Terms of Service

These Terms of Service (the “Terms”) form a binding agreement between LamWorks, a business registered in the Province of Alberta, Canada (“LamWorks”, “we”, “us” or “our”) and the organization that registers for or uses BordersHub (the “Customer” or “you”). Please read them carefully. Sections 4, 18, 19, 20 and 21 limit our responsibility and liability.

1. Acceptance and authority

1.1 By creating an account, checking a box indicating acceptance, or accessing or using the Service, you agree to these Terms and to our Privacy Policy. If you do not agree, you must not use the Service.

1.2 The individual who accepts these Terms represents and warrants that they are at least 18 years old and have the authority to bind the Customer. If they do not have that authority, they personally accept these Terms and are responsible for the use of the Service.

1.3 The Service is provided for business purposes only. The Customer confirms that it is using the Service in the course of a trade, business or profession and not as a consumer.

1.4 Each User who joins a Customer’s organization agrees to comply with these Terms when using the Service. The Customer is responsible for its Users’ compliance.

2. Definitions

• “Service” means BordersHub, including its website, web application, public registry, API and documentation, as made available by LamWorks from time to time.
• “Member” means any organization registered on the Service, including the Customer.
• “User” means an individual authorized by a Member to use the Service on its behalf, including administrators, contributors and approvers.
• “Customer Content” means all information, declarations, documents, files, images, messages and other materials that the Customer or its Users submit to the Service, including trust profiles and evidence files.
• “Trust Relationship” means a Member’s approval of another Member’s trust request, which permits that other Member to access the approving Member’s full published trust profile and evidence.
• “Shared Content” means Customer Content of one Member that another Member is able to access through a Trust Relationship.
• “Registry Entry” means the publicly accessible page describing a Member, as described in Section 8.
• “API Token” means a credential issued through the Service that allows software to access the API on a Member’s behalf.

3. The Service

3.1 Subject to these Terms, LamWorks grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable right during the term to access and use the Service for its internal business purposes, including to publish trust profiles, store evidence, manage internal approvals, establish Trust Relationships and evaluate other Members.

3.2 The Service is a tool that enables Members to make and share their own statements and documents. LamWorks is not a party to any transaction, contract or relationship between Members.

4. No verification, endorsement or advice

4.1 Information on the Service is provided by Members, not by LamWorks. Trust profiles, declarations, certifications, evidence files and other Customer Content are created by the Members that submit them. LamWorks does not verify, audit, certify, test or endorse the accuracy, completeness, authenticity, validity or currency of any Customer Content, including any statement that a Member holds a certification, complies with a law or standard, or maintains any control.

4.2 Labels and indicators displayed by the Service—including “published”, version numbers, section statuses, approval records, expiry dates and listing in the registry—reflect only information and actions recorded in the Service by Members. They are not a verification, certification, rating, guarantee or recommendation by LamWorks, and a listing does not imply that LamWorks has reviewed a Member.

4.3 The Service does not provide legal, regulatory, compliance, export control, tax, financial, insurance, security or other professional advice. Each Member is solely responsible for its own due diligence, risk assessments, and decisions about whether and on what terms to do business with another Member, and should obtain independent professional advice where appropriate. Any reliance on Customer Content is at the relying Member’s own risk.

5. Accounts and security

5.1 The Customer must provide accurate registration information and keep it current. The Customer’s administrators control its organization, including inviting and removing Users, assigning roles, configuring security settings, approving Trust Relationships and issuing API Tokens.

5.2 The Customer is responsible for all activity under its organization and its Users’ accounts and API Tokens, for keeping credentials confidential, and for the security settings it chooses. We strongly recommend enabling multi-factor authentication. The Customer must notify us promptly at security@bordershub.com of any unauthorized access or suspected security incident.

5.3 Accounts are personal to the individual User and may not be shared.

6. Customer Content

6.1 Ownership. As between the parties, the Customer retains all rights in its Customer Content.

6.2 License to LamWorks. The Customer grants LamWorks a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, process, display and make available Customer Content as necessary to provide, secure and support the Service, to make it available to others as directed by the Customer through the Service’s features (including the Registry Entry and Trust Relationships), and to comply with law.

