1. Introduction

These Terms of Service (“ToS”) govern the relationship between New Emigrant Inc. d/b/a Border Hub (“BorderHub,” “we,” or “us”) and Service Providers (“you” or “Service Provider”) who use our platform to offer services to users of the platform (“Clients”) seeking information relating to new migrants and referrals to immigration consultants, lawyers, and other service providers (“Affiliate Services”). By using or accessing our website or using any of our services (together, our “Platform”), you agree to be bound by these ToS. 

Your submission of any personal information, including that of any Client, through the Platform is governed by BorderHub’s Privacy Policy, the terms of which are incorporated into these ToS by reference.

It is your responsibility to check this page periodically for changes. Your continued use of or access to the Platform following the posting of any changes constitutes acceptance of those changes.

2. Access to and Use of Site and Services

2.1. Service Provide Registration and Requirements.

Service Providers must undergo a screening and interviewing process with BorderHub before being provided access to the Platform. BorderHub reserves the right to accept or reject any Service Provider’s application at its sole discretion. The Service Provider agrees that it shall not submit any untrue, false or misleading information to BorderHub during such process, or at any time thereafter.

When you create an account to use the Platform (an “Account”). you represent and warrant that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your Account. You are responsible for maintaining the confidentiality and security of your Account and password. You agree that only the account holder, and its authorized users, will be permitted to use the Account, and acknowledge that all activities or actions that occur under your Account are your sole responsibility and you must notify BorderHub immediately upon becoming aware of any breach of security or unauthorized use of your Account.

2.2. License Grant to You.

Subject to your complete compliance with the provisions of these ToS, you are granted a limited, non-exclusive, non-transferable, revocable license to use the Platform solely in the manner authorized and intended by BorderHub. Any rights not expressly granted in these ToS are reserved by BorderHub. The Service Provider agrees that it shall only use the Platform in sole compliance with all rules and policies set forth by BorderHub from time to time. The resale or distribution of access to the Platform, any part of the Platform, or any the materials made available through the Platform without the express, written consent of BorderHub is strictly prohibited.

2.3. Feedback and Submissions.

In the event that, either, upon request or by your own volition, you provide BorderHub with specific submissions, feedback, ideas, creative assets, service reviews, suggestions, proposals, plans, or other materials, whether online, by email, by social media, by postal mail, or otherwise (collectively, “Submissions”), you agree that BorderHub shall be the sole exclusive owner of such Submission, and that BorderHub may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Submissions that you submit.  You further agree to waive all moral rights associated with such Submission.

3. Payment Terms

3.1. Platform and Transaction Fees

BorderHub may charge direct platform fees for the use of the Platform (“Platform Fees”) and may restrict access to services or features of the Platform for non-payment. Service Providers may be required to sign a revenue sharing agreement with BorderHub prior to account registration, and these agreements may have specific payment terms (together with Platform Fees, “Transaction Fees”). Unless otherwise agreed between the parties, payment of all Transaction Fees will be due immediately at the time of transaction. In the event that you terminate your Account prior to the conclusion of your applicable billing term, any applicable Platform Fees shall be refunded on a pro-rated basis for each outstanding month of such billing cycle.

3.2. Payment of Platform and Transaction Fees.

Prior to purchasing any service or account to which Transaction Fees apply, you will be required to provide BorderHub with valid, up-to-date credit card or other payment information. You authorize BorderHub to charge your credit card or other payment methods for all Transaction Fees you incur as they become due and payable. You are responsible for maintaining up-to-date payment information. If BorderHub is unable to charge you for any Transaction Fees when due because your payment information is incorrect or no longer valid, or if BorderHub does not receive your payment when due, BorderHub will have no obligation to provide any services associated with those Transaction Fees and BorderHub shall be authorized to terminate your Account and revoke all access to the Platform. No termination or cancelation of your Account shall entitle you to a refund for any services completed on your behalf, and you hereby release BorderHub from any damages or losses resulting from any termination of your access to the Platform for reason of non-payment of Transaction Fees.

