Terms of Service

These Terms of Service (these "Terms") constitute a legally binding agreement between CargoLint Inc. ("CargoLint", "we", "us", or "our"), a corporation incorporated under the laws of Canada with its principal place of business in 895 Don Mills Rd, Two Morneau Shepell Centre, Suite 900, Toronto ON M3C 1W3, Canada, and the individual or entity registering for or using the CargoLint platform ("you", "your", or "User").

IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF AN ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE THE SERVICES.

By clicking "I Agree", creating an account, or otherwise accessing or using the Services, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

1. Definitions

Capitalized terms used in these Terms have the following meanings:

"Account" means the registered account created by a User to access and use the Services.

"API" means the application programming interface made available by CargoLint that allows programmatic access to certain Services.

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including Documents, business data, and Output.

"Documents" means the trade documents and files uploaded by a User to the Platform for processing, including commercial invoices, bills of lading, certificates of origin, packing lists, customs entry declarations, phytosanitary certificates, and letters of credit.

"Effective Date" means the date on which you first accept these Terms by creating an Account or accessing the Services.

"Starter Plan" means the no-cost subscription plan that provides access to a limited set of Services subject to the usage limits described in Section 5.

"Output" means the AI-generated results produced by the Platform in response to processing a Document, including compliance flags, field-level analysis, confidence scores, HS code recommendations, duty and tax calculations, and suggested corrections.

"Platform" means CargoLint's web-based application and API, and all related software, tools, documentation, and content made available by CargoLint.

"Services" means all features, functionality, and services made available through the Platform, as described in Section 3.

"Subscription" means a paid plan (monthly or annual) providing access to the Services beyond the Starter Plan limits.

"User Content" means all Documents, data, and other materials submitted by a User to the Platform.

"User" means any individual or entity that registers for or uses the Platform, including Starter Plan users, Subscription users, and API users.

2. Acceptance and Modification of Terms

2.1 Acceptance. Your access to and use of the Services is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who access or use the Services.

2.2 Modifications. CargoLint reserves the right to modify these Terms at any time. If we make material changes, we will provide notice by: (a) posting the revised Terms on the Platform and updating the Effective Date; and (b) sending an email notification to the address associated with your Account at least thirty (30) days prior to the changes taking effect. Your continued use of the Services after the revised Terms become effective constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must discontinue use of the Services before the effective date of the changes.

3. Description of Services

3.1 Overview. CargoLint provides an AI-powered software-as-a-service platform that analyzes international trade documents for potential compliance issues. The Services are designed to assist trade professionals in identifying document errors, inconsistencies, and areas of potential non-compliance.

3.2 Core Features. The Services include, without limitation:

• Document ingestion and processing of PDF and image files (JPEG, JPG, PNG, TIFF);
• Field-level compliance analysis of commercial invoices, bills of lading, certificates of origin, and packing lists;
• Cross-document consistency checks across documents grouped into a shipment, comparing fields such as parties, quantities, values, dates, and container details;
• AI-generated compliance flags, warnings, and recommendations displayed for User review and approval;
• Confidence scoring on a field-by-field and document-wide basis (as further described in Section 7);
• Informational HS (Harmonized System) code recommendations based on line-item product descriptions;
• Indicative tax compliance findings, including Incoterm-based tax liability flags and VAT/GST presence and rate checks, based on origin, destination, and tax data contained in the Document;
• Document correction and regeneration functionality, whereby a User may review, edit, approve, or reject suggested corrections and generate a revised document; and
• API access to the Services for integration with third-party systems (subject to Section 13).

3.3 Advisory Nature. All Output is advisory and informational in nature only. The Services are not a substitute for the judgment of a licensed customs broker, trade lawyer, tax professional, or other qualified professional. See Section 7 for important disclaimers regarding Output.

3.4 Changes to Services. CargoLint reserves the right to modify, update, suspend, or discontinue any feature or aspect of the Services at any time. CargoLint will endeavour to provide reasonable advance notice of material changes.

3.5 Geographic Availability. The Platform is available globally. CargoLint makes no representation that the Services are appropriate or compliant with the laws of any particular jurisdiction. It is your responsibility to ensure that your use of the Services is lawful in your jurisdiction.

4. Account Registration and Access

4.1 Registration. To access the Services, you must create an Account by providing your first and last name, organizational name, and a valid email address. You represent and warrant that all information provided during registration is accurate, current, and complete, and you agree to keep this information updated.

