Terms of Service

Last updated: May 18, 2026

Please read these Terms of Service ("Terms," "Agreement") carefully before using the WalnutsHR Inc. platform, website (www.walnutshr.com), application (app.walnutshr.com), application programming interfaces, mobile applications, and any related services (collectively, the "Service") operated by WalnutsHR Inc., a Canadian-operated provider of HR software ("WalnutsHR," "Company," "we," "us," or "our").

By accessing or using the Service, clicking "I agree," or by creating an account, you ("User," "Customer," "you," or "your") agree to be bound by these Terms, our Privacy Policy, our Cookie Policy, and any additional terms referenced herein. If you are entering into this Agreement on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THE SERVICE. YOUR USE OF THE SERVICE IS EXPRESSLY CONDITIONED ON YOUR ACCEPTANCE OF THESE TERMS.

1. Definitions

"Account" means the account you create to access and use the Service.
"Authorized Users" means individuals you permit to use the Service under your Account, including administrators, managers, and employees.
"Customer Data" means all data, content, files, documents, and information that you or your Authorized Users upload, submit, store, or transmit through the Service.
"Documentation" means the user guides, help articles, API documentation, and other materials we make available describing the features and functionality of the Service.
"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, database rights, moral rights, and any other intellectual property rights recognized under any jurisdiction worldwide.
"Personal Data" has the meaning given under applicable data protection laws, including the GDPR and CCPA.
"Service Level" means the uptime targets and performance standards described in Section 10.
"Subscription" means the paid plan or Pro Trial you select to access specific features and capabilities of the Service.
"Third-Party Services" means third-party applications, integrations, websites, and services that interoperate with or are used by the Service.

2. Eligibility

You must be at least 18 years of age (or the age of majority in your jurisdiction) to use the Service. By using the Service, you represent and warrant that: (a) you meet the foregoing eligibility requirements; (b) you have the legal capacity and authority to enter into a binding agreement; (c) if acting on behalf of an organization, you have the authority to bind that organization; and (d) your use of the Service does not violate any applicable law or regulation.

3. Description of Service

WalnutsHR Inc. provides a cloud-based human resources management platform that may include, but is not limited to:

Employee directory and profile management
Time off and leave request management with approval workflows
Document storage, management, and sharing
Organizational chart visualization
Reporting, analytics, and data exports (CSV, PDF)
Role-based access control and permissions management
Email notifications and alerts
API access for programmatic integrations
Single sign-on (SSO) and SAML integration (Enterprise plan)
Audit logging and compliance tracking

We reserve the right to modify, suspend, or discontinue any part of the Service at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Service.

4. Account Registration and Security

4.1 Registration

To use the Service, you must create an Account by providing accurate, current, and complete information. You agree to update your information promptly if it changes. Providing false or misleading information is grounds for immediate termination of your Account.

4.2 Account Security

You are solely responsible for maintaining the confidentiality of your Account credentials, including passwords, API keys, and access tokens. You agree to: (a) not share your credentials with any unauthorized person; (b) immediately notify us of any unauthorized access or security breach; (c) ensure that you sign out of your Account at the end of each session. You are responsible for all activities that occur under your Account, whether or not authorized by you.

4.3 Account Limits

One organization may not maintain more than one Pro Trial. We reserve the right to refuse registration, suspend, or terminate Accounts at our sole discretion if we suspect duplicate, fraudulent, or abusive activity.

5. Subscriptions, Billing, and Payments

5.1 Pro Trial

We may offer eligible new Accounts a thirty (30) day trial of the Pro plan (the "Pro Trial"). No payment information is required to start a Pro Trial. During the Pro Trial, you have full access to Pro features subject to these Terms and our Acceptable Use Policy. Pro Trial availability, length, and feature scope may be modified or discontinued at any time at our sole discretion. Each organization is eligible for one Pro Trial; we reserve the right to refuse a trial or end an in-progress trial in cases of suspected duplicate, fraudulent, or abusive activity. No refunds, credits, or transfers are available for unused trial time.

End of trial.If you have not added a valid payment method by the end of the Pro Trial, your Account will enter a seven (7) day grace period during which it remains fully accessible and a reminder banner is displayed. After the grace period, your Account will be moved to a read-only ("paused") state. While paused, you may sign in, view your Customer Data, and export your Customer Data, but you may not create or modify records. We will not automatically charge you. To restore full access, add a valid payment method via the billing page in your Account. The retention timeline that applies to paused, archived, and deleted Accounts is described in Section 6.5.