4. Representations and Covenants of the Service Provider

4.1. Representations of the Service Provider

The Service Provider represents to BorderHub that it has the necessary competence, skill, accreditation and professional licensing status requited to perform the Affiliate Services.

4.2 Covenants of the Service Provider

The Service Provider covenants that it shall:

1. perform the Affiliate Services at all times in compliance with all applicable laws, regulations, rules, and to reasonable industry standards;
2. not perform any Affiliate Services outside of the scope of the Service Provider’s professional scope or ability;
3. maintain the highest standards of professionalism while dealing with all potential and existing Clients, employees and other persons doing business with BorderHub, in a courteous and professional manner; 
4. to notify BorderHub immediately, in the event that the Service Provider is subject to any disciplinary proceeding or other event that affects the Service Provider’s ability to perform the Affiliate Services or applicable licensing status;
5. not use the Platform: (i) for any unlawful purpose; (ii) to solicit others to perform or participate in any unlawful acts; (iii) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (iv) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (v) to submit false or misleading information; (vi) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Platform or of any related website; (vii) to collect or track the personal information of others; (viii) to spam, phish, pharm, pretext, spider, crawl, or scrape; (ix) for any obscene or immoral purpose; (x) transmit any worms or viruses or any code of a destructive nature; (xi) to decipher, decompile, reverse engineer or otherwise discover the source code of any Platform; or (xii) to interfere with or circumvent the security features of the Platform or any related website; and
6. not falsely imply any sponsorship or association with BorderHub.

5. Intellectual Property Rights

All materials, including text, images, videos, illustrations, designs, icons, photographs, software, programs, and written and other materials that are part of the Site or accessible through the Services, other than content generated by users of the Platform (collectively, “BorderHub Content”), are the property of BorderHub or its licensors. No right, title, or interest in any BorderHub Content is transferred to you by way of these ToS or otherwise. You may not reproduce (except as explicitly noted in these ToS), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the BorderHub Content. The Site and any related software, inclusive of the BorderHub Logo are copyright of New Migrant Inc.

6. 6. Description of Services; No Affiliation with Government Agencies

BorderHub is not affiliated with or endorsed by Immigration Refugees and Citizenship Canada (“IRCC”) or any Canadian government agency.

You acknowledge and agree that all information provided through the Platform is strictly for informational purposes only and is in no way meant to convey citizenship or immigration information or advice, and BorderHub expressly disclaims any representation or warranty regarding its accuracy, reliability, currency, or fitness for any purpose.

BORDERHUB IS NOT A LAW FIRM OR LICENSED SERVICE PROVIDER AND IS NOT A SUBSTITUTE FOR THE ADVICE OF AN LICENSED REPRESENTATIVE AND ITS SERVICES SHOULD NOT BE CONFUSED WITH ANY TYPE OF PROFESSIONAL OR LEGAL ADVICE.

7. 7. Termination

Either party may terminate the contractual relationship between the parties (the “Platform Relationship”) by providing the other with 30 days advance written notice.  
 
 BorderHub may terminate the Platform Relationship at any time if, at its sole discretion, acting reasonably, it deems you to be in breach of any terms of these ToS. In the event that the Platform Relationship is terminated for any reason, BorderHub may immediately revoke your access to the Platform and all outstanding Transaction Fees shall become immediately due and payable.

8. 8. Non-Circumvention

During the term of the Platform Relationship, and for a period of one (1) year following its termination, for any reason, you agree not to attempt to circumvent, avoid or bypass BorderHub directly or indirectly to enter in to any transaction with any Client, or other individual, corporation, partnership, other entity which would otherwise be covered by this ToS, or any ancillary agreement between the parties.

9. 9. Beta Services

From time to time, BorderHub may, at its sole discretion and in whatever capacity it deems appropriate, make beta versions of any part of the Platform available to you. You acknowledge and agree that your use of any such beta services is at your sole discretion and that all beta services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms that will be presented to you prior to such use. You further acknowledge and agree that all of your obligations, and all other restrictions and reservation of rights as set out under these ToS shall apply equally to your use of such beta services prior to their formal adoption into the Platform.