4.2 Eligibility. You must be at least eighteen (18) years of age and have the legal capacity to enter into a binding contract. By creating an Account, you represent that you meet these requirements. If you are registering on behalf of an organization, you represent that you are authorized to bind that organization to these Terms.

4.3 Enterprise Accounts. Users registering for the Enterprise plan are required to provide a valid organizational email address.

4.4 Account Security. You are solely responsible for: maintaining the confidentiality of your Account credentials; all activities that occur under your Account; and promptly notifying CargoLint of any unauthorized use of your Account or security breach at support@cargolint.com. CargoLint will not be liable for any loss or damage arising from your failure to maintain the security of your Account credentials.

4.5 One Account Per User. Each Account is for use by a single individual. You may not share Account credentials with others or allow multiple individuals to access the Platform through a single Account, unless expressly permitted under your Subscription plan.

5. Subscription Plans, Fees, and Payment

5.1 Plan Options. CargoLint offers the following access tiers:

• Starter Plan: No-cost access with a limit of ten (10) Documents processed per calendar month, subject to feature restrictions as published on the CargoLint website.
• Professional Trial: New users may access all Professional plan features for fourteen (14) days at no charge. At the end of the trial period, the Account automatically reverts to the Starter Plan unless the User subscribes to a paid plan.
• Paid Subscriptions: Monthly or annual paid plans providing enhanced document processing limits, full feature access, and reduced per-document overage rates, as set out in CargoLint's then-current pricing schedule.

5.2 Overage Charges. If you exceed the document processing limit applicable to your plan and your plan allows overage fees, in any billing period, you will be charged per-Document overage fees at the then-published rate. Overage charges will be automatically applied to your payment method on file.

5.3 Payment. By providing payment information, you authorize CargoLint (or its payment processor) to charge your payment method for all applicable fees. All fees are in Canadian dollars unless otherwise specified. CargoLint does not store payment card information on its servers.

5.4 Billing Cycle. Subscription fees are billed in advance on a monthly or annual basis, depending on the billing cycle selected. Annual Subscriptions are billed in full at the start of each annual period.

5.5 Fee Changes. CargoLint reserves the right to change its fees at any time with at least thirty (30) days' prior written notice. Continued use after a fee change takes effect constitutes acceptance of the new fees.

5.6 Refunds. All fees are non-refundable except as expressly required by applicable law. Upon cancellation, paid access continues until the end of the current billing period, after which the Account reverts to the Starter Plan.

5.7 Taxes. All fees are exclusive of applicable taxes. You are responsible for all taxes, duties, or levies imposed by applicable law on amounts payable under these Terms, other than taxes on CargoLint's net income.

6. Acceptable Use

6.1 Permitted Use. You may access and use the Services solely for your internal business purposes, subject to these Terms and all applicable laws.

6.2 Prohibited Conduct. You agree not to:

• use the Services for any unlawful purpose or in violation of any applicable law or regulation;
• upload or submit Documents containing malicious code, viruses, or other harmful components;
• attempt to gain unauthorized access to any part of the Platform or its related systems;
• circumvent, disable, or interfere with security-related features of the Platform;
• reverse engineer, decompile, or attempt to derive the source code of the Platform or any underlying AI models;
• use automated means (other than CargoLint's official API) to access or use the Services;
• resell, sublicense, or commercialize access to the Services without CargoLint's prior written consent;
• use the Services in connection with any transaction involving sanctioned parties, restricted goods, or activities prohibited under applicable export control or sanctions laws;
• submit Documents that you do not have the legal right to upload or that contain third-party information you are not authorized to share; or
• use Output as a final compliance determination or in substitution for licensed professional advice.

6.3 Sanctions and Export Controls. The Services may not be used to facilitate transactions involving entities or individuals on applicable sanctions lists (including the Consolidated Canadian Autonomous Sanctions List and the US OFAC SDN List), or goods subject to export controls where the required authorizations have not been obtained. CargoLint expressly disclaims any obligation to screen Documents for sanctions compliance; such screening remains the sole responsibility of the User.

7. AI-Generated Outputs: Nature, Limitations, and Disclaimers

PLEASE READ THIS SECTION CAREFULLY. IT CONTAINS IMPORTANT LIMITATIONS ON THE NATURE OF CARGOLINT'S SERVICES.