6.3 Customer responsibilities. The Customer represents, warrants and agrees that:

• it is solely responsible for all Customer Content that it or any of its Users uploads, submits, publishes or shares through the Service, in any form (including evidence files, images, logos, profile pictures, profile text and support ticket attachments), and for that Customer Content complying with these Terms, including Section 9, and with applicable law;
• its Customer Content is, to the best of its knowledge, accurate, complete and not misleading when submitted, and it will keep its published trust profile and evidence current, including by removing or updating information that has expired or ceased to be accurate;
• it has all rights, licenses, consents and authorizations needed to submit Customer Content and to share it as directed through the Service, and doing so does not infringe or misappropriate any third party’s rights or breach any confidentiality obligation;
• evidence files are genuine and have not been forged, altered to mislead, or obtained unlawfully;
• where Customer Content contains personal information, it has provided all notices and obtained all consents required by applicable law, including for disclosure to other Members it approves; and
• it will not upload sensitive personal information (such as health, financial account or government identification information) or information subject to export control, classification or other special legal restrictions unless it is lawful and necessary to do so and the Customer is solely responsible for its protection.

6.4 Removal. LamWorks has no obligation to monitor Customer Content. However, LamWorks may, at its discretion and without prior notice, remove, disable access to or permanently delete any Customer Content that it reasonably believes violates these Terms (including Section 9) or applicable law, or that is the subject of a credible legal complaint. Deleted Customer Content cannot be restored. LamWorks is not required to notify the Customer before or after doing so, although it will normally record the removal in the Customer’s audit log. Removal does not limit LamWorks’s other rights, including under Sections 9, 16 and 17.

6.5 Backups. The Customer is responsible for keeping its own copies of its Customer Content. The Service is not an archival or records-retention system.

7. Trust relationships and Shared Content

7.1 Control. The Customer alone decides whether to approve a trust request. Approval permits the requesting Member and its Users to view the Customer’s full published trust profile and to view and download its evidence files, including through the API, until the Customer revokes the approval.

7.2 Copies. The Customer acknowledges that a Member it approves may download, print or otherwise retain copies of Shared Content, and that revoking a Trust Relationship stops further access through the Service but cannot recall copies already made. LamWorks is not responsible for any Member’s use, retention or disclosure of Shared Content.

7.3 Obligations of receiving Members. A Member that receives Shared Content must:

• use it solely to evaluate, establish, manage or perform a business relationship with the Member that shared it, or to meet its own legal and regulatory obligations relating to that relationship;
• keep it confidential with at least reasonable care, and disclose it only to its employees, contractors and professional advisers who need to know it for those purposes and are bound by confidentiality obligations;
• not publish, sell, sublicense, aggregate or scrape it, or use it to build a competing database or service;
• comply with applicable privacy laws for any personal information it contains; and
• on the sharing Member’s written request, delete or return copies it no longer needs, except as required by law or retained in routine backups.

7.4 Activity records. Viewing another Member’s full trust profile or downloading its evidence is recorded in the audit logs of both Members, including the acting User’s name, email address, IP address and user agent. Each Member consents, and will ensure its Users are informed, that these records are made and are visible to the other Member.

8. Public registry

The Customer agrees that LamWorks may publicly display a Registry Entry for it, accessible without an account, containing its organization name, logo, company identifier and date of listing and, once it has published a trust profile, its legal entity name, trade name, legal form, jurisdiction, operational status, website and business classification, together with a link and QR code to that entry. Anyone may search the registry by organization name.

