Terms of Service
Effective Date: 2026-08-31 Last Updated: 2026-08-31
These Terms of Service (the "Terms") form a binding agreement between BidSafe, operated by Xavier Bourgeois, an unincorporated business carried on by an individual, with its principal place of business in New Brunswick, Canada ("BidSafe", "we", "us", "our"), and the business entity that subscribes to or uses the Service ("Customer", "you", "your").
BidSafe is a business-to-business service. It is offered solely to businesses, corporations, partnerships, sole proprietorships and other organizations acting in a commercial capacity, and is not offered to individuals acting for personal, family or household purposes.
1. Acceptance of These Terms
1.1 By creating an account, clicking "I agree", submitting payment, uploading a document, or otherwise accessing or using the Service, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated into these Terms by reference.
1.2 Authority. The individual accepting these Terms represents and warrants that they are at least the age of majority in their jurisdiction and are authorized to bind the Customer entity. If you do not have that authority, or you do not agree to these Terms, do not access or use the Service.
1.3 Order of precedence. If you and BidSafe have signed a separate written master services agreement, order form or enterprise agreement covering the Service, that document governs to the extent of any conflict with these Terms.
2. Description of the Service
2.1 What the Service does. BidSafe is a software-as-a-service platform that accepts government and public-sector Request for Proposal ("RFP"), Request for Quotation, tender and related solicitation documents that you upload, applies a deterministic, rules-based analysis engine (the "Blue Engine") to the text extracted from those documents, and returns a structured analysis report.
2.2 What the report contains. A report may include, without limitation: a document type classification; extracted candidate mandatory requirements, disqualifiers, eligibility gates and evaluation criteria, each with the clause text and the page it was extracted from; extracted dates and metadata (such as issuing authority, location and industry); counts of what was found; and a plain-language description of those findings.
The report does not state whether you should bid, and does not present a risk score. The Service's programmatic interface additionally returns an internal engine code (BID, PROCEED_WITH_CAUTION, DO_NOT_BID) and internal numeric risk values. These are engine state exposed for traceability and support; they are not presented to you as advice, are not a recommendation, and must not be relied on as one.
2.3 Deterministic engine. The extraction and classification, and the internal engine code and risk values described in Section 2.2, are produced by a rules-based engine operating on configured keyword, heading and threshold rules. Large language models are not used to determine, alter or override the extraction, the classification, the internal engine code or the internal risk values. Where an optional readability feature is enabled, a third-party language model may be used to rewrite the human-readable summary text only, or to assist with optical character recognition (OCR) cleanup of extracted text; that processing is described in our Privacy Policy.
2.4 Extraction is imperfect. The Service depends on machine text extraction from PDF files, including OCR fallback for scanned documents. Text extraction, keyword matching and classification are inherently imperfect. Documents that are scanned, image-only, poorly formatted, encrypted, corrupted, in mixed languages, or that use unusual drafting conventions may yield incomplete, partial or inaccurate extraction, and in some cases the Service will decline to produce a substantive recommendation.
2.5 Changes to the Service. We may modify, add to, or discontinue features of the Service. We will not make a change that materially degrades the core functionality of a paid subscription during a period you have already paid for without giving you notice and, at your election, a pro-rated refund of the unused portion of that period.
2.6 Beta and evaluation features. Features identified as beta, preview, early access, trial or experimental are provided for evaluation only, may be changed or withdrawn at any time, are excluded from any service commitment, and are provided strictly "as is" without any warranty or indemnity.
3. ★ CRITICAL — Decision-Support Only; Not Advice; You Remain Responsible
This Section 3 is fundamental to these Terms. The pricing of the Service reflects the allocation of risk in this Section. Please read it carefully.
3.1 Informational and decision-support only. The Service, including every recommendation, score, flag, extracted requirement, deadline, summary and report it produces (collectively, the "Output"), is provided for general informational and decision-support purposes only. The Output is a machine-generated aid to your own review of a solicitation document. It is not a substitute for reading the solicitation document in full, for your own professional judgment, or for advice from a qualified professional.
3.2 Not legal, financial, professional or procurement advice. BidSafe is not a law firm, accounting firm, engineering firm, insurance broker, surety, or licensed professional advisory service, and no lawyer-client, accountant-client, or other professional or fiduciary relationship is created by your use of the Service. The Output does not constitute legal advice, financial advice, accounting advice, tax advice, insurance or bonding advice, engineering advice, procurement advice, or any other form of professional advice, and you must not rely on it as such. You should obtain advice from a qualified professional licensed in your jurisdiction before making any decision that carries legal or financial consequences.