7.1 Advisory Nature of Output. ALL OUTPUT GENERATED BY THE PLATFORM IS ADVISORY AND INFORMATIONAL IN NATURE ONLY. Output does not constitute, and must not be construed as: legal advice; tax advice; customs or trade compliance advice; the practice of customs brokerage or any other regulated professional service; or a final determination of compliance with any applicable law, regulation, tariff, or customs requirement. CargoLint is not a licensed customs broker, legal advisor, or tax advisor. Use of the Services does not create a solicitor-client, broker-client, or any other professional relationship between you and CargoLint.

7.2 HS Code Recommendations. Any Harmonized System (HS) code recommendations provided by the Platform are generated by AI based on product descriptions in your Documents and are informational only. HS code classification is a regulated and jurisdiction-specific function requiring professional judgment. You must independently verify any HS code recommendation with a licensed customs broker or qualified trade professional before using it in any regulatory filing or customs entry. CargoLint is not liable for any customs penalties, duty assessments, or regulatory consequences arising from reliance on HS code recommendations.

7.3 Tax Compliance Findings. Tax-related Output, including tax liability flags and VAT/GST presence and rate checks, is indicative only and is generated from the Incoterms, origin and destination countries, and tax fields found in your Documents. The Platform does not calculate, assess, or estimate duty or tax amounts. Findings are not official assessments and may not reflect actual duties or taxes imposed by any customs authority. You must verify all tax matters with the relevant authority or a qualified professional before relying on them.

7.4 Confidence Scoring. The Platform assigns confidence scores to fields and Documents as follows: below 70% (error, requiring review); 70-80% (warning, requiring attention); and above 80% (generally acceptable, subject to User review). Confidence scores are probabilistic AI assessments, not guarantees of accuracy or compliance. A high confidence score does not mean a Document is legally compliant. You are responsible for reviewing all Output regardless of confidence score.

7.5 Jurisdictional Variability. Trade compliance requirements, customs rules, and document standards vary across jurisdictions and change frequently. Output may not reflect current regulatory requirements or jurisdiction-specific interpretations. CargoLint does not represent that Output is suitable for use in any particular jurisdiction. You are responsible for independently verifying that Output is appropriate for your regulatory environment.

7.6 Rules Currency. CargoLint endeavours to maintain the accuracy of the compliance rules used by the Platform but makes no representation that Output reflects the most current version of any applicable law or regulation. Regulatory requirements applicable to international trade change frequently.

7.7 User's Verification Obligation. You acknowledge and agree that: you will review all Output carefully before taking any action based on it; you will not submit any regulatory filing, customs entry, or compliance declaration based solely on Output without independent verification by a qualified professional; and the Services are designed to assist your compliance workflows, not to replace them.

7.8 No Guarantee of Customs Clearance. CargoLint makes no representation or warranty that use of the Services or reliance on Output will result in successful customs clearance, acceptance of any regulatory filing, or the avoidance of customs penalties or delays.

8. User Responsibilities and Representations

8.1 Authority to Upload. By uploading a Document, you represent and warrant that: you own the Document or have the legal right and authority to submit it for processing; you are authorized to share the information contained in the Document with CargoLint and its sub-processors; and the submission does not violate any applicable law, confidentiality obligation, or third-party rights.

8.2 Accuracy of Documents. You are solely responsible for the accuracy, completeness, and legitimacy of the Documents you upload. CargoLint is not responsible for errors or compliance issues in your underlying Documents and cannot detect all errors in submitted Documents.

8.3 Not a Substitute for Professional Advice. You acknowledge that the Services are not a substitute for the advice of a licensed customs broker, trade lawyer, tax professional, or other qualified professional, and that you will not use Output in place of such professional advice where such advice is required by law or prudence.

8.4 Compliance with Laws. You are solely responsible for ensuring that your use of the Services, and any action taken in reliance on Output, complies with all applicable laws and regulations.

8.5 Feedback. If you identify an error or inaccuracy in Output, you are encouraged to report it through CargoLint's in-platform feedback mechanism. Submission of feedback grants CargoLint a non-exclusive, royalty-free license to use that feedback to improve the Services, subject to Section 9.

9. Intellectual Property

9.1 CargoLint's Intellectual Property. CargoLint owns all right, title, and interest in and to the Platform, including all underlying software, algorithms, AI models, databases, design elements, and documentation. Nothing in these Terms transfers any ownership rights in the Platform to you. Your right to use the Services is a limited, personal, non-exclusive, non-transferable license solely for the purposes described in these Terms.

