Earlyvillage Customer Terms of Service

Effective Date: August 28, 2026

These Customer Terms of Service (the “Terms”) govern access to and use of Earlyvillage, including our websites, applications, software, features, integrations, and related services (collectively, the “Services”).

The Services are provided by King Digital Inc., doing business as Earlyvillage (“Earlyvillage,” “we,” “us,” or “our”).

These Terms form an agreement between Earlyvillage and the childcare center, preschool, dayhome, nonprofit, organization, business, or other entity that subscribes to or receives the Services (the “Customer”).

If you accept these Terms on behalf of a Customer, you represent that you have authority to bind that Customer.

Individuals who access the Services through a Customer account, including administrators, educators, employees, contractors, parents, and guardians, are Authorized Users. Authorized Users do not become responsible for the Customer’s subscription fees, indemnification obligations, or regulatory responsibilities solely because they use the Services.

By creating or administering a Customer account, accepting an order, starting a Subscription, or otherwise agreeing to these Terms on behalf of a Customer, the Customer agrees to these Terms.

If the Customer does not agree to these Terms, it must not use the Services.

1. About Earlyvillage

Earlyvillage provides childcare management software designed to help childcare providers manage recurring operational workflows.

Depending on the Customer’s Subscription and configuration, the Services may include functionality relating to:

• child and family records;
• attendance and check-in/check-out;
• child and staff scheduling;
• classrooms, locations, and programs;
• enrollment;
• billing and payment records;
• family and guardian communication;
• daily reports and child updates;
• incident documentation;
• staffing and ratio information;
• operational records;
• compliance-related recordkeeping; and
• other administrative functionality made available by Earlyvillage.

Features available to a Customer may vary based on its Subscription, location, pilot agreement, configuration, or other written agreement with Earlyvillage.

Earlyvillage may introduce, modify, or discontinue functionality as the Services develop in accordance with these Terms.

2. Definitions

For these Terms:

“Authorized User” means an individual whom the Customer permits to access or use the Services, including an administrator, owner, employee, educator, contractor, parent, or guardian.

“Customer Data” means information, records, documents, messages, images, files, and other content submitted to, stored in, generated through, or otherwise provided to the Services by or on behalf of the Customer or an Authorized User.

“Customer Personal Information” means Customer Data that constitutes personal information about an identifiable individual under applicable privacy law.

“Documentation” means instructions, policies, help materials, or other documentation we make available concerning the Services.

“Security Incident” means confirmed unauthorized access to, acquisition of, use of, disclosure of, alteration of, or loss of Customer Personal Information within systems controlled by Earlyvillage, excluding unsuccessful attempts that do not compromise Customer Personal Information.

“Subscription” means the Customer’s paid, pilot, trial, promotional, or other authorized right to access the Services.

“Subprocessor” means a third-party service provider engaged by Earlyvillage to process Customer Personal Information in connection with providing the Services.

3. Customer Accounts

The Customer controls its Earlyvillage account and is responsible for determining who may access it.

The Customer must:

• provide accurate account and administrative information;
• designate appropriate administrators;
• grant access only to individuals who are authorized to use the Customer’s account;
• assign permissions appropriate to each Authorized User’s role;
• promptly remove or modify access when authorization changes;
• use reasonable measures to protect login credentials and authentication methods;
• not knowingly allow account credentials to be improperly shared; and
• promptly notify Earlyvillage if it becomes aware of unauthorized access to its account.

The Customer is responsible for activity performed through its account by its Authorized Users, except to the extent the activity results directly from Earlyvillage’s breach of these Terms or applicable law.

Earlyvillage may rely on instructions provided by users reasonably identified through the Services as authorized Customer administrators.

4. Authorized Users

Authorized Users may use the Services only within the access and permissions granted to them by the Customer.

The Customer is responsible for determining whether an Authorized User should be permitted to access particular children, records, classrooms, locations, messages, billing information, or other Customer Data.

Parents and guardians may access only information and functionality made available to them through the Customer’s account and their authorized relationship with the Customer.