3.3 No warranty of accuracy or completeness. We do not warrant that any Output is accurate, current, complete, exhaustive, or free from error or omission. In particular, and without limiting the generality of the foregoing, we do not warrant that the Service will identify every mandatory requirement, every disqualifying condition, every deadline, every certification, bonding, insurance, licensing, security-clearance, prequalification, bilingual, Indigenous-participation, local-content or trade-agreement obligation, or every risk contained in a solicitation document; nor that any requirement it does identify is correctly characterized. The Service does not tell you whether to bid. The internal engine codes described in Section 2.2 are not recommendations: a BID code is not an assurance that a solicitation is suitable, compliant, winnable or profitable for you, and a DO_NOT_BID code is not an assurance that a solicitation is unsuitable.
3.4 You are solely responsible for your bid decisions. You retain sole and exclusive responsibility for every decision you make about whether to pursue, prepare, price, submit, decline or withdraw from any solicitation, and for the content, accuracy, compliance, completeness and timeliness of every bid, proposal, tender or submission you make. You are solely responsible for independently verifying every requirement, deadline, addendum, amendment, form, certification and condition directly against the authoritative solicitation document and with the issuing procurement authority. Where the Output conflicts with the solicitation document or with a direction from the issuing authority, the solicitation document and the issuing authority govern absolutely.
3.5 Not a monitoring, filing, calendaring or submission service. The Service does not submit bids on your behalf, does not communicate with any procurement authority on your behalf, does not monitor for addenda, amendments, clarifications, question-period deadlines or closing-time changes, and does not remind you of deadlines. Nothing in the Service creates any obligation on us to notify you of anything.
3.6 No responsibility for your outcomes. We are not responsible for, and expressly disclaim any liability arising from, any bid that is rejected, disqualified, found non-compliant, filed late, filed incorrectly, withdrawn, or not pursued; any contract not awarded; any bid preparation cost, bid-security cost, bonding cost, tender-deposit forfeiture, lost profit, lost opportunity, or reputational or standing consequence with any procurement authority; or any dispute, protest, complaint, claim or proceeding arising out of a procurement in which you participated or declined to participate. This allocation reflects the principle that a vendor should not bear responsibility for the customer's own decisions or for third-party systems beyond the vendor's control.
3.7 Acknowledgement. You acknowledge that you have read and understood this Section 3, that you have had the opportunity to obtain independent legal advice concerning it, and that you accept it as a reasonable allocation of risk in light of the fees charged for the Service.
4. Accounts and Registration
4.1 Account creation. You must create an account to use the Service. Account creation and authentication are performed through our identity provider. You agree to provide accurate, current and complete registration information and to keep it updated.
4.2 Credentials and security. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account, whether or not authorized by you. You must notify us at contact@bidsafe.net promptly upon becoming aware of any unauthorized access to or use of your account.
4.3 Authorized users. If your plan permits multiple users, you may permit your employees and contractors ("Authorized Users") to use the Service under your account. You are responsible for each Authorized User's compliance with these Terms, and any act or omission by an Authorized User that would breach these Terms is deemed a breach by you.
4.4 No sharing. Accounts, seats and credentials are for the named Customer and its Authorized Users only. You may not sell, resell, rent, lease, timeshare, or share access to the Service, or use the Service as a service bureau on behalf of unaffiliated third parties, without our prior written consent.
4.5 Suspension. We may suspend an account immediately, with notice where practicable, where we reasonably believe there is a security risk, unlawful activity, a material breach of Section 5, non-payment beyond the cure period in Section 6, or a requirement imposed on us by law.
5. Acceptable Use
5.1 Permitted use. Subject to these Terms and to payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during your subscription term for your own internal business purposes.
