acting under your credentials (Section 19); or (f) your violation of law.
17.2By us. We will defend, indemnify and hold you harmless from third-party claims that the Client Hub or the API Gateway, as provided by us and used in accordance with these Terms, infringes a Canadian copyright or trademark. This does not apply to Client Data, your materials, third-party services, modifications not made by us, or use in combination with things we did not provide. If a claim is made or likely, we may modify or replace the affected Service or, if that is not reasonable, terminate it and refund prepaid fees for the unused period. This Section is your sole remedy for infringement by the Services.
17.3Procedure. The indemnified party will promptly notify the indemnifying party, give it control of the defence and settlement (provided no settlement admits fault or imposes obligations on the indemnified party without its consent), and cooperate at the indemnifying party's expense.
18. Suspension and termination
18.1By you. You may cancel a recurring Service at any time from the Hub or by written notice. Cancellation takes effect at the end of the current billing period, subject to any minimum term and early termination fee under Section 9. Prepaid fees are not refunded except where these Terms say so.
18.2By us, for cause. We may suspend or terminate any or all Services immediately on notice if: (a) you breach Section 7 or Section 11 and, where the breach can be remedied, fail to remedy it within 10 days of notice; (b) your use presents a security or legal risk to us, the Services or others; (c) you fail to pay in accordance with Section 8; (d) you become insolvent or cease business; or (e) you have provided false information to us. No refund is due for a termination under this Section, and any early termination fee under Section 9 remains payable.
18.3By us, for convenience. We may terminate the Services on at least 60 days' written notice, in which case we will refund prepaid fees for the period after termination and no early termination fee will apply.
18.4Effect of termination. On termination: your right to use the Services ends; hosted websites and email sending we provide stop at the end of any notice period; amounts owed become immediately payable; and Section 11.7 governs your Client Data. We may retain records we are required by law to keep, together with audit logs and invoices, in accordance with the Privacy Policy.
18.5Survival. Sections 8, 9.3, 11.7, 12, 13, 15, 16, 17, 18.4, 18.5, 20 and 22 survive termination, together with Section 11.1 to the extent needed to wind down the Services.
19. API keys, integrations and automated agents
19.1API keys. We issue live keys for production use and test keys for development. Each key is tied to your project and organization, is your responsibility, and can be revoked by you in the Hub at any time. Everything done with a key is treated as done by you.
19.2Client-site integrations. Your websites and applications that call the API Gateway must follow the published integration protocol for the version they use. We may retire an API version on at least 90 days' notice.
19.3Automated agents. If you connect an AI agent, assistant, script or other automated system to the Services, it acts as you and is subject to these Terms. You are responsible for its instructions, its actions and its errors, including content it publishes or changes, and you must be able to stop it. We may throttle, suspend or revoke access for an agent that behaves abusively or exceeds published limits.
20. Governing law and disputes
20.1These Terms are governed by the laws of Ontario and the federal laws of Canada applicable there, without regard to conflict of laws rules.
20.2Before starting proceedings, each party will make a genuine attempt to resolve a dispute by negotiation between decision-makers and, if that fails within 30 days, by mediation in Toronto, Ontario, with a mediator agreed by both parties, with the mediator's fees shared equally. Either party may seek urgent injunctive relief at any time.
20.3The courts of Ontario sitting in Toronto have exclusive jurisdiction over disputes not resolved under Section 20.2, and each party submits to that jurisdiction.
20.4To the extent permitted by law, each party waives any right to participate in a class or representative proceeding against the other.
20.5The United Nations Convention on Contracts for the International Sale of Goods does not apply.
21. Changes to these Terms
21.1We may update these Terms. Each version shows its version number and effective date. We keep a copy of every version, and the version your organization accepted is available on request.
21.2For a material change we will give at least 30 days' notice by email to your Owners or by a notice in the Hub, and each User must accept the new version at their next sign-in before continuing to use the Client Hub. For other changes, continued use after the effective date is acceptance. If you do not accept a material change you may cancel under Section 18.1 without an early termination fee, provided you do so before the change takes effect.
22. General
22.1Entire agreement. These Terms, the Privacy Policy, any data processing addendum and any Services Agreement are the entire agreement between us about the Services and replace all prior agreements and understandings about them, including the Terms of Service dated 21 February 2025.
22.2Order of precedence. If documents conflict: (1) a data processing addendum, for the subject it covers; (2) a Services Agreement, for the work it describes; (3) these Terms; (4) the Privacy Policy.
22.3Notices. Notices to us go to legal@bluerainlabs.com or the postal address in Section 1.1. Notices to you go to your Owners' email addresses or your billing email and are effective when sent. Routine communications may be made through the Hub.
22.4Assignment. You may not assign or transfer these Terms without our written consent, not to be unreasonably withheld. We may assign them to an affiliate or a successor to our business on notice to you.
22.5Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of third-party providers, except for payment obligations.
22.6Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.
22.7Waiver and severability. A failure to enforce a provision is not a waiver. If a provision is unenforceable it will be modified to the minimum extent needed and the rest remains in effect.
22.8Electronic contracting. Acceptance in the Hub and communications by email satisfy any requirement for writing or signature, consistent with the Electronic Commerce Act, 2000 (Ontario).
22.9Contact. Questions about these Terms: legal@bluerainlabs.com. Privacy: privacy@bluerainlabs.com. Support: through the Hub or at support@bluerainlabs.com.