9. Acceptable use

The Customer and its Users must not, and must not permit anyone to:

• submit false, misleading or fraudulent information, or impersonate any person or organization, or misrepresent an affiliation;
• register an organization without authority to act for it, or create organizations or trust requests for spam, harassment or data harvesting;
• upload malware or content that is unlawful, defamatory, infringing or that violates anyone’s privacy;
• upload, publish or share sexually explicit, pornographic or obscene material, nudity or other adult content, or gratuitously violent or shocking material, in any form (including files, images, logos, profile pictures, text and support ticket attachments);
• upload, publish or share material that infringes any copyright, trademark or other intellectual property right, including pirated or unlicensed software, documents, standards, reports, images or other media that the Customer has no right to copy or distribute;
• upload content that is unrelated to the Customer’s trust, compliance or business information, or use the Service to store or distribute files for any other purpose;
• submit reports about other Members that it knows to be false or misleading, or that are made to harass, to damage or disrupt a competitor, to obtain information about another Member, or otherwise to abuse the reporting feature, including repeated or coordinated reports that it knows to be unfounded;
• access or attempt to access another Member’s non-public information, or bypass, probe or test any authentication, authorization, rate limit or other security measure, except under a vulnerability disclosure arrangement described in our Security Overview;
• scrape, crawl or systematically collect data from the Service, other than through the API within its limits;
• interfere with or disrupt the Service, or impose an unreasonable load on it;
• copy, modify, reverse engineer, decompile or create derivative works of the Service, except to the extent applicable law expressly permits despite this restriction;
• resell, rent or provide the Service to third parties as a service bureau, or use it to build a competing product;
• use the Service in violation of applicable laws, including privacy, anti-spam, anti-corruption, export control and economic sanctions laws; or
• use the Service if the Customer or its Users are subject to, or owned or controlled by persons subject to, sanctions administered by Canada, the United States, the United Kingdom, the European Union or the United Nations.

A breach of this Section 9 by the Customer or any of its Users is a material breach of these Terms, and the Customer is responsible for it, whatever form the content takes: evidence files; the Customer’s name and logo, which are shown on its public Registry Entry; Users’ names, job titles and profile pictures; trust profile answers and other free-text fields; and support ticket messages and attachments. Without limiting its other rights, and without prior notice, LamWorks may: (a) remove or permanently delete the Customer Content concerned (Section 6.4); (b) suspend the Customer or any User or API Token (Section 16); and (c) where the breach is serious or repeated, terminate these Terms and close the Customer’s account immediately (Section 17.2). No refund or credit is given in any of these cases (Section 11.3). The Customer remains responsible for any claims arising from its Customer Content (Section 20).

Reports. Members may report to LamWorks, through the Service, another Member’s Customer Content or conduct that they believe breaches these Terms or applicable law. LamWorks reviews reports at its discretion and is not obliged to act on any report or within any particular time. Where LamWorks considers that a report is accurate and reasonably founded, it may take any of the actions described in this Section 9 against the reported Member, its Users or its API Tokens, including removing or permanently deleting Customer Content, suspension and termination, without prior notice and without any refund or credit; LamWorks may also act on the basis of its own review of what was reported. LamWorks tells the reporting Member its decision but may withhold details of any action taken. LamWorks does not disclose the reporting Member’s identity to the reported Member, except where required by law or to respond to a legal claim. The reporting Member must give accurate information and may be asked to clarify its report; LamWorks may decide a report without waiting for an answer. A decision on a report is made in LamWorks’s reasonable discretion for the purpose of enforcing these Terms; it is not a finding of fact or of legal liability, and it does not make LamWorks a party to any dispute between Members (Section 21). A Member that disagrees with a decision affecting it may ask LamWorks to reconsider by contacting it (Section 25).

Abuse of reports. Reports that are knowingly false, misleading or abusive, including reports made to harm a competitor and repeated or coordinated unfounded reports, are themselves a material breach of this Section 9 by the reporting Member. LamWorks may take against the reporting Member, its Users or its API Tokens any of the actions described in this Section 9, without prior notice and without any refund or credit, including closing its reports, restricting its ability to report, suspension and termination. Where LamWorks acts against a reported Member on the basis of a report that later proves knowingly false, the reporting Member is responsible for the resulting claims and losses (Section 20).

10. API and integrations

10.1 Administrators may issue API Tokens to allow the Customer’s software, or software operated on its behalf, to access the API. An API Token grants access to the information its issuing organization’s administrators can see. The Customer is responsible for every request made with its API Tokens, for keeping them secret, for the developers and third parties to which it gives them, and for deleting tokens that are no longer needed or may be compromised.