The Services are intended for childcare organizations and adults acting in connection with those organizations.

Earlyvillage is not intended to provide children with independent user accounts or independent access to the Services unless Earlyvillage expressly introduces functionality designed for that purpose.

The Customer is responsible for ensuring that its Authorized Users comply with applicable portions of these Terms and any acceptable-use requirements communicated by Earlyvillage.

5. Customer Responsibilities

The Customer operates and controls its childcare program.

The Customer remains responsible for:

• the accuracy and completeness of Customer Data;
• determining which information should be entered into Earlyvillage;
• obtaining any consent, permission, or legal authority required to collect, use, disclose, or store information through the Services;
• verifying the identity and authority of parents, guardians, employees, contractors, and other users where appropriate;
• configuring permissions appropriately;
• complying with childcare licensing requirements;
• complying with employment, privacy, tax, billing, communication, and other laws applicable to its operations;
• maintaining appropriate supervision of children;
• maintaining appropriate staffing;
• determining required staff-to-child ratios;
• responding appropriately to incidents and emergencies;
• maintaining any records required independently by applicable law;
• reviewing material information before relying on it for significant operational decisions; and
• maintaining reasonable procedures for continuing safety-critical operations if the Services are unavailable.

The Customer must not represent that Earlyvillage has certified, inspected, accredited, approved, or licensed the Customer’s childcare operation.

6. Child Safety and Regulatory Responsibility

Earlyvillage provides operational software.

Earlyvillage does not operate childcare programs, supervise children, provide childcare, or make professional childcare decisions on behalf of Customers.

Features relating to attendance, staffing, staff-to-child ratios, schedules, incidents, allergies or health-related information, emergency contacts, classroom records, or compliance documentation are intended to assist Customers with their operations and recordkeeping.

They are not substitutes for direct supervision, physical headcounts, educator judgment, emergency procedures, staff training, licensing requirements, regulatory requirements, mandatory reporting responsibilities, or other safety practices required of childcare providers.

Earlyvillage does not guarantee that use of the Services will cause a Customer to comply with any particular statute, regulation, licensing condition, accreditation requirement, policy, or professional standard.

Customers remain responsible for determining which legal and regulatory requirements apply to their programs.

Service outages

Customers must maintain reasonable alternative procedures for safety-critical operations when Earlyvillage, internet connectivity, devices, telecommunications services, or other required technology is unavailable.

Emergencies

The Services are not an emergency communication or emergency response service.

If immediate action is required to protect a child or another person, Customers and Authorized Users must use appropriate emergency procedures and emergency communication channels.

7. Customer Data Ownership

As between Earlyvillage and the Customer, the Customer retains its rights in Customer Data.

These Terms do not transfer ownership of Customer Data to Earlyvillage.

The Customer grants Earlyvillage a limited, non-exclusive right to host, copy, transmit, process, display, back up, and otherwise use Customer Data only as reasonably necessary to:

• provide the Services;
• perform the Customer’s instructions;
• maintain and secure the Services;
• prevent fraud, misuse, or security threats;
• provide technical and customer support;
• maintain backups and business continuity;
• comply with applicable law;
• enforce these Terms; and
• perform other activities permitted by the Privacy Policy or an applicable Data Processing Agreement.

Earlyvillage will not sell Customer Personal Information.

8. How Earlyvillage Handles Personal Information

Earlyvillage may process personal information in two different capacities.

8.1 Information processed for the Customer

Customer Personal Information may include information concerning children, parents and guardians, employees and educators, contractors, prospective families, and other individuals connected with the Customer.

For Customer Personal Information that Earlyvillage processes in order to provide the Services on the Customer’s behalf, Earlyvillage will process that information:

• for the purposes of providing the Services;
• according to the Customer’s lawful instructions;
• as otherwise permitted by an applicable Data Processing Agreement; and
• as required or permitted by applicable law.

The Customer remains responsible for determining the purposes for which it collects and uses this information through Earlyvillage.