5.2 Prohibited conduct. You will not, and will not permit any Authorized User or third party to:
(a) access or attempt to access the Service by any means other than the interfaces we provide, or gain or attempt to gain unauthorized access to the Service, our systems, our networks, or any account, data or content that is not yours;
(b) reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive the source code, object code, algorithms, rule sets, keyword configurations, scoring logic, model weights, or underlying structure of the Service, except to the extent this restriction is expressly prohibited by applicable law;
(c) copy, modify, translate, adapt or create derivative works of the Service, or remove, obscure or alter any proprietary notice;
(d) use the Service to build, train, improve or benchmark a competing or substantially similar product or service, or scrape, extract, harvest or systematically retrieve Output for that purpose;
(e) probe, scan or test the vulnerability of the Service; breach or circumvent any authentication, rate-limiting, quota or security measure; or introduce any virus, worm, malware or other harmful code;
(f) use the Service in a manner that imposes an unreasonable or disproportionate load on our infrastructure, or that interferes with any other customer's use;
(g) upload any content that you do not have the right to upload; that infringes any intellectual property, confidentiality, privacy or contractual right; that is unlawful; or that you are prohibited from disclosing by law, by a security classification, or by a non-disclosure or protective obligation owed to a third party;
(h) upload any personal information beyond what is incidentally contained in a solicitation document; in particular you must not upload health information, financial account information, government-issued identification numbers, biometric data, or information about identifiable individuals that is not necessary for the analysis;
(i) use the Service in violation of any applicable law, including export control, sanctions, anti-spam and privacy legislation, or in violation of any obligation you owe to a procurement authority; or
(j) misrepresent the Output as legal, professional or certified advice, or represent to any third party that a recommendation was reviewed, endorsed or certified by BidSafe or by any licensed professional.
5.3 Classified and restricted material. The Service is not designed, certified or approved for classified, protected, security-cleared, or otherwise restricted government material. You must not upload any document whose handling is subject to a security classification or a government safeguarding requirement.
5.4 Enforcement. We may investigate suspected violations of this Section 5 and may suspend or terminate access, remove content, and cooperate with law enforcement. We have no obligation to monitor content but reserve the right to do so.
6. Subscription, Billing, Taxes and Refunds
6.1 Plans and fees. The Service is offered on a subscription basis. The plan, features, usage limits and price applicable to you are those presented to you at the point of purchase or in your order form. All fees are stated and payable in Canadian dollars unless expressly stated otherwise.
6.2 Payment processing (Stripe). Payments are processed by Stripe. We do not collect, receive or store your full payment card number, card expiry, or card security code; those are collected and processed directly by Stripe under Stripe's own terms and privacy policy. You authorize us and Stripe to charge your designated payment method for all fees due. Stripe affiliates involved in processing may include Stripe Payments Canada, Ltd.
6.3 Automatic renewal. Subscriptions renew automatically at the end of each billing period at the then-current rate for your plan, unless cancelled before the renewal date in accordance with Section 6.6. You authorize recurring charges until you cancel.
6.4 Failed payment. If a charge fails, we may retry it, and we may suspend or downgrade your access if the amount remains unpaid 10 days after we notify you. You remain liable for amounts accrued before suspension.
6.5 Price changes. We may change our prices. A price change applies to you from your next renewal after we give you at least 30 days' notice to your account email. You may cancel before the renewal date if you do not accept the new price.
6.6 Cancellation. You may cancel your subscription at any time through your account settings or by emailing contact@bidsafe.net. Cancellation takes effect at the end of the then-current billing period. You retain access until the end of that period, and you will not be charged for subsequent periods.
6.7 Refunds. You may cancel at any time under Section 6.6, effective at the end of the then-current billing period. There are no partial refunds for unused analyses, unused time, or periods during which you did not use the Service — except that if you are a first-time subscriber and you notify us at contact@bidsafe.net within 14 days of your initial paid charge, we will refund that initial charge in full. Thereafter, and for all renewals, fees are non-refundable except where a refund is required by applicable law or where we discontinue a paid feature under Section 2.5.
6.8 Taxes. Fees are exclusive of applicable sales, goods and services, harmonized sales, use, value-added and similar taxes, which will be added where required. You are responsible for all such taxes other than taxes on our net income. If you are exempt, you must provide valid documentation before the charge.
6.9 Invoices and disputes. You must notify us in writing of any billing dispute within 60 days of the charge, failing which the charge is deemed accepted. We will work with you in good faith to resolve disputed amounts; undisputed amounts remain payable.