10.2 API Tokens expire no later than one year after creation. LamWorks may impose and change rate limits and usage limits, and may suspend or revoke API Tokens that are being misused or that threaten the security or stability of the Service.

10.3 Information retrieved through the API remains subject to these Terms, including Section 7.3 for Shared Content. LamWorks may modify, version or discontinue API endpoints, and will use reasonable efforts to give advance notice of changes that remove functionality.

11. Subscription and fees

11.1 Free features and paid features. Registering, inviting Users, searching the Service and viewing public registry entries, and preparing a trust profile (including uploading evidence and taking versions through internal review and approval) are free. The following require an active paid subscription for the Member’s organization (“Paid Features”): publishing a trust profile; requesting, granting and using trust relationships, including viewing other Members’ full trust profiles and evidence; Partners; the API and API Tokens; and the website badge showing the Member as verified. There is a single plan. Its price is CAD $100 per organization per month, exclusive of taxes, as displayed on the Service at the time of subscription, unless a different price is agreed in a signed order form. No free trial of the Paid Features is offered. LamWorks may change which features are free on notice under Section 23.

11.2 Reseller and billing. Subscriptions are sold through Paddle.com Market Limited and its affiliates (“Paddle”), which act as reseller and merchant of record. The Customer pays Paddle at checkout, under Paddle’s buyer terms and privacy notice, and Paddle processes the payment, issues invoices and receipts, and collects applicable taxes. Payment card and other payment details are given to Paddle and never reach LamWorks. Each payment covers one month from the day it is made, and the subscription renews automatically for successive periods of one month until cancelled, each charged in advance. The Customer authorizes Paddle to charge the payment method on file for each renewal, and must keep its billing and payment information complete and current (it can be updated from the Service’s Subscription page).

11.3 Cancellation and refunds. The Customer may cancel at any time by turning off automatic renewal in the Service. Cancellation takes effect at the end of the billing period then in progress, and the Customer keeps the Paid Features until then. Fees already paid are non-refundable, and no refunds or credits are given for partial billing periods, unused time or unused features, except where required by law or where LamWorks terminates for convenience under Section 17.2, in which case LamWorks will refund the prepaid fees for the remainder of the billing period. Any refund is made through Paddle to the original payment method, and the billing period it refunds ends when the refund is made. No refund or credit is given when LamWorks removes Customer Content, suspends the Service or terminates these Terms because of the Customer’s breach, including a breach of Section 9. Deleting the Customer’s organization cancels the subscription immediately.

11.4 Price changes. LamWorks may change the subscription price by giving at least 30 days’ notice. A new price applies from the first billing period starting after the notice period ends. If the Customer does not agree, it may cancel before then.

11.5 Failed payments and the end of a subscription. If a renewal payment fails, Paddle retries it and the Service tells the Customer’s Users. When a subscription ends, for whatever reason (cancellation, a payment that is not made, a refund, or a chargeback), the Paid Features stop. For 14 days after the end (the “Grace Period”), the Customer’s published trust profile, website badge and existing trust relationships keep working, so that a late payment does not take them offline. After the Grace Period the trust profile becomes inactive: other Members and the public registry show it as inactive, the website badge no longer shows the Member as verified, and existing trust relationships give no access in either direction. Nothing is deleted or unpublished because a subscription ends, the Customer keeps access to its own Customer Content, and subscribing again restores the Paid Features, the trust profile and the trust relationships as they were.

11.6 Taxes. Fees are exclusive of all sales, use, goods and services, harmonized, value-added and similar taxes and duties. Paddle, as merchant of record, calculates and collects the applicable taxes at checkout and shows them on its invoices. The Customer must give accurate tax information (for example, its business tax registration number where it claims an exemption) and is responsible for any withholding taxes.

11.7 Disputes about charges. The Customer must notify LamWorks of any good-faith dispute about a charge within 60 days of the charge, and the parties will work together to resolve it. Initiating a chargeback without first notifying LamWorks is a breach of these Terms. A charge that is charged back no longer pays for the billing period it covered, and LamWorks may end the subscription.