8.2 Information Earlyvillage processes for its own operations

Earlyvillage may separately collect and use information for legitimate purposes connected with operating its own business, including:

• Customer administrator information;
• subscription and payment information;
• account and authentication records;
• support communications;
• fraud and security information;
• service logs;
• product usage information; and
• information necessary to administer the Customer relationship.

Earlyvillage’s handling of this information is described in its Privacy Policy.

9. Customer Privacy Responsibilities

The Customer is responsible for ensuring it has appropriate authority to provide Customer Personal Information to Earlyvillage.

This may include providing appropriate privacy notices or obtaining appropriate consent from parents and guardians, employees and educators, contractors, prospective families, and other individuals whose information is processed through the Services.

The Customer must not collect or process personal information through Earlyvillage for purposes that are unlawful or unrelated to its legitimate operations.

Where the Customer receives an access, correction, deletion, or other privacy request relating to Customer Personal Information, Earlyvillage will provide reasonable assistance where the Customer cannot reasonably fulfil the request using available functionality and where such assistance is required by applicable law or an applicable Data Processing Agreement.

10. Data Processing Agreement

Where Earlyvillage processes Customer Personal Information on behalf of the Customer, an applicable Earlyvillage Data Processing Agreement (“DPA”) forms part of the Customer’s agreement with Earlyvillage.

The DPA may address processing instructions, confidentiality, security safeguards, subprocessors, international or cross-border processing, assistance with privacy requests, security incidents, data retention, deletion, regulatory cooperation, and other obligations concerning Customer Personal Information.

If these Terms conflict with the DPA concerning the processing of Customer Personal Information, the DPA controls to the extent of the conflict.

11. Security

Earlyvillage will maintain reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Services, the sensitivity of the information processed, and the risks reasonably associated with unauthorized access, collection, use, disclosure, alteration, or loss.

Security measures may include, as appropriate, authentication and authorization controls, encryption, access restrictions, logging, backup procedures, security monitoring, vendor controls, and internal security practices.

No software or information system can be guaranteed to be completely secure.

Earlyvillage therefore does not guarantee that unauthorized parties will never defeat security measures.

12. Security Incidents

If Earlyvillage becomes aware of a Security Incident affecting Customer Personal Information, Earlyvillage will notify the affected Customer without undue delay.

Earlyvillage will provide reasonably available information concerning:

• the nature of the Security Incident;
• categories of information affected;
• known or reasonably estimated scope;
• mitigation measures taken or planned; and
• other information reasonably necessary for the Customer to meet applicable legal obligations.

Earlyvillage may provide this information in stages as its investigation progresses.

Earlyvillage will take reasonable measures to contain the Security Incident, investigate its cause, mitigate reasonably foreseeable harm, and reduce the likelihood of recurrence where appropriate.

Notification under this section does not constitute an admission of fault or liability.

The Customer remains responsible for determining its own regulatory, individual-notification, or other legal obligations unless applicable law assigns those obligations directly to Earlyvillage.

13. Service Providers and Processing Outside Canada

Earlyvillage may use third-party service providers and Subprocessors to operate the Services.

Depending on the provider, Customer Personal Information may be processed or stored in Canada or in other countries.

Earlyvillage will maintain information about its material Subprocessors and cross-border processing practices as required by applicable law, its Privacy Policy, its DPA, or its published Subprocessor information.

Earlyvillage will require Subprocessors that process Customer Personal Information on its behalf to be subject to appropriate confidentiality, privacy, and security obligations.

The Customer is responsible for providing individuals with any notices concerning service providers or processing outside Canada that applicable law requires the Customer to provide.

Earlyvillage will make reasonably necessary information about its relevant service-provider practices available to the Customer to assist the Customer in meeting those obligations.

14. AI and Customer Data

Earlyvillage may introduce artificial-intelligence-assisted functionality from time to time.

Unless the Customer expressly opts in or separately agrees otherwise:

Earlyvillage will not use Customer Personal Information to train generalized artificial intelligence or machine-learning models for the benefit of unrelated third parties or other customers.