9.2 User Content. You retain ownership of all Documents and User Content you upload to the Platform. By uploading Documents, you grant CargoLint a non-exclusive, worldwide, royalty-free license to access, process, store, and use your User Content solely to provide and improve the Services, in accordance with these Terms and the Privacy Policy. This license terminates when you delete your User Content or your Account, subject to Section 14.5.

9.3 Output Ownership. All Output generated by the Platform is owned by CargoLint. CargoLint grants you a non-exclusive, non-transferable license to use Output for your internal business purposes. You may not resell, redistribute, or sublicense Output to third parties without CargoLint's prior written consent. CargoLint reserves the right to use aggregated, de-identified Output and usage data to train, validate, and improve its AI models and Platform functionality.

9.4 Organizational Templates and Model Improvements. As you use the Services, the Platform may generate organization-specific templates and processing patterns derived from your Documents and approved corrections. These templates and model improvements are owned by CargoLint and are used to improve Output accuracy for your organization over time. See Section 11.4.

9.5 Feedback License. You hereby assign to CargoLint all right, title, and interest in any feedback, suggestions, or improvement ideas you provide regarding the Services. CargoLint may use such Feedback for any purpose without restriction or compensation to you.

9.6 Restrictions. You agree not to: copy, modify, or create derivative works of the Platform or any Output beyond the scope of the licenses in these Terms; remove or alter any proprietary notices on the Platform; or use CargoLint's name, logos, or trademarks without CargoLint's prior written consent.

10. Confidentiality

10.1 Obligations. Each party agrees to hold the other's Confidential Information in strict confidence and to use it only for the purposes contemplated by these Terms, applying at least the same degree of care used to protect its own Confidential Information, but in no event less than reasonable care.

10.2 CargoLint's Obligations. CargoLint will treat your Documents and User Content as Confidential Information and will not disclose them to third parties except: to CargoLint's sub-processors as necessary to provide the Services, subject to appropriate confidentiality and data protection obligations; as required by applicable law, regulation, or court order (with prompt written notice to you where permitted); or with your prior written consent.

10.3 Exclusions. The obligations in Section 10.1 do not apply to information that: is or becomes publicly available through no fault of the receiving party; was known to the receiving party before disclosure without restriction; is independently developed by the receiving party without use of Confidential Information; or is rightfully received from a third party without restriction on disclosure.

10.4 Return or Destruction. Upon request following termination, each party will promptly return or destroy the other's Confidential Information, subject to applicable legal retention obligations.

11. Data Processing and Privacy

11.1 Privacy Policy. CargoLint's collection, use, and disclosure of personal information in connection with the Services is governed by CargoLint's Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to CargoLint's data practices as described in the Privacy Policy.

11.2 Data Storage and Cross-Border Transfer. Your Documents and associated data are stored on cloud infrastructure operated by Microsoft Azure in the United States (East US regions). By using the Services, you acknowledge and consent to the transfer, storage, and processing of your data, including personal information contained in Documents, in the United States. Users in Canada should be aware that data transferred to the United States may be subject to lawful access by US government authorities. Users in the European Union should be aware that such transfers may not be subject to the same level of data protection as provided under EU law.

11.3 Sub-Processors. CargoLint uses the following third-party sub-processors that may access your data: Microsoft Azure; OpenAI (via Microsoft Azure); GitHub; Google Analytics (analytics for CargoLint's public marketing website only); Stripe; SendGrid; Google (OAuth single sign-on); and Microsoft (OAuth single sign-on). CargoLint enters into data processing terms with each sub-processor. An updated sub-processor list is maintained at cargolint.com/subprocessors.

11.4 Data Use for Model Improvement. CargoLint uses corrections approved or submitted by Users, along with document processing patterns, to generate organization-specific document templates and improve the accuracy of the Platform's Output for your organization. This data is used on an organization-by-organization basis and is not shared with other organizations or used to train CargoLint's general AI models. For further details, see the Privacy Policy.

11.5 Data Retention. CargoLint retains Documents and associated processing data for a default period of ten (10) years from the date of upload, unless you delete them earlier. Your organization may configure a shorter retention period (between one (1) and ten (10) years), and CargoLint retains and deletes Documents in accordance with your organization's instruction. You may delete individual Documents or request deletion of your Account data at any time through the Platform's account management features. You are responsible for selecting a retention period that satisfies the record-keeping obligations applicable to your business.