11.8 Complimentary subscriptions. LamWorks may, at its discretion, give a Customer a subscription or extend one without charge, for example as a promotion or as goodwill. It provides the same Paid Features until the date LamWorks sets, then ends unless the Customer pays for a subscription, has no cash value, and may be ended early by LamWorks on notice, or immediately for the Customer’s breach of these Terms.

12. Data protection

12.1 Each party will comply with the privacy and data protection laws that apply to it in connection with the Service. LamWorks’s handling of personal information is described in the Privacy Policy.

12.2 To the extent LamWorks processes personal information contained in Customer Content on the Customer’s behalf, LamWorks will:

• process it only to provide the Service, in accordance with the Customer’s documented instructions (which consist of these Terms and the Customer’s use and configuration of the Service), unless required otherwise by law;
• ensure that personnel authorized to access it are bound by confidentiality obligations;
• implement appropriate technical and organizational security measures, as described in the Security Overview;
• engage sub-processors only under written terms providing at least equivalent protection, remain responsible for them, and make information about them available on request;
• taking into account the nature of the processing, assist the Customer in responding to requests from individuals and in meeting its obligations regarding security, breach notification and impact assessments;
• notify the Customer without undue delay after becoming aware of a breach of security affecting that personal information;
• delete it on termination in accordance with Section 17, subject to legal retention requirements; and
• make available information reasonably necessary to demonstrate compliance with this Section 12.2.

12.3 Where required by law for transfers of personal information, the parties agree to the applicable standard contractual clauses or other approved transfer mechanism, which will prevail over these Terms to the extent of any conflict.

13. Confidentiality

13.1 Each party may receive non-public information of the other that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). Customer Content that is not public is the Customer’s Confidential Information. The receiving party will use Confidential Information only to perform under or exercise its rights under these Terms, protect it with at least reasonable care, and disclose it only to personnel and advisers who need to know it and are bound by confidentiality obligations.

13.2 These obligations do not apply to information that is or becomes public through no fault of the receiving party, was known to it without restriction, is independently developed, or is rightfully received from a third party without restriction. A party may disclose Confidential Information where required by law, after giving the other party prompt notice where legally permitted.

13.3 Disclosure of Customer Content to Members the Customer approves, or in its Registry Entry, is made at the Customer’s direction and is not a breach of this Section by LamWorks.

14. Intellectual property and feedback

14.1 LamWorks and its licensors own all rights in the Service, including its software, design, documentation, trademarks (including the “BordersHub” name and logo) and any improvements, excluding Customer Content. No rights are granted except as expressly stated in these Terms.

14.2 If the Customer or its Users provide suggestions or feedback, LamWorks may use them without restriction or obligation.

14.3 LamWorks may use aggregated or de-identified data derived from the operation of the Service, which does not identify the Customer, any User or any individual, to operate, secure and improve the Service.

14.4 The Customer grants LamWorks a limited right to identify it as a user of the Service, including by displaying its name in the registry, and in other marketing only with its prior consent.

15. Third-party services

The Customer may use the Service with third-party software, services or integrations, including software that uses the API. Such use is governed by the terms between the Customer and the third party. LamWorks is not responsible for third-party services or for any access to or use of Customer Content by them.

16. Suspension

LamWorks may suspend access to the Service, in whole or in part, for the Customer or any User or API Token, if it reasonably believes that: (a) there is a security threat to the Service or other Members; (b) these Terms have been materially breached; (c) the use may expose LamWorks or others to legal liability; or (d) suspension is required by law. Where practicable, LamWorks will give notice and limit the suspension to what is reasonably necessary, except that LamWorks may suspend without prior notice for a breach of Section 9. In serious or urgent cases, for example a security threat, prohibited content, fraud, impersonation or abuse of reports, LamWorks may immediately suspend the Customer’s entire account, including all of its Users and API Tokens, without prior notice. A suspension lasts until LamWorks lifts it; if the cause is not remedied, or the breach is serious or repeated, LamWorks may also terminate these Terms (Section 17.2). Fees remain payable during a suspension, and no refund or credit is given for a suspension or for a termination that follows it, including for any unused part of a billing period (Section 11.3).