Earlyvillage may use aggregated information, statistical information, product telemetry, or information that has been reasonably de-identified to understand and improve the Services, provided that the resulting information does not reasonably identify the Customer, a child, an Authorized User, or another individual.

If an AI feature requires Customer Data to be processed by an external AI provider, Earlyvillage will treat that provider as an applicable service provider or Subprocessor and address that processing through its privacy documentation as appropriate.

AI-generated outputs may contain errors and must not be relied upon as substitutes for professional judgment, child supervision, regulatory interpretation, or emergency decision-making.

15. Communications

The Services may allow Customers and Authorized Users to send direct messages, announcements, classroom updates, daily reports, emails, SMS messages, notifications, and other communications.

The Customer is responsible for communications sent through its account.

The Customer must ensure that it has appropriate authority to communicate with each recipient.

Where a message constitutes a commercial electronic message under applicable law, the Customer is responsible for determining and satisfying applicable requirements concerning consent, identification, contact information, unsubscribe mechanisms, and recordkeeping.

Earlyvillage may provide functionality intended to help Customers manage communication preferences, but the Customer remains responsible for the lawfulness of messages it sends.

Communications may rely upon third-party telecommunications carriers, email providers, internet providers, recipient devices, spam filters, and other systems outside Earlyvillage’s control.

Earlyvillage does not guarantee that every communication will be delivered, received, opened, or read.

16. Family Billing and Payments

Earlyvillage may provide tools that enable Customers to create charges, issue invoices or statements, record balances, accept or facilitate payments, track payment status, record payment failures, provide receipts, and manage related billing workflows.

Payment execution may be provided by a third-party payment processor such as Stripe.

Unless expressly stated otherwise in a written agreement:

the Customer, not Earlyvillage, is the provider or seller of the childcare services being purchased by families.

The Customer is responsible for determining tuition amounts, fees, discounts, credits, subsidies, add-ons, refunds, taxes, payment schedules, and other amounts relating to childcare services.

Earlyvillage does not independently determine what a parent or guardian owes the Customer.

Third-party payment services may be governed by additional terms between the Customer, payer, Earlyvillage, and/or payment provider as applicable.

Payment processing may be affected by financial institutions, card networks, payment processors, insufficient funds, fraud controls, chargebacks, disputes, and other third parties.

Earlyvillage does not guarantee authorization or settlement of any particular payment.

Unless otherwise agreed, the Customer is responsible for responding to family billing disputes concerning the underlying childcare service.

17. Earlyvillage Subscription Fees

Fees payable by the Customer to Earlyvillage are separate from amounts families pay the Customer for childcare.

Earlyvillage Subscription fees are described in the applicable pricing page, order form, subscription page, pilot agreement, or other written agreement.

Unless otherwise stated:

• fees are charged in the currency displayed at purchase;
• applicable taxes are additional;
• recurring Subscription fees are billed in advance;
• fees are non-refundable except where required by law or expressly agreed otherwise; and
• the Customer authorizes Earlyvillage and its payment provider to charge its payment method for applicable fees.

If a Subscription renews automatically, the Customer authorizes Earlyvillage to charge the applicable renewal amount unless the Subscription is cancelled before renewal.

18. Failed Subscription Payments

If an Earlyvillage Subscription payment fails, Earlyvillage may retry the payment, request an updated payment method, notify Customer administrators, or restrict access if payment remains overdue.

Except in cases involving fraud, abuse, repeated non-payment, or other material risk, Earlyvillage will use reasonable efforts to provide notice before suspending a Customer solely because of an overdue Subscription payment.

19. Pricing Changes

Earlyvillage may change its Subscription prices from time to time.

Unless otherwise agreed, a price change affecting an existing paid Subscription will take effect at the Customer’s next renewal occurring after reasonable notice of the change.

The Customer may cancel before the new price takes effect if it does not wish to continue at the revised price.

