These Terms and Conditions ("Terms") govern the access to and use of software services (the "Services" as further defined below) provided by Borderline Genius Inc. ("BGI"), incorporated under the Canada Business Corporations Act. The Terms constitute a legal agreement and are entered into by and between the customer identified on the Order Document ("Customer") and BGI, and include all terms and conditions set out in the applicable Order Document.
By accessing or using the Services or accepting the Order Document, the Customer accepts and agrees to be bound and comply with the Terms. If the Customer does not agree to these Terms, they must not enter into any Order Document and discontinue use of the Services immediately.
means all Intellectual Property Rights owned or licensed by a party (a) before the effective date of these Terms or (b) independent of the Services.
means (a) BGI Background IP; (b) the Services; (c) all Intellectual Property and know-how applicable to BGI products and services; and (d) tools, code, algorithms, content, modules, materials, documentation, reports, and technology developed in connection with the Services, including derivatives of and improvements to BGI's Background IP.
means information that one party or its affiliates ("Disclosing Party") discloses to the other party ("Recipient") under the Terms, and that is marked as confidential or would normally be considered confidential information under the circumstances.
refers to any data, materials, and content Customer uploads or submits to the Services.
means the software products, tools, and solutions provided by BGI to support global trade operations as identified in the Order Document, including updates and related documentation.
Customer may access and use the Services as made available by BGI solely for their internal business operations.
The Customer shall not:
The Customer is solely responsible for:
The Customer shall immediately notify BGI of any unauthorized access or use of their account or the Services.
The Customer retains all rights, title, and interest in and to the Customer Data. BGI does not claim ownership of Customer Data.
The Customer grants BGI and its affiliates a non-exclusive, royalty-free, irrevocable, worldwide license to Process Customer Data solely:
BGI agrees to Process Customer Data in accordance with applicable Canadian data privacy laws and, where applicable, any additional international data privacy regulations required for the processing activities carried out by its affiliated entities.
BGI retains all rights, title, and interest in the Services and all other BGI Technology. The Customer understands and agrees that the Services and its entire contents, features, functionality, including but not limited to, all information, software, code, data text, displays, graphics, photographs, and images are owned by BGI and are protected in all forms by applicable Intellectual Property laws.
Customer owns all rights, title, and interest in Customer's Background IP. Customer grants BGI a license to use Customer's Background IP to perform the Services. The Customer retains ownership of Customer Data.
BGI's aggregate total liability related to the Services or these Terms will not exceed the total fees actually paid by the Customer in the twelve (12) months preceding the first event giving rise to any claim.
BGI will not be liable for any indirect, incidental, special, punitive or consequential damages, or for any lost revenues, profits, savings, data, use, or goodwill, regardless of the theory of liability.
Customer's use of the Services is at Customer's sole risk. BGI does not make any warranty, condition, or term of any kind, whether express, implied, statutory or otherwise, and BGI specifically disclaims all statutory or implied warranties, conditions, and other terms.
These Terms shall commence on the earlier of Customer's first use of the Services or the execution of the Order Document and remain in effect for the duration outlined in the Order Document unless terminated earlier in accordance with these Terms ("Term").
Either party may terminate these Terms if the other party (a) is in material breach of the Terms and fails to cure that breach within 30 days after receipt of written notice, or such material breach is incapable of cure, (b) ceases its business operations, or (c) becomes subject to insolvency proceedings and such proceedings are not dismissed within 90 days.
These Terms will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.
Any disputes will be resolved exclusively in the courts located in Toronto, Ontario.
For questions about these Terms and Conditions, please contact us at:
These Terms and Conditions are effective as of the date stated above and will remain in effect except with respect to any changes in its provisions in the future.