7. Intellectual Property
7.1 BidSafe owns the Service. As between the parties, BidSafe and its licensors own and retain all right, title and interest in and to the Service, including the Blue Engine, its rules, rule configurations, keyword sets, scoring and classification logic, source code, object code, APIs, databases, user interfaces, designs, documentation, and all trademarks, trade names, logos and other branding, together with all intellectual property rights in the foregoing (our "Background IPR"). No rights are granted to you except the limited access right expressly stated in Section 5.1. All rights not expressly granted are reserved.
7.2 You own your documents. As between the parties, you own and retain all right, title and interest in and to the documents, files and other materials you upload to the Service and any intellectual property rights in them (your "Customer Content"), including uploaded RFP, tender and solicitation documents and any of your own materials contained in them. Uploading Customer Content transfers no ownership to us.
7.3 Your rights in the Output. Subject to your payment of applicable fees and to Section 7.1, we grant you a non-exclusive, royalty-free, worldwide licence to use, reproduce and internally distribute the Output generated from your Customer Content for your own internal business purposes, including preparing bids and briefing your personnel. You may not resell the Output as a standalone product or publish it as a competing dataset.
7.4 Third-party rights in documents. Government solicitation documents and their contents may be subject to Crown copyright, procurement terms, or third-party rights. You are responsible for ensuring you have the right to upload each document, and nothing in these Terms grants you any right in a third party's document beyond what you already hold.
7.5 Feedback. If you send us suggestions, feature requests, bug reports or other feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use it without restriction or obligation to you. We will not identify you as the source without your consent.
7.6 Trademarks. You may not use our name, logo or trademarks without our prior written consent, except to identify yourself factually as a customer.
8. Licence to Customer Content — Limited to Providing the Service
8.1 Scope of the licence. You grant BidSafe a limited, non-exclusive, worldwide, royalty-free licence to host, store, transmit, process, extract text from, index, analyze, reformat and display your Customer Content solely and exclusively for the purpose of providing, maintaining, securing and supporting the Service for you, and for no other purpose. This licence includes the right to permit our sub-processors listed in the Privacy Policy to process Customer Content strictly in that same limited capacity and under written confidentiality and security obligations. The licence terminates when the Customer Content is deleted in accordance with the Privacy Policy, except for the limited residual retention described there.
8.2 What we will not do. We will not sell, rent, license or trade your Customer Content. We will not use your Customer Content, or the specific contents of your uploaded documents, to train, fine-tune or improve any machine-learning model of ours or of any third party. We will not disclose your Customer Content to any third party except (i) to sub-processors as described in Section 8.1 and in the Privacy Policy, (ii) at your direction, or (iii) where required by law, in which case we will give you notice unless legally prohibited.
8.3 Aggregated and de-identified data. We may generate and use aggregated, statistical and de-identified information derived from operation of the Service (for example: counts of documents processed, extraction success rates, recommendation distributions, engine accuracy metrics) to operate, secure, benchmark and improve the Service and to produce general reporting. Such information will not identify you, any Authorized User, any individual, or any specific solicitation, and will not contain or permit reconstruction of your Customer Content.
8.4 Your warranties regarding Customer Content. You represent and warrant that you have all rights, consents and authority necessary to upload each item of Customer Content and to grant the licence in Section 8.1; that the Customer Content does not infringe or misappropriate any third-party right; and that its upload does not breach any confidentiality, non-disclosure, security or protective obligation you owe to any person, including any procurement authority.
8.5 Backups are your responsibility. You are responsible for maintaining your own copies of your Customer Content. We are not a document repository, an archive, or a system of record, and we do not warrant against loss of Customer Content.
9. Confidentiality
9.1 Each party may receive non-public information of the other that is designated confidential or that would reasonably be understood to be confidential ("Confidential Information"). Your Customer Content is your Confidential Information. The Service's non-public technical, security and pricing information is our Confidential Information.
9.2 The receiving party will use the other's Confidential Information only as necessary to perform under these Terms, will protect it with at least the degree of care it uses for its own confidential information and no less than reasonable care, and will disclose it only to personnel and sub-processors with a need to know who are bound by confidentiality obligations.
9.3 Confidential Information does not include information that is or becomes public through no fault of the receiving party, was rightfully known without restriction before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.
9.4 A party compelled by law to disclose Confidential Information may do so, provided it gives prompt notice where legally permitted and reasonably cooperates in any effort to limit the disclosure.