20. Trials, Pilots, and Beta Features

Earlyvillage may offer trials, pilot programs, promotional access, preview features, experimental functionality, or beta functionality.

Unless a separate written agreement provides otherwise, Earlyvillage may modify or discontinue these offerings.

Beta, preview, and experimental functionality may contain errors, be incomplete, change materially, have limited support, or be discontinued.

The Customer must not rely on functionality clearly identified as experimental or beta as its sole process for safety-critical, compliance-critical, or financial obligations.

21. Third-Party Services

The Services may integrate with or rely upon third-party products or services, including hosting infrastructure, payment processors, communications providers, email providers, analytics services, authentication providers, and other technology services.

The Customer’s use of certain third-party services may be subject to terms established by those third parties.

Earlyvillage is not responsible for acts, omissions, outages, changes, or failures of third-party services that it does not control.

Earlyvillage may change third-party providers where reasonably necessary to operate, secure, support, or improve the Services.

22. Acceptable Use

The Customer must not, and must not knowingly permit an Authorized User to:

• use the Services unlawfully;
• use the Services for fraudulent, deceptive, abusive, exploitative, or harmful purposes;
• access Customer Data or accounts without authorization;
• attempt to gain access to another Customer’s account;
• impersonate another person;
• improperly share credentials;
• upload malware or malicious code;
• interfere with the integrity, availability, performance, or security of the Services;
• probe or test vulnerabilities without written authorization from Earlyvillage;
• circumvent security controls or access restrictions;
• reverse engineer or decompile the Services except where applicable law expressly permits it;
• systematically scrape or extract information except through functionality Earlyvillage expressly provides for that purpose;
• use the Services to harass, threaten, abuse, exploit, or harm another person;
• transmit unlawful commercial communications;
• circumvent Subscription limitations;
• misuse personal information;
• upload content the Customer does not have the right to process; or
• use the Services in a manner that creates unreasonable legal, security, privacy, operational, or infrastructure risk.

Earlyvillage may investigate suspected misuse.

23. Intellectual Property

Earlyvillage and its licensors retain all rights, title, and interest in the Services, including software, source code, interfaces, workflows, designs, graphics, trademarks, documentation, databases, technology, and improvements and derivative works.

Customer Data remains subject to Section 7.

During an active Subscription, Earlyvillage grants the Customer a limited, non-exclusive, non-transferable right to access and use the Services for the Customer’s internal childcare and administrative operations in accordance with these Terms.

No other intellectual property rights are transferred.

24. Feedback

Customers and Authorized Users may provide ideas, suggestions, requests, comments, or feedback concerning Earlyvillage.

The Customer permits Earlyvillage to use such feedback to develop and improve its products and business without restriction or compensation.

Earlyvillage will not publicly identify the Customer as the source of feedback without permission.

Feedback does not include Customer Data or Customer confidential information.

25. Confidentiality

Each party may receive information from the other that is confidential or that a reasonable person would understand to be confidential given the circumstances.

The receiving party will use confidential information only for purposes related to the relationship, apply reasonable measures to protect it, and disclose it only to personnel, contractors, professional advisers, service providers, or affiliates who reasonably require access and are subject to appropriate confidentiality obligations.

Confidential information does not include information that becomes public without breach of these Terms, was lawfully known without confidentiality restrictions, is independently developed without use of the confidential information, or is lawfully received from another source without confidentiality obligations.

A party may disclose confidential information when required by law, court order, or regulatory authority.

Where legally permitted, that party will provide reasonable notice before disclosure.

Customer Personal Information is also subject to the privacy and security obligations described elsewhere in these Terms and the DPA.

26. Service Availability

Earlyvillage aims to provide a dependable service but does not guarantee uninterrupted availability.

Services may occasionally be unavailable because of maintenance, upgrades, security work, infrastructure failures, internet outages, telecommunications outages, third-party failures, emergency maintenance, events outside Earlyvillage’s reasonable control, or measures required to protect users, Customer Data, or systems.

Any specific service-level commitment applies only if stated in a separate written agreement.