You hereby release BorderHub. from any harm or damage arising out of or in connection with any usage of a beta service.

10. Confidentiality

1. Definition

For the purposes of this Section 10, “Confidential Information” means all information (whether in oral, written or electronic form) relating to the business, Clients, customers, suppliers, technology, personnel, marketing, finances, methodologies, products or services of the party disclosing such information (“Disclosing Party”), and includes, inter alia, personal information received from Clients, confidential information received from third parties, know-how, intellectual property, designs and formulas, but excludes any information that (i) was lawfully in the possession of the party receiving such Confidential Information (the “Recipient”) before receiving it from the Disclosing Party; (ii) is provided in good faith to the Recipient by a third party without breaching any rights of the Disclosing Party or any other party; (iii) is generally available to, or accessible by, the public through no fault of the Recipient and/or anyone on its behalf; (iv) is developed by the Recipient without use of the Confidential Information; or (v) is required to be disclosed by Recipient by operation of mandatory law, subject to the Recipient promptly notifying the Disclosing Party in writing of such requirement prior to the disclosure (to the extent permitted by applicable law).

10.2. Confidentiality

Each party covenants to keep in the strictest confidence and trust all Confidential Information at all times during the term of the Platform Relationship and following the termination of the Platform Relationship for any reason, and shall take all necessary or prudent precautions against unauthorized disclosure of the Confidential Information. Neither party shall directly or indirectly disclose, allow access to, transmit or transfer any of the Confidential Information to a third party, nor copy nor reproduce any of the Confidential Information except to its employees and consultants who are bound by confidentiality obligations not less strict than those contained herein, have been made aware of the obligations set herein.

10.3. Data Processing.

Notwithstanding the foregoing, the Service Provider shall obtain all consents required under applicable law (to the extent required) from Clients with respect to the processing of personal Confidential Information through their use of the Platform and the performance of the Affiliate Services (to the extent that such Affiliate Services involve submission or receipt of such information through the Platform).         Provided that, unless provided written direction relating to specific data protection or transfer legislation, rules or directives by the Service Provider, the parties agree that BorderHub shall only be responsible for adhering to Canadian data privacy standards.

10.4. Security

While BorderHub strives to use commercially reasonable means to protect all Confidential Information, the Service Provider acknowledges and agrees that no method of electronic storage is 100% secure, and accordingly, and that BorderHub makes no guarantee as to the absolute security of the Platform.

10.5. Information Retention

BorderHub makes no guarantee of any period of retention of any information stored under your Account and reserves the right to delete such information at any time. You acknowledge and agree that it shall be your sole responsibility to maintain an adequate backup of such information.

11. Disclaimer of Warranty

The Platform is provided by BorderHub on an “as is” and “as available” basis. BorderHub makes no representations or warranties of any kind, express or implied, as to the Platform, its performance, or the information, content, or materials offered through the Platform. To the fullest extent permissible by applicable law, BorderHub disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, non-infringement, and fitness for a particular purpose. 
 
 Without limiting the foregoing, BorderHub does not guarantee, represent or warrant that:

1. your use of the Platform will be uninterrupted, timely, secure, virus or harm free, or error-free; 

1. any specific result or benefit will result from your use of the Platform, or your engagement with BorderHub, including, without limitation, any specific business result, including, without limitation, any specific level client referral, revenue or profitability;
    
2. the information provided under the Platform will be accurate or reliable; or

1. the information on which the Platform is based upon will be up to date or current.

You acknowledge and agree that from time to time BorderHub may remove or discontinue the operation of the Platform for indefinite periods of time, without notice. You agree that BorderHub shall not be liable for any resulting damages occasioned by such suspension of service. You expressly agree that your use of, or inability to use the Platform is at the sole risk of both you and your clients.

12. Third Party Websites

BorderHub may provide links to third-party websites. BorderHub is not responsible for the content of any third-party websites and does not make any representations regarding the content or accuracy of material on such websites. If you decide to follow a link to any third-party website, you do so entirely at your own risk. BorderHub is not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully any such third-party’s policies and practices and make sure you completely understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the applicable third-party.