10. Warranty Disclaimer — Service Provided "AS IS"
10.1 Limited operational commitment. We warrant only that we will provide the Service in a manner consistent with generally accepted industry standards, and that we will not materially decrease the security protections described in the Privacy Policy during your subscription term. Your exclusive remedy for breach of this warranty is for us to use commercially reasonable efforts to correct the non-conformity or, if we cannot do so within a reasonable time, for you to terminate and receive a pro-rated refund of prepaid unused fees.
10.2 All other warranties disclaimed. EXCEPT AS EXPRESSLY STATED IN SECTION 10.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL. We specifically disclaim all implied warranties and conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, non-infringement, accuracy, completeness, quiet enjoyment, and any warranty arising from course of dealing, usage or trade practice.
10.3 Specific disclaimers. Without limiting Section 10.2, we do not warrant that: the Service will be uninterrupted, timely, secure or error-free; defects will be corrected; the Service or the servers that make it available are free of harmful components; text extraction or OCR will succeed on any given document; any Output will be accurate, complete, current or suitable for any purpose; or the Service will meet your requirements or produce any particular business result.
10.4 Third-party services. The Service depends on third-party infrastructure, hosting, identity, payment and, where enabled, language-model providers. We are not responsible for the acts, omissions, availability, performance, security or content of any third-party service, and their unavailability is not a breach of these Terms.
10.5 Statutory rights. Some jurisdictions do not permit the exclusion of certain warranties or conditions. To the extent any such warranty or condition cannot lawfully be excluded, it is limited in duration to 90 days from first delivery of the Service and, to the extent permitted, our liability for its breach is limited as set out in Section 11. Nothing in these Terms excludes or limits any right that cannot lawfully be excluded or limited.
11. Limitation of Liability
This Section 11 applies to the maximum extent permitted by applicable law, applies to all claims whether in contract, tort (including negligence), breach of statutory duty, strict liability, misrepresentation or otherwise, and survives termination.
11.1 Excluded categories of damages. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR AGGRAVATED DAMAGES, OR FOR ANY LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL OR REPUTATION, LOSS OF OPPORTUNITY, LOSS OF CONTRACT, LOSS OF OR CORRUPTION OF DATA, OR COST OF SUBSTITUTE SERVICES, WHETHER OR NOT FORESEEABLE AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 Aggregate cap on direct damages. SUBJECT TO SECTION 11.4, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, FOR ALL CLAIMS IN THE AGGREGATE, WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID OR PAYABLE BY YOU TO BIDSAFE FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM.
11.2a Reliance on Output. For certainty, the cap in Section 11.2 and the exclusions in Section 11.1 apply to any claim arising out of or relating to your reliance on any Output — including a recommendation, a requirement extracted or not extracted, a disqualifier identified or missed, a date, a completeness classification, or the absence of any finding — and to any bid, no-bid, pursuit, pricing or compliance decision you make in reliance on it. This is consistent with Sections 3.3 and 3.4: the Output is decision support, and the decision remains yours.
11.3 Free, trial and beta use. Where you have paid no fees — including free tiers, trials, evaluations and beta features — our total aggregate liability will not exceed one hundred Canadian dollars (CAD $100).
11.4 Exceptions to the cap and exclusions. The limitations in Sections 11.1 and 11.2 do not apply to, and nothing in these Terms limits or excludes:
(a) either party's liability for gross negligence, wilful misconduct, or fraud or fraudulent misrepresentation;
(b) either party's liability for death or personal injury caused by its negligence;
(c) BidSafe's liability arising from a breach of its security or confidentiality obligations resulting in unauthorized access to, or disclosure of, Customer Content or personal information (a "Data Breach");
(d) either party's indemnification obligations under Section 12, including in respect of intellectual property infringement;
(e) your obligation to pay fees properly due; or
(f) any liability that cannot lawfully be excluded or limited under applicable law.
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11.5 Enterprise negotiation. Enterprise customers may negotiate a higher aggregate cap (for example, a fixed amount such as CAD $500,000 or CAD $1,000,000) in a signed order form or master agreement, in which case that negotiated cap replaces Section 11.2 for that customer.
11.6 Basis of the bargain and proportionality. You acknowledge that the fees for the Service reflect this allocation of risk, that our exposure is intentionally kept proportionate to the fees you pay, and that we would not provide the Service on these commercial terms without Sections 3, 10 and 11. The limitations apply even if a limited remedy fails of its essential purpose.