27. Changes to the Services

Earlyvillage may improve, modify, replace, add, or discontinue features.

For changes that materially reduce core paid functionality available to an existing Customer, Earlyvillage will use reasonable efforts to provide advance notice where practicable.

Advance notice may not be possible where a change is reasonably necessary because of security, privacy, law, regulation, third-party service changes, safety concerns, or urgent technical requirements.

28. Data Accuracy

Earlyvillage is designed to help Customers maintain accurate and traceable operational information.

However, much of the information in Earlyvillage is entered or modified by Customers, Authorized Users, integrations, or third-party systems.

Earlyvillage does not independently verify all Customer Data.

The Customer is responsible for reviewing information where accuracy is material to child safety, attendance, staffing, billing, health-related decisions, parent authorization, compliance, scheduling, or other significant operational decisions.

Where functionality permits records to be corrected, amended, or updated, the Customer is responsible for determining when corrections are necessary.

29. Suspension

Earlyvillage may suspend access to all or part of the Services where reasonably necessary because:

• Subscription fees remain materially overdue;
• the Customer materially breaches these Terms;
• an account presents a material security risk;
• unlawful or fraudulent activity is reasonably suspected;
• continued access threatens Earlyvillage, an individual, another Customer, or a third party;
• suspension is required by law or governmental authority; or
• a critical third-party provider requires suspension.

Where reasonably practicable, Earlyvillage will give the Customer notice and an opportunity to remedy the issue before suspension.

Earlyvillage may suspend access immediately where reasonably necessary to address significant security, privacy, legal, fraud, or safety risks.

Earlyvillage will use reasonable efforts to limit a suspension to the functionality affected by the issue.

30. Cancellation

The Customer may cancel its Subscription using functionality provided by Earlyvillage or another cancellation method communicated to the Customer.

Unless otherwise stated in an order form or other written agreement:

• cancellation prevents the Subscription from renewing;
• access ordinarily continues until the end of the paid Subscription period; and
• cancellation does not result in a refund for amounts already paid.

Any rights required by applicable law remain unaffected.

31. Termination

Either party may terminate its agreement for material breach where the other party fails to cure the breach within 30 days after written notice, if the breach is capable of cure.

Earlyvillage may terminate immediately if continued use is unlawful, involves fraud or intentional abuse, creates a material security or privacy risk, materially threatens another person’s safety or rights, or cannot legally or technically continue.

The parties may also terminate as otherwise permitted by an applicable order form, pilot agreement, or other written agreement.

32. Data Export After Termination

The Customer is responsible for retrieving Customer Data it requires following termination.

Unless applicable law requires otherwise, a separate agreement states otherwise, or the Customer’s access was terminated because retaining access would create a material security or legal risk, Earlyvillage will provide the Customer with a reasonable opportunity to retrieve available Customer Data for 30 days following termination or expiry of the Subscription.

The form and scope of available exports may depend on functionality reasonably available within the Services.

Earlyvillage may charge reasonable fees for custom data extraction or migration work beyond standard export functionality if the Customer agrees to those fees in advance.

33. Data Deletion and Retention

Following the applicable export period, Earlyvillage may delete Customer Data from active systems in accordance with its Data Retention Policy.

Earlyvillage may retain information for a longer period where reasonably necessary to comply with applicable law, maintain legally required records, resolve disputes, establish or defend legal claims, detect or prevent fraud, maintain security records, or satisfy other legitimate legal obligations.

Residual copies may remain temporarily in backups until overwritten or deleted through ordinary backup cycles.

Earlyvillage will not use retained Customer Personal Information for unrelated purposes merely because it remains in backup or archival systems.

The Customer remains responsible for determining and satisfying retention requirements applicable to its childcare records.

34. No Professional Advice

Earlyvillage does not provide legal, regulatory, medical, accounting, tax, employment, licensing, or other regulated professional advice.

Information, calculations, alerts, summaries, dashboards, templates, reports, recommendations, AI outputs, or other functionality provided through the Services are operational tools.