12. Service Availability and Support

12.1 Availability. CargoLint will use commercially reasonable efforts to make the Platform available on a continuous basis. CargoLint does not guarantee any specific level of uptime or availability.

12.2 Status Page. CargoLint maintains a public status page at cargolint.com/status reflecting the current operational status of the Platform.

12.3 Maintenance. CargoLint may perform scheduled maintenance that temporarily interrupts access to the Platform. Where practicable, maintenance will be scheduled during off-peak hours with advance notice through the status page.

12.4 No Liability for Downtime. CARGOLINT SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, PENALTY, FINE, SHIPMENT DELAY, CUSTOMS CLEARANCE FAILURE, OR REGULATORY CONSEQUENCE ARISING FROM ANY UNAVAILABILITY OF THE PLATFORM, INCLUDING UNAVAILABILITY OCCURRING DURING TIME-SENSITIVE CUSTOMS FILING DEADLINES. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING ALTERNATIVE MEANS OF MEETING ANY APPLICABLE REGULATORY DEADLINES.

13. API Access

13.1 API License. Subject to these Terms and payment of applicable fees, CargoLint grants you a limited, non-exclusive, non-transferable, revocable license to access and use the CargoLint API solely to integrate the Services into your internal business applications.

13.2 API Use Restrictions. You agree not to: use the API to build a product or service that competes with CargoLint or substantially replicates the functionality of the Platform; share your API credentials with third parties; use the API to white-label or rebrand the Services for resale without CargoLint's prior written consent; or use the API in a manner that exceeds applicable rate limits or places an unreasonable burden on CargoLint's infrastructure.

13.3 Rate Limits. API usage is subject to rate limits as published in CargoLint's API documentation. CargoLint may throttle or suspend API access if usage exceeds applicable limits.

13.4 API Changes. CargoLint reserves the right to modify, deprecate, or discontinue the API at any time, with commercially reasonable advance notice of breaking changes.

14. Term and Termination

14.1 Term. These Terms commence on the Effective Date and continue until terminated in accordance with this Section.

14.2 Termination by User. You may cancel your Subscription and terminate your Account at any time through Account settings or by contacting support@cargolint.com. Upon cancellation, paid access continues until the end of the current billing period, after which the Account reverts to the Starter Plan or is deactivated. No refund will be issued for prepaid amounts except as required by law.

14.3 Termination by CargoLint. CargoLint may suspend or terminate your Account: For cause (including breach of these Terms, non-payment, or violation of applicable law): CargoLint may suspend access immediately and provide written notice. If the breach is capable of remedy, CargoLint will provide fifteen (15) days to remedy the breach before permanent termination. Without cause: CargoLint will provide thirty (30) days' prior written notice.

14.4 Effect of Termination. Upon termination: your license to use the Services terminates immediately; you must cease all use of the Platform and API; and any outstanding fees become immediately due and payable.

14.5 Data Export and Deletion. Prior to or upon termination, you may export your data using the Platform's data export functionality. Following termination, CargoLint will delete or anonymize your Documents and personal Account data within ninety (90) days, unless retention is required by applicable law or CargoLint's legitimate legal interests. De-identified and aggregated data derived from your use may be retained indefinitely.

14.6 Survival. Sections 1, 7, 9, 10, 11, 14.4, 14.5, 15, 16, 17, and 18 survive termination of these Terms.

15. Disclaimer of Warranties

15.1 As-Is Basis. THE SERVICES AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CARGOLINT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; AND WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR SUITABILITY OF ANY OUTPUT, INCLUDING HS CODE RECOMMENDATIONS, DUTY AND TAX CALCULATIONS, AND COMPLIANCE FLAGS.

15.2 Trade Compliance. CARGOLINT DOES NOT WARRANT THAT USE OF THE SERVICES OR RELIANCE ON OUTPUT WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE LAW, REGULATION, OR CUSTOMS REQUIREMENT, OR THAT ANY DOCUMENT WILL BE ACCEPTED BY ANY CUSTOMS AUTHORITY OR REGULATORY BODY.

15.3 No Professional Relationship. NOTHING IN THESE TERMS OR IN THE SERVICES CREATES A PROFESSIONAL RELATIONSHIP OF ANY KIND BETWEEN CARGOLINT AND ANY USER.