5.2 Paid Plans

Paid Subscriptions are billed in advance on a monthly or annual basis as selected at the time of purchase. The Subscription fee is calculated on a per-seat basis, where a "seat" corresponds to an active employee in your organization. Every paid Subscription includes a minimum of five (5) seats; if your active employee count is below five, you remain billed at the five-seat minimum.

Canadian customers are quoted and billed in Canadian Dollars (CAD); United States customers are quoted and billed in United States Dollars (USD). Your billing currency is set when you start your paid Subscription and may not be changeable mid-Subscription. Applicable GST, HST, PST, QST, or US sales tax will be added at checkout as required by law.

Seat changes — monthly Subscriptions. Your seat count is adjusted at each billing cycle to match your active employee count, subject to the five-seat minimum. Seat increases that occur during a billing cycle are prorated and added to your next invoice.

Seat changes — annual Subscriptions.When you commit to an annual term, you commit to a minimum number of seats for the year (the "Committed Seats"). You may add seats at any time during the term, and additional seats are prorated and added to your next invoice. Reductions to your Committed Seats take effect at your next renewal, not mid-term, in exchange for the discount available on annual billing. No refund or credit is provided for unused Committed Seats during the term.

5.3 Payment Processing

Payments are processed by our third-party payment processor, Stripe, Inc. ("Stripe"). By providing payment information, you agree to Stripe's Terms of Service and Privacy Policy. We do not store your full credit card numbers on our servers.

5.4 Taxes

All fees are exclusive of applicable taxes (including sales tax, VAT, GST, and withholding taxes). You are responsible for paying all taxes associated with your Subscription. If we are required to collect taxes, they will be added to your invoice.

5.5 Price Changes

We reserve the right to change our prices at any time. For existing paid Subscriptions, price changes will take effect at the start of your next billing cycle following at least 30 days' written notice. If you do not agree to the price change, you may cancel your Subscription before the new price takes effect.

5.6 Refund Policy

All fees are non-refundable except where required by applicable law. No refunds or credits will be issued for partial months of service, unused features, or periods of non-use. If you cancel a paid Subscription, you will continue to have access to paid features until the end of your current billing period.

5.7 Late Payments and Suspension

If a recurring charge fails, our payment processor will retry the charge over a short retry window and we will notify the billing contact by email. If payment remains unresolved at the end of the retry window, your Account will be moved to a read-only ("paused") state until payment is restored. We may suspend access to the Service for unresolved non-payment. The retention timeline that applies to paused, archived, and deleted Accounts is described in Section 6.5.

5.8 Billing Disputes and Chargebacks

If you believe a charge is incorrect, please contact us at the email address in Section 21 within thirty (30) days of the charge so we can investigate and, where appropriate, resolve the issue. Initiating a chargeback or payment reversal with your card issuer or bank without first contacting us may, at our discretion, result in suspension of your Account pending resolution of the disputed charge.

6. Customer Data

6.1 Ownership

You retain all rights, title, and interest in and to your Customer Data. These Terms do not grant us any ownership rights in your Customer Data.

6.2 License Grant

You grant us a limited, non-exclusive, worldwide, royalty-free license to use, process, store, display, and transmit your Customer Data solely to the extent necessary to provide, maintain, and improve the Service, and to comply with applicable law. This license terminates when you delete your Customer Data or your Account is terminated.

6.3 Data Processing

With respect to Personal Data contained in Customer Data, we act as a data processor (or service provider) on your behalf, and you act as the data controller (or business). You are solely responsible for: (a) the accuracy, quality, and legality of Customer Data; (b) obtaining all necessary consents and authorizations from individuals whose data you store in the Service; (c) providing all required notices to data subjects; and (d) ensuring your use of the Service complies with all applicable data protection laws.

6.4 Data Export and Portability

You may export your Customer Data at any time using the export functionality within the Service. We provide data exports in standard formats (CSV, PDF). We will make commercially reasonable efforts to assist with data portability requests.

6.5 Account Lifecycle and Data Deletion

Paused. If your Account is paused (for example, after a Pro Trial expires without a payment method or after unresolved non-payment), it will remain in the paused state for sixty (60) days. While paused, sign-in and data export remain available; further use of the Service is read-only.

Archived. If the paused state is not resolved within sixty (60) days, your Account will be moved to an archived state. Archived Accounts cannot sign in but may be reactivated by contacting us, and your Customer Data continues to be retained.

Final notice and deletion. If your Account remains archived for two hundred seventy (270) days, we will issue a final notice by email to the billing contact and, after a further thirty (30) days, permanently delete your Customer Data from our active systems. Residual copies in backup systems may persist for up to an additional thirty (30) days before being purged.