Customers must obtain appropriate professional advice where professional judgment is required.

35. Disclaimer of Warranties

To the maximum extent permitted by applicable law, the Services are provided “as is” and “as available.”

Earlyvillage does not warrant that:

• the Services will always be uninterrupted;
• the Services will always be error-free;
• every defect will be corrected immediately;
• the Services will meet every Customer requirement;
• Customer Data entered by users will be accurate;
• communications will always be delivered;
• payments will always be authorized or settled;
• third-party services will always remain available; or
• using Earlyvillage will itself satisfy childcare licensing, regulatory, privacy, employment, tax, accounting, or other legal requirements.

Earlyvillage disclaims warranties and conditions that may otherwise be implied by law to the extent they may lawfully be excluded.

Nothing in these Terms excludes any warranty, condition, right, or remedy that applicable law does not permit the parties to exclude.

36. Limitation of Liability

To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages arising from these Terms or the Services, including loss of profits, revenue, goodwill, anticipated savings, or business opportunity, even if the party knew such damages were possible.

General liability cap

Except as provided below, each party’s aggregate liability arising from or relating to these Terms or the Services will not exceed the total fees paid or payable by the Customer to Earlyvillage during the 12 months immediately preceding the event giving rise to the claim.

If the Customer has paid no fees because it is participating in a free trial, pilot, or other free Subscription, the general liability cap will be CAD $1,000.

Enhanced cap

For claims arising from a party’s breach of its confidentiality obligations or Earlyvillage’s breach of its contractual obligations concerning the security of Customer Personal Information, the aggregate liability cap will be two times the applicable general liability cap.

Liability that cannot be limited

Nothing in these Terms limits or excludes liability for fraud or fraudulent misrepresentation, wilful misconduct, gross negligence where such liability cannot lawfully be limited, amounts payable under an indemnity to the extent expressly provided in these Terms, or liability that applicable law prohibits the parties from limiting or excluding.

These limitations apply regardless of the legal theory under which the claim is brought.

37. Customer Indemnification

To the extent permitted by law, the Customer will defend and indemnify Earlyvillage and its directors, officers, and employees against third-party claims arising from:

• Customer Data that the Customer did not have legal authority to provide or process;
• unlawful communications sent through the Customer’s account;
• the Customer’s material breach of these Terms;
• the Customer’s infringement of a third party’s rights through Customer Data;
• fraudulent or intentionally unlawful use of the Services by the Customer; or
• the Customer’s childcare operations,

except to the extent the claim was caused by Earlyvillage’s breach of these Terms, negligence, wilful misconduct, or violation of applicable law.

Earlyvillage must promptly notify the Customer of the claim, provide reasonable cooperation at the Customer’s expense, and permit the Customer to control the defence and settlement, provided the Customer may not enter into a settlement that admits fault by Earlyvillage, imposes obligations on Earlyvillage, or restricts Earlyvillage’s operations without Earlyvillage’s written consent.

38. Earlyvillage Intellectual Property Indemnification

Earlyvillage will defend the Customer against a third-party claim alleging that the Customer’s authorized use of the Earlyvillage Services infringes a Canadian patent, copyright, or trademark and will indemnify the Customer for damages finally awarded against it or settlement amounts approved by Earlyvillage.

This obligation does not apply to claims arising from Customer Data, modifications not made by Earlyvillage, use of the Services in combination with products not supplied or approved by Earlyvillage where the combination causes the alleged infringement, use contrary to these Terms or Documentation, or continued use after Earlyvillage has provided a reasonable non-infringing alternative.

If such a claim occurs or appears reasonably likely, Earlyvillage may obtain the right for the Customer to continue using the affected functionality, modify or replace the functionality with substantially equivalent functionality, or terminate the affected functionality and refund any prepaid Subscription fees attributable to the unused portion of that functionality.

This section states Earlyvillage’s entire obligation concerning third-party intellectual property infringement claims.