16. Limitation of Liability

16.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CARGOLINT, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, OR BUSINESS; CUSTOMS PENALTIES, IMPORT DUTIES, OR FINES; SHIPMENT DELAYS OR DETENTION COSTS; LOSS OF GOODWILL; LOSS OF DATA; OR COST OF SUBSTITUTE SERVICES, EVEN IF CARGOLINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2 Aggregate Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CARGOLINT'S TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO CARGOLINT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) ONE HUNDRED US DOLLARS (USD $100.00).

16.3 Exceptions. The limitations in Sections 16.1 and 16.2 do not apply to: liability arising from CargoLint's gross negligence, willful misconduct, or fraud; liability for death or personal injury caused by CargoLint's negligence; or any liability that cannot be excluded or limited by applicable law.

16.4 Basis of Bargain. You acknowledge that CargoLint has set its fees and agreed to provide the Services in reliance on the disclaimers and limitations of liability set out in Sections 15 and 16, which form an essential part of the agreement between you and CargoLint.

17. Indemnification

17.1 User Indemnification. You agree to defend, indemnify, and hold harmless CargoLint and its directors, officers, employees, agents, and successors from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: your use of the Services in violation of these Terms; your breach of any representation or warranty in these Terms; your violation of any applicable law or regulation; your upload of Documents that you did not have the legal right to submit; or any claim by a third party relating to the content of your Documents.

17.2 CargoLint Indemnification. CargoLint agrees to defend, indemnify, and hold harmless you from and against any third-party claim that the Platform (excluding User Content and Output), as provided by CargoLint and used in accordance with these Terms, infringes any Canadian or US patent, copyright, trademark, or trade secret. This indemnification does not apply if the alleged infringement results from: (a) your modification of the Platform; (b) your combination of the Platform with third-party products; or (c) your use of the Platform other than in accordance with these Terms.

17.3 Procedure. The indemnified party will: (a) promptly notify the indemnifying party in writing of the claim; (b) give the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party will not settle any claim in a manner that imposes liability on the indemnified party without prior written consent.

18. Dispute Resolution and Governing Law

18.1 Governing Law. These Terms and all matters arising out of or relating to them 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.

18.2 Informal Resolution. Before initiating any formal dispute resolution proceedings, the parties will attempt to resolve any dispute informally. Either party may initiate informal resolution by providing written notice describing the dispute. The parties will have thirty (30) days from receipt of such notice to resolve the dispute before either party may initiate formal proceedings.

18.3 Jurisdiction. Subject to Section 18.2, each party irrevocably submits to the exclusive jurisdiction of the courts of the Province of Ontario for resolution of any dispute. Each party waives any objection to venue in such courts.

18.4 International Users. If you access the Services from outside Canada, you do so at your own initiative and are responsible for compliance with local laws. Ontario law governs your relationship with CargoLint.

19. General Provisions

19.1 Entire Agreement. These Terms, together with the Privacy Policy and any other policies incorporated by reference, constitute the entire agreement between you and CargoLint with respect to the Services and supersede all prior agreements and understandings.

19.2 Severability. If any provision of these Terms is found to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

19.3 Waiver. No failure or delay by CargoLint in exercising any right will constitute a waiver of that right.

19.4 Assignment. You may not assign these Terms without CargoLint's prior written consent. CargoLint may assign these Terms without your consent in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void.

19.5 Notices. All legal notices must be in writing. Notices to CargoLint must be sent to legal@cargolint.com. Notices to you will be sent to the email address associated with your Account.

19.6 Force Majeure. CargoLint will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, war, pandemic, governmental actions, or failures of third-party infrastructure.

19.7 Language. The parties have agreed that these Terms and all related documents be drafted in English. Les parties ont convenu que les presentes conditions et tous les documents connexes soient rediges en anglais.

19.8 No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties hereto and do not create any rights in any third party.

19.9 Electronic Agreement. Your electronic acceptance of these Terms (including by clicking "I Agree" or creating an Account) is valid and binding to the same extent as a physical signature.

19.10 Contact. Questions about these Terms may be directed to:

CargoLint Inc.
Email: legal@cargolint.com
Address: 895 Don Mills Rd, Two Morneau Shepell Centre, Suite 900, Toronto ON M3C 1W3, Canada
Website: www.cargolint.com