11.7 Bid decisions. For certainty and without limiting Section 3, we have no liability whatsoever for any decision you make to bid or not to bid, for the content or compliance of any submission you make, or for any procurement outcome.
11.8 Statutory limits. Some jurisdictions do not allow the exclusion or limitation of certain damages, and Canadian courts may decline to enforce a limitation of liability that is unconscionable or contrary to public policy. Where a provision of this Section 11 is held unenforceable, it will be limited or severed to the minimum extent necessary and the remainder of this Section 11 will remain in effect.
11.9 Insurance. Any insurance carried by either party, including cyber liability or errors-and-omissions coverage, is for that party's own benefit and does not expand, waive or otherwise affect the limitations in this Section 11.
11.10 Limitation period. Except for claims for non-payment, neither party may bring a claim arising out of these Terms more than two (2) years after the claiming party first knew or ought reasonably to have known of the facts giving rise to the claim, to the extent such a limitation is permitted by applicable law.
12. Indemnification
12.1 Your indemnity. You will defend, indemnify and hold harmless BidSafe and its officers, directors, employees, contractors and agents from and against any third-party claim, demand, action, suit or proceeding, and any resulting damages, liabilities, settlements, fines, penalties and reasonable legal fees and costs, arising out of or relating to: (a) your Customer Content, including any allegation that it infringes or misappropriates a third-party right or was uploaded in breach of a confidentiality, non-disclosure or security obligation; (b) your breach of Section 5 (Acceptable Use) or Section 8.4; (c) your use of the Output, including any bid, proposal or submission you made or declined to make; (d) any procurement protest, complaint, dispute or proceeding involving you; or (e) your violation of applicable law.
12.2 Our IP indemnity. We will defend you against any third-party claim that the Service, as provided by us and used in accordance with these Terms, directly infringes a Canadian patent, copyright or trademark, and we will pay damages and costs finally awarded against you or agreed in settlement by us. If the Service becomes, or in our reasonable opinion is likely to become, the subject of such a claim, we may at our option and expense procure the right for you to continue using it, modify or replace it so it is non-infringing, or terminate the affected subscription and refund prepaid unused fees.
12.3 Exclusions from our indemnity. Our indemnity does not apply to a claim arising from: your Customer Content; modification of the Service by anyone other than us; combination of the Service with products, data or services not supplied by us where the claim would not have arisen but for the combination; use of the Service in breach of these Terms or after we notified you to stop; or beta, free or trial features.
12.4 Indemnity procedure. The indemnified party will: (a) give the indemnifying party prompt written notice of the claim, provided that a delay relieves the indemnifying party only to the extent it is materially prejudiced; (b) give the indemnifying party sole control of the defence and settlement of the claim; and (c) provide reasonable cooperation and information at the indemnifying party's expense. The indemnified party may participate at its own cost with counsel of its choosing. The indemnifying party may not settle a claim in a way that imposes a non-indemnified liability, an admission of fault, or a non-monetary obligation on the indemnified party without that party's prior written consent, not to be unreasonably withheld.
12.5 Sole remedy. Sections 12.2 to 12.4 state each party's entire liability and the other party's exclusive remedy for third-party intellectual property claims.
13. Term, Suspension and Termination
13.1 Term. These Terms take effect when you first accept them and continue until all subscriptions have expired or been terminated and your account is closed.
13.2 Termination by you. You may terminate at any time by cancelling under Section 6.6 and closing your account. Except as provided in Section 6.7, cancellation does not entitle you to a refund of fees for the current period.
13.3 Termination by us for cause. We may suspend or terminate your access immediately on notice if you materially breach these Terms and, where the breach is capable of cure, fail to cure it within 15 days of our written notice; or immediately and without a cure period for a breach of Section 5.2(a)–(f), Section 5.3, or where required by law.
13.4 Termination for convenience. We may terminate a subscription for convenience on 30 days' written notice, in which case we will refund the pro-rated portion of prepaid fees for the unused remainder of the then-current period.
13.5 Insolvency. Either party may terminate immediately if the other becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver, trustee or liquidator appointed and the appointment is not discharged within 30 days.
13.6 Effect of termination. On termination: your right to access the Service ends immediately; all fees accrued to the effective date become due; and we will handle your Customer Content and personal information in accordance with the Privacy Policy. You are responsible for exporting any Output you wish to retain before your access ends. We will make your data available for export for 30 days after termination on written request, after which we may delete it.