Account closure by you. If you explicitly close your Account, the same paused → archived → deletion lifecycle applies, starting from the date of closure, except that you may request earlier deletion of your Customer Data by contacting us, subject to legal-hold or audit-record requirements that obligate us to retain certain records.

7. Acceptable Use Policy

You agree that you will not, and will not permit any Authorized User to:

Use the Service for any purpose that is unlawful, fraudulent, or prohibited by these Terms
Upload, transmit, or store any content that is defamatory, obscene, threatening, abusive, or that violates any third party's rights
Upload or transmit any malware, viruses, ransomware, worms, Trojan horses, or other malicious code
Attempt to probe, scan, test, or breach the security or authentication measures of the Service
Attempt to gain unauthorized access to any systems, networks, servers, or accounts connected to the Service
Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service
Modify, adapt, translate, or create derivative works of the Service
Resell, sublicense, lease, rent, loan, or distribute the Service to any third party
Use the Service to build a competing product or service, or to benchmark or compare the Service against a competing product
Use any automated means (including bots, scrapers, crawlers, or scripts) to access, collect data from, or interact with the Service, except through our published APIs
Interfere with or disrupt the integrity, performance, or availability of the Service or its underlying infrastructure
Circumvent any usage limits, rate limits, or access restrictions imposed by us
Use the Service to send spam, unsolicited communications, or phishing attempts
Store or transmit any content that infringes any Intellectual Property Rights of any third party
Use the Service in any manner that could create liability for WalnutsHR Inc. or cause us to lose the services of our infrastructure providers
Impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity

We reserve the right to investigate and take appropriate action against anyone who, in our sole discretion, violates this Acceptable Use Policy, including without limitation, removing offending content, suspending or terminating the violator's Account, and reporting violations to law enforcement authorities.

8. Third-Party Services and Integrations

8.1 Third-Party Infrastructure

The Service relies on third-party sub-processors for hosting, authentication, payment processing, transactional email, analytics, and AI features. The current list of sub-processors, the categories of data each one processes, and their data-residency details is maintained in Section 4.2 of our Privacy Policy. Refer to our Security page for our data-handling posture.

Your use of the Service is also subject to the terms of service and privacy policies of these third-party providers. We are not responsible for the acts, omissions, policies, or practices of any third-party service provider. Third-party service providers may experience outages, security incidents, or policy changes that are outside our control.

8.2 No Endorsement

References to third-party services do not constitute an endorsement, sponsorship, or recommendation by WalnutsHR Inc. We disclaim all liability arising from your use of or reliance on any third-party service.

8.3 API Usage

If you access the Service through our APIs, you agree to comply with our API documentation and any applicable rate limits. We may suspend or revoke API access at our discretion if we detect abuse, excessive usage, or any activity that threatens the stability of the Service.

9. Intellectual Property

9.1 Our Intellectual Property

The Service, including all software, source code, object code, algorithms, user interfaces, designs, graphics, icons, logos, trademarks, trade names, documentation, and all other materials related to the Service, are owned by or licensed to WalnutsHR Inc. and are protected by United States and international copyright, trademark, patent, trade secret, and other Intellectual Property Rights laws.

9.2 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business purposes during the Subscription term. This license does not include any right to: (a) modify or make derivative works of the Service; (b) sublicense, resell, or distribute the Service; or (c) use the Service for any purpose other than its intended use as described in the Documentation.

9.3 Feedback

If you provide us with any feedback, suggestions, ideas, or recommendations regarding the Service ("Feedback"), you hereby assign to us all rights in such Feedback and agree that we are free to use, disclose, reproduce, license, and distribute the Feedback without any obligation, compensation, or attribution to you.

9.4 Trademarks

"WalnutsHR," the WalnutsHR logo, and all related names, logos, product and service names, designs, and slogans are trademarks of WalnutsHR Inc. You may not use such marks without our prior written permission. All other trademarks not owned by us that appear on the Service are the property of their respective owners.

10. Service Availability and Support

10.1 Uptime

We use commercially reasonable efforts to maintain the availability of the Service. However, we do not guarantee that the Service will be uninterrupted, error-free, or available at all times. The Service may be subject to scheduled maintenance windows, during which access may be temporarily suspended. We will endeavor to provide advance notice of scheduled maintenance when practicable.

10.2 Support

Support availability varies by plan: (a) Pro Trial users may access email support and our help documentation; (b) Pro plan customers receive priority email support; (c) Enterprise plan customers receive dedicated support with SLA guarantees as specified in their Enterprise agreement.