39. Changes to These Terms

Earlyvillage may update these Terms as its Services, business, or applicable laws change.

For material changes, Earlyvillage will provide reasonable notice through the Services, email, or another appropriate method.

Unless otherwise stated, material changes will ordinarily take effect at least 30 days after notice.

Changes required because of law, regulation, security, safety, or urgent technical circumstances may take effect sooner where reasonably necessary.

If the Customer does not agree to a material change, it may stop using the Services and cancel its Subscription before the change takes effect.

Continued use after revised Terms become effective constitutes acceptance of the revised Terms.

40. Governing Law

These Terms and disputes arising from them are governed by the laws of the Province of Alberta and the federal laws of Canada applicable in Alberta, without regard to conflict-of-law principles.

41. Dispute Resolution

Before starting formal court proceedings, the parties will make reasonable efforts to resolve disputes through good-faith discussions.

A party may seek urgent injunctive or protective relief where reasonably necessary without completing informal discussions first.

Except where applicable law requires otherwise, the courts located in Calgary, Alberta will have exclusive jurisdiction over disputes arising from these Terms or the Services.

Nothing in this section removes a non-waivable right available under applicable privacy, consumer protection, or other law.

42. Notices

Earlyvillage may provide contractual notices to the Customer through the Services, the Customer administrator’s email address, or another contact method associated with the account.

The Customer must keep its administrative contact details current.

Legal notices to Earlyvillage may be sent to:

King Digital Inc., doing business as Earlyvillage
122 Silverado Creek Crescent SW
Calgary, Alberta T2X 0C5
Canada
legal@earlyvillage.com

Privacy-related inquiries may also be sent to legal@earlyvillage.com, unless a different privacy contact is identified in the Earlyvillage Privacy Policy.

43. Entire Agreement

These Terms, together with any applicable order form, Subscription agreement, pilot agreement, Privacy Policy, Data Processing Agreement, and other document expressly incorporated by reference, constitute the agreement governing the Customer’s use of the Services.

If documents conflict, the following order of precedence applies unless expressly agreed otherwise:

• a separately signed agreement or order form;
• the Data Processing Agreement for matters concerning processing of Customer Personal Information;
• these Terms; and
• Documentation or policies incorporated by reference.

44. Assignment

The Customer may not assign these Terms without Earlyvillage’s prior written consent, except as part of a merger, restructuring, or sale of substantially all of the Customer’s applicable business or assets.

Earlyvillage may assign these Terms in connection with a corporate restructuring, financing, merger, acquisition, or sale of all or substantially all of the relevant business or assets.

Any other attempted assignment contrary to this section is void to the extent permitted by law.

45. Severability

If any provision of these Terms is determined to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable where permitted.

The remaining provisions will continue in effect.

46. No Waiver

A party’s failure to enforce a provision of these Terms does not waive its right to enforce the provision later.

47. Force Majeure

Neither party will be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, widespread internet or telecommunications outages, war, terrorism, civil unrest, labour disruptions, government action, widespread infrastructure failures, or failures of critical third-party infrastructure outside the party’s reasonable control.

This section does not excuse payment obligations that became due before the force majeure event.

48. Relationship of the Parties

The parties are independent contractors.

These Terms do not create an employment relationship, partnership, joint venture, franchise, fiduciary relationship, or agency relationship between Earlyvillage and the Customer.

Neither party may bind the other unless expressly authorized in writing.

49. Survival

Provisions that by their nature should continue after termination survive termination, including provisions concerning accrued payment obligations, Customer Data, confidentiality, intellectual property, data retention and deletion, disclaimers, limitations of liability, indemnification, disputes, and governing law.

50. Contact

Questions concerning these Terms may be directed to:

Earlyvillage
King Digital Inc.
122 Silverado Creek Crescent SW
Calgary, Alberta T2X 0C5
Canada
legal@earlyvillage.com

Privacy-related questions may also be directed to legal@earlyvillage.com, unless Earlyvillage identifies a different privacy contact in its Privacy Policy.