17. Term, termination and deletion

17.1 These Terms apply from the Customer’s first acceptance until its organization is deleted or these Terms are terminated.

17.2 The Customer may terminate at any time by cancelling its subscription (effective at the end of the current billing period, under Section 11.3) or by deleting its organization in the Service’s settings (effective immediately, without refund). LamWorks may terminate these Terms for convenience on 30 days’ notice, or on notice if the Customer fails to pay an amount it owes, or immediately on notice if the Customer materially breaches these Terms and (where the breach can be remedied) fails to remedy it within 10 days of notice, or if required by law. LamWorks may also terminate these Terms immediately, without prior notice and without any opportunity to remedy, if the Customer or its Users breach Section 9 in a serious or repeated way (for example, by uploading sexually explicit material or material that infringes intellectual property rights). On any termination for the Customer’s breach, no refund or credit is given for fees paid or for the remainder of the billing period.

17.3 Deleting an organization permanently and immediately deletes its Customer Content, audit log and member accounts from the Service; residual copies in backups are overwritten in the ordinary course within 90 days. Deleted data cannot be restored. Before deleting, the Customer should export any information it needs (for example through the API). If LamWorks terminates for convenience, it will give the Customer an opportunity to export its Customer Content before deletion.

17.4 Sections 4, 6.3, 7.2 to 7.4, 9, 11 (as to amounts accrued), 13, 14, 18 to 22 and 24, and any other provision that by its nature should survive, survive termination.

18. Disclaimers

18.1 To the maximum extent permitted by law, the Service, all Customer Content and Shared Content, and all information made available through the Service are provided “as is” and “as available”, without warranties or conditions of any kind, whether express, implied, statutory or otherwise, including any implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, title, non-infringement, accuracy and quiet enjoyment, and any warranties arising from course of dealing or usage of trade.

18.2 Without limiting the foregoing, LamWorks does not warrant that the Service will be uninterrupted, timely, secure or error-free, that data will not be lost or corrupted, that any defect will be corrected, or that any information provided by any Member is accurate, complete, genuine or current. The Service is not designed for, and must not be relied on as the sole basis for, decisions where failure could result in death, personal injury, or severe physical, environmental or financial damage.

19. Limitation of liability

19.1 To the maximum extent permitted by law, in no event will LamWorks or its owners, officers, employees, contractors, agents, suppliers or licensors be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, contracts, anticipated savings, goodwill or data, or the cost of procuring substitute services, arising out of or relating to these Terms or the Service, however caused and under any theory of liability (including contract, tort, negligence, strict liability or otherwise), even if advised of the possibility of such damages.

19.2 To the maximum extent permitted by law, LamWorks’s total aggregate liability arising out of or relating to these Terms and the Service will not exceed the greater of (a) the fees paid by the Customer to LamWorks for the Service in the twelve (12) months before the event giving rise to the liability, and (b) one hundred Canadian dollars (CAD $100).

19.3 Without limiting the foregoing, LamWorks has no liability for any loss or damage arising from: Customer Content or Shared Content, or any Member’s reliance on it; any decision to enter, continue or end a business relationship; the acts or omissions of any Member, User or third party, including the use, retention or disclosure of Shared Content; unauthorized access resulting from a Customer’s or User’s failure to protect its credentials or API Tokens; or events beyond LamWorks’s reasonable control.

19.4 These limitations apply even if a remedy fails of its essential purpose, and form an essential basis of the bargain between the parties. Nothing in these Terms limits liability that cannot be limited under applicable law, such as liability for fraud or for death or personal injury caused by negligence.