10.3 No SLA for Trial and Pro Plans

Unless you have entered into a separate Enterprise agreement that includes a Service Level Agreement (SLA), we make no guarantees regarding uptime, response times, or issue resolution times. The Service is provided on a commercially reasonable efforts basis.

11. Confidentiality

Each party agrees to maintain the confidentiality of the other party's confidential information and to use it only for the purposes of this Agreement. Confidential information includes, but is not limited to, Customer Data, pricing information, business plans, and technical specifications. Confidential information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party; (c) is independently developed by the receiving party; or (d) is rightfully received from a third party without restriction.

12. DISCLAIMER OF WARRANTIES

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WALNUTSHR INC. EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE
WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR VIRUS-FREE
WARRANTIES THAT THE RESULTS OBTAINED FROM THE SERVICE WILL BE ACCURATE, RELIABLE, OR COMPLETE
WARRANTIES REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OR CONTENT OBTAINED THROUGH THE SERVICE

WALNUTSHR INC. DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR USE.

THE SERVICE IS NOT DESIGNED, INTENDED, OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT, OR WEAPONS SYSTEMS. WALNUTSHR INC. SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.

THE SERVICE IS NOT A SUBSTITUTE FOR PROFESSIONAL LEGAL, TAX, ACCOUNTING, COMPLIANCE, OR HR CONSULTING ADVICE. WALNUTSHR INC. IS A TECHNOLOGY PLATFORM, NOT A LAW FIRM, ACCOUNTING FIRM, OR HR CONSULTANCY. YOU SHOULD CONSULT QUALIFIED PROFESSIONALS FOR ADVICE ON LEGAL COMPLIANCE, EMPLOYMENT LAW, TAX, AND REGULATORY MATTERS.

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you. In such jurisdictions, our warranties are limited to the maximum extent permitted by law.

13. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WALNUTSHR INC., ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR:

ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES
ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS
ANY LOSS OF DATA, USE, OR OTHER INTANGIBLE LOSSES
ANY LOSS OR DAMAGE ARISING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA OR TRANSMISSIONS
ANY LOSS OR DAMAGE ARISING FROM ANY INTERRUPTION OR CESSATION OF SERVICE
ANY LOSS OR DAMAGE ARISING FROM THE CONDUCT OF ANY THIRD PARTY ON OR RELATED TO THE SERVICE
ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO MAINTAIN THE SECURITY OF YOUR ACCOUNT CREDENTIALS
ANY LOSS OR DAMAGE ARISING FROM YOUR RELIANCE ON THE SERVICE FOR LEGAL, COMPLIANCE, TAX, OR REGULATORY PURPOSES
COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100.00) FOR CANADIAN CUSTOMERS, OR ONE HUNDRED UNITED STATES DOLLARS (USD $100.00) FOR US CUSTOMERS.

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, AND EVEN IF WALNUTSHR INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

14. Indemnification

You agree to defend, indemnify, and hold harmless WalnutsHR Inc., its affiliates, officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any and all claims, damages, obligations, losses, liabilities, costs, debt, and expenses (including but not limited to reasonable attorney's fees and legal costs) arising from or related to:

Your use of and access to the Service
Your violation of any provision of these Terms
Your violation of any applicable law, rule, or regulation
Your violation of any third party's rights, including Intellectual Property Rights or privacy rights
Any Customer Data you upload, store, or transmit through the Service
Any claim that your Customer Data caused damage to a third party
Your failure to obtain necessary consents from data subjects whose Personal Data you store in the Service
Any action taken by your Authorized Users in connection with the Service

This indemnification obligation shall survive the termination of these Terms and your use of the Service.

15. Suspension and Termination

15.1 Termination by You

You may close your Account at any time through the Account settings or by contacting us. If you have an active paid Subscription, cancellation will take effect at the end of the current billing period. No refunds will be issued for the remaining period.

15.2 Suspension and Termination by Us

We may, at our sole discretion and without prior notice, suspend or terminate your Account and access to the Service for any reason, including but not limited to: (a) violation of these Terms or Acceptable Use Policy; (b) non-payment of fees; (c) fraudulent, abusive, or illegal activity; (d) requests by law enforcement or government agencies; (e) extended periods of inactivity; or (f) unexpected technical or security issues.

15.3 Effect of Termination

Upon termination: (a) your right to use the Service ceases immediately; (b) we may delete your Account and Customer Data in accordance with our data retention policy as described in Section 6.5; (c) any outstanding fees become immediately due and payable; (d) provisions that by their nature should survive termination shall survive, including but not limited to Sections 6 (Customer Data — ownership provisions), 9 (Intellectual Property), 12 (Disclaimer of Warranties), 13 (Limitation of Liability), 14 (Indemnification), 17 (Governing Law), and 18 (Dispute Resolution).