13.7 Survival. Sections 3, 6 (as to accrued amounts), 7, 8.2–8.4, 9, 10, 11, 12, 13.6, 13.7, 15 and 16 survive termination.
14. Changes to These Terms
14.1 We may amend these Terms from time to time. We will post the amended Terms with an updated "Last Updated" date.
14.2 Material changes. For changes that materially affect your rights or obligations, we will give at least 30 days' notice before they take effect, by email to your account address or by prominent in-product notice.
14.3 Your options. Continued use of the Service after the effective date of an amendment constitutes acceptance. If you do not accept a material change, your remedy is to terminate before the effective date under Section 13.2 and receive a pro-rated refund of prepaid fees for the unused remainder of the then-current period.
14.4 We will not apply an amendment retroactively to a dispute that arose before its effective date.
15. Governing Law, Jurisdiction and Dispute Resolution
15.1 Governing law. These Terms, and any dispute, claim or obligation (whether contractual or non-contractual) arising out of or in connection with them or their subject matter, are governed by and construed in accordance with the laws of the Province of New Brunswick and the federal laws of Canada applicable therein, without regard to conflict of laws principles or rules that would result in the application of the law of any other jurisdiction.
15.2 Exclusive jurisdiction. Each party irrevocably submits and attorns to the exclusive jurisdiction of the courts of the Province of New Brunswick, sitting in Moncton, New Brunswick, and the appellate courts therefrom, in respect of any such dispute, and agrees that no other court has concurrent jurisdiction. Each party waives any objection based on venue or forum non conveniens. Nothing in this Section prevents either party from seeking urgent injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
15.3 Escalation before proceedings. Before commencing proceedings (other than for urgent relief or for non-payment), the parties will attempt in good faith to resolve the dispute by escalating it in writing to a senior representative of each party, who will confer within 30 days of the notice.
15.4 UN Convention excluded. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
15.5 Business-to-business. The parties confirm they are each acting in the course of business, that the Service is not a consumer service, and that consumer-protection legislation is not intended to apply. Where a mandatory consumer or statutory protection nonetheless applies to a given customer, that protection prevails over any conflicting provision of these Terms to the extent of the conflict.
16. General
16.1 Entire agreement. These Terms, together with the Privacy Policy and any order form, constitute the entire agreement between the parties concerning the Service and supersede all prior or contemporaneous proposals, representations and understandings, whether oral or written.
16.2 Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be, and the remaining provisions remain in full force.
16.3 No waiver. A failure or delay in exercising a right is not a waiver of it, and a single or partial exercise does not preclude further exercise.
16.4 Assignment. You may not assign these Terms without our prior written consent, except to a successor of all or substantially all of your business or assets that is not our competitor, on written notice. We may assign these Terms in connection with a merger, acquisition, reorganization or sale of assets. Any purported assignment in breach of this Section is void.
16.5 Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, franchise or employment relationship.
16.6 No third-party beneficiaries. Except as expressly stated in Section 12, these Terms confer no rights on any third party.
16.7 Force majeure. Neither party is liable for a failure or delay in performance (other than a payment obligation) caused by an event beyond its reasonable control, including natural disaster, fire, flood, epidemic, war, terrorism, civil disturbance, labour disruption, government action, utility or internet failure, cyberattack, or failure of a third-party infrastructure provider.
16.8 Notices. Notices to you may be given by email to your account address or by in-product notice, and are deemed received on the day sent. Notices to us must be sent to contact@bidsafe.net and, for legal notices, to BidSafe, operated by Xavier Bourgeois, 720 Main Street, Moncton, New Brunswick E1C 1E4, New Brunswick, Canada.
16.9 Language. The parties have requested that these Terms and all related documents be drawn up in English. Les parties ont demandé que la présente convention et tous les documents s'y rattachant soient rédigés en anglais.
16.10 Interpretation. Headings are for convenience only. "Including" means "including without limitation". References to a statute include its regulations and successors.
16.11 Electronic acceptance. The parties consent to contracting electronically. Your electronic acceptance has the same effect as a handwritten signature.
17. Contact
BidSafe, operated by Xavier Bourgeois 720 Main Street, Moncton, New Brunswick E1C 1E4 New Brunswick, Canada General and legal: contact@bidsafe.net Billing: contact@bidsafe.net