20. Indemnification

The Customer will defend, indemnify and hold harmless LamWorks and its owners, officers, employees, contractors and agents from and against all claims, demands, proceedings, losses, damages, liabilities, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) Customer Content, including any claim that it is inaccurate, misleading, infringing, unlawfully obtained or disclosed, or violates privacy law; (b) the Customer’s or its Users’ use of the Service, API Tokens or Shared Content; (c) any breach of these Terms by the Customer or its Users; (d) the Customer’s violation of applicable law or third-party rights; and (e) any dispute between the Customer and another Member. LamWorks will give the Customer prompt notice of the claim, allow it to control the defense (provided that the Customer may not settle a claim in a way that imposes obligations on or admits fault by LamWorks without LamWorks’s written consent), and provide reasonable cooperation at the Customer’s expense.

21. Disputes between Members

Members are solely responsible for their dealings with each other. LamWorks is not obliged to become involved in, mediate or resolve any dispute between Members, although it may choose to do so. Reporting another Member to LamWorks (Section 9) does not change this: LamWorks acts on reports only to enforce these Terms. To the maximum extent permitted by law, the Customer releases LamWorks and its owners, officers, employees, contractors and agents from all claims, demands and damages of every kind, known and unknown, arising out of or connected with any dispute with another Member or with any Customer Content or Shared Content. If the Customer is located in California, it waives California Civil Code Section 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The Customer waives any similar provision of any other jurisdiction.

22. Governing law and disputes

22.1 These Terms, and any dispute or claim arising out of or relating to them or the Service, are governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

22.2 The parties submit to the exclusive jurisdiction of the courts of the Province of Alberta, sitting in the judicial centre of Calgary, and waive any objection to venue or inconvenient forum, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

22.3 Before starting proceedings (other than for urgent equitable relief), a party must give the other written notice of the dispute, and the parties will try in good faith to resolve it within 30 days.

22.4 To the extent permitted by law, any claim must be brought within one (1) year after the cause of action arises, and claims may be brought only in a party’s individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

23. Changes to the Service and these Terms

23.1 LamWorks may change, add or remove features of the Service from time to time. Where a change materially reduces the Service’s core functionality, LamWorks will give reasonable notice where practicable.

23.2 LamWorks may amend these Terms by posting an updated version with a new effective date. For material changes, LamWorks will give at least 30 days’ notice through the Service or by email before they take effect, except where changes are required by law or relate to new features, in which case they may take effect sooner. Continued use of the Service after the changes take effect constitutes acceptance. If the Customer does not agree, it must stop using the Service and may delete its organization.

24. General

24.1 Entire agreement. These Terms, the Privacy Policy and any order form signed by both parties are the entire agreement between the parties about the Service and supersede all prior agreements and understandings. Any purchase order or other terms supplied by the Customer are rejected and have no effect. In case of conflict, a signed order form prevails over these Terms, and these Terms prevail over the Privacy Policy.

24.2 Assignment. The Customer may not assign or transfer these Terms without LamWorks’s prior written consent. LamWorks may assign these Terms, on notice, to an affiliate or to a successor in a merger, acquisition, reorganization or sale of all or substantially all of the relevant business or assets. Any other attempted assignment is void.

24.3 Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, labour disputes, acts of government, failures of telecommunications, hosting or utility providers, and cyber-attacks that could not reasonably have been prevented.

24.4 Notices. LamWorks may give notices through the Service or by email to an administrator of the Customer’s organization. The Customer must send legal notices to contact@bordershub.com . Email notices are effective when sent, unless the sender receives notice of non-delivery.

24.5 Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary or employment relationship. There are no third-party beneficiaries of these Terms, except as stated in Sections 19 to 21.

24.6 Severability and waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in effect. A failure or delay in enforcing any provision is not a waiver.

24.7 Export and sanctions. Each party will comply with export control and economic sanctions laws applicable to its use or provision of the Service.

24.8 Electronic acceptance and language. These Terms may be accepted electronically, and electronic records of acceptance are admissible as evidence. The parties have requested that these Terms and all related documents be drawn up in English. Les parties ont exigé que la présente convention et tous les documents connexes soient rédigés en anglais.

24.9 Interpretation. Headings are for convenience only. “Including” means “including without limitation”.

25. Contact

Questions about these Terms can be sent to LamWorks at contact@bordershub.com.