16. Force Majeure

WalnutsHR Inc. shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond our reasonable control, including but not limited to: acts of God; natural disasters; epidemics or pandemics; war, terrorism, or civil unrest; government actions, embargoes, or sanctions; labor disputes or strikes; interruption or failure of utility services (including internet, electrical, or telecommunications services); cyberattacks, distributed denial of service attacks, or other security incidents directed at our infrastructure providers; failure or degradation of third-party services (including Supabase, Clerk, Stripe, Vercel, AWS, or any other cloud provider); and any other event beyond our reasonable control. During any such force majeure event, our obligations under these Terms shall be suspended for the duration of the event.

17. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. Canadian consumers retain any mandatory rights under the consumer protection law of their home province (including Quebec's Consumer Protection Act, which may disapply certain waivers and limitation clauses as against consumers).

18. Dispute Resolution

18.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact us at support@walnutshr.com and attempt to resolve the dispute informally for at least 30 days.

18.2 Binding Arbitration

If the dispute cannot be resolved informally, you agree that any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, or validity thereof shall be finally settled by binding arbitration administered by ADR Chambers under its Arbitration Rules, or by any successor body. The arbitration shall be conducted by a single arbitrator in Toronto, Ontario. The language of the arbitration shall be English. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. This clause does not override any non-waivable right to a local forum available to a consumer under their province's consumer protection law.

18.3 Class Action Waiver

YOU AND WALNUTSHR INC. AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. Unless both you and WalnutsHR Inc. agree otherwise, the arbitrator may not consolidate the claims of more than one person and may not preside over any form of representative or class proceeding. This waiver does not apply where it is unenforceable under applicable consumer protection law (for example, Quebec's Consumer Protection Act, the California Consumers Legal Remedies Act, or analogous non-waivable state statutes in the United States).

18.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction (including the Ontario Superior Court of Justice) to prevent the actual or threatened infringement, misappropriation, or violation of that party's Intellectual Property Rights or confidential information.

19. General Provisions

19.1 Entire Agreement

These Terms, together with the Privacy Policy, Cookie Policy, and any applicable Enterprise agreement or order form, constitute the entire agreement between you and WalnutsHR Inc. regarding the Service and supersede all prior or contemporaneous agreements, understandings, representations, and warranties, whether written or oral.

19.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from these Terms. The invalidity of any provision shall not affect the validity of the remaining provisions.

19.3 Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

19.4 Assignment

You may not assign or transfer these Terms or your rights hereunder, in whole or in part, without our prior written consent. We may assign these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

19.5 Notices

We may provide notices to you via email to the address associated with your Account, through the Service, or by posting on our website. You agree that electronic notices satisfy any requirement that such communications be in writing. Notices to us should be sent to support@walnutshr.com.

19.6 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties hereto and do not confer any rights or remedies upon any third party.

19.7 Export Compliance and Sanctions

You agree to comply with all applicable export, re-export, and sanctions laws, including Canada's Export and Import Permits Act and Special Economic Measures Act, the United States Export Administration Regulations, and programs administered by the US Office of Foreign Assets Control (OFAC). You represent that you are not located in, and will not use the Service on behalf of parties located in, any jurisdiction subject to comprehensive Canadian or US sanctions.

19.8 Government Users

If you are a Canadian or US government entity, or the Service is being used on behalf of a government entity, the Service is provided as "commercial computer software" and "commercial computer software documentation" as defined by the applicable government procurement regulations (including 48 C.F.R. 2.101 for US agencies).

19.9 Bilingual Clause (Quebec customers)

The parties confirm their express wish that this Agreement and all related documents be drafted in English. Les parties ont exigé que ce contrat et tous les documents qui s'y rattachent soient rédigés en anglais. This paragraph satisfies the requirement of Article 55 of Quebec's Charter of the French Language as applied to parties who have agreed to transact in English.

20. Changes to These Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by: (a) posting the updated Terms on this page with a new "Last updated" date; (b) sending an email to the address associated with your Account; or (c) displaying a prominent notice within the Service. Your continued use of the Service after the effective date of the revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must stop using the Service and close your Account.

21. Contact Information

For questions, concerns, or notices regarding these Terms of Service, contact us at:

WalnutsHR Inc.
General: support@walnutshr.com
Privacy: privacy@walnutshr.com
Security / vulnerability reports: security@walnutshr.com
Website: https://www.walnutshr.com