13. 13. Limitation of Liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY, OR OTHERWISE, SHALL BORDERHUB, ITS AFFILIATES, AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, AND AGENTS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE PLATFORM, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF BORDERHUB, ITS AFFILIATES, OR THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, AND AGENTS HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. IN NO EVENT WILL BORDERHUB BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE TRANSACTION FEES PAID BY YOU IN CONNECTION WITH YOUR USE OF THE PLATFORM DURING THE SIX-MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY, OR OTHERWISE, SHALL BORDERHUB BE RESPONSIBLE FOR SERVICES PROVIDED BY ANY ASSOCIATED SERVICE PROVIDER, AFFILIATE OR SHAREHOLDER OF BORDERHUB.

14. 14. Indemnification

You agree to defend, indemnify and hold harmless BorderHub, its affiliates, and their respective directors, officers, and employees from and against any and all claims, damages, costs, and expenses, arising from or related to your breach of these ToS, the negligent performance of any Affiliate Services on behalf of a Client, your improper use of the Platform, or your breach of any applicable law or infringement of the rights of a third party. BorderHub shall have the right to participate in the defense of any such claim, at its own cost. You may not settle or negotiate any claim that results in liability to, or imposes any obligation upon, BorderHub, financial or otherwise, without the written consent of BorderHub. 

15. 15. Dispute Resolution

We believe concerns can be resolved quickly by directly contacting your account manager or emailing support@BorderHub.ai. In the event of a dispute between the parties concerning the subject matter set out herein, the parties agree to make good faith efforts to resolve such dispute informally.

If the dispute cannot be settled in the manner contemplated above, either party may refer the dispute to arbitration under the International Commercial Arbitration Rules of Procedure of the Vancouver International Commercial Arbitration Centre (the “VanIAC”). The parties agree that the appointing authority with respect to all claims relating to the subject matter of these ToS shall be the VanIAC and any such action shall be administered by the VanIAC in accordance with its rules. 

The parties agree that each party may only bring claims against the other in an individual capacity and not as plaintiffs or class members in an any purported class or representative proceeding, including arbitration. 

16. 16. Miscellaneous Terms

16.1. Consent to Electronic Communications. You consent to receive communications from BorderHub electronically, and you agree that all agreements, notices, disclosures, and other communications that BorderHub provides to you electronically, via email, or through the Platform, satisfy any legal requirement that such communications or agreements be in writing.

16.2. Assignment. You may not assign your rights under these ToS without the prior written permission of BorderHub and any attempt by you to do so shall be null and void.

16.3. Waiver. The waiver of a breach of any provision of any provision of these ToS will not operate or be interpreted as a waiver of any other or subsequent breach.

16.4. Severability. If any provision of these ToS is held to be invalid or unenforceable for any reason, the remaining provisions will, to the fullest extent permitted under applicable law, continue in full force without being impaired or invalidated in any way, and the unenforceable portion shall be deemed to be severed from these ToS and such determination shall not affect the validity and enforceability of any other remaining provisions.

16.5. Governing Law. These ToS and any separate agreements whereby we provide you any Services shall be governed by and construed in accordance with the laws of British Columbia, Canada.

16.6. Survival. The obligations and liabilities of the parties incurred under these ToS prior to any applicable termination date shall survive the termination of the Platform Relationship for all purposes.

16.7. Entire Agreement. These ToS, including all agreements referred to and incorporated herein, sets forth the entire understanding and agreement between you and BorderHub and supersedes any and all other oral or written agreements or understandings between the parties (including, but not limited to, any prior versions of these ToS).

17. 17. Force Majeure

Neither party shall be liable for any failure or delay in performance under these ToS, due to causes beyond their reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, labor disputes, natural disasters, or any other force majeure event, provided that such party has made reasonable efforts to mitigate the effects of such force majeure event on the performance of such obligation.

18. 18. Notices

Any notices or other communications required or permitted by these ToS shall be in writing and shall be deemed given when delivered personally or by email to the parties at the addresses provided during the registration process or as updated by either party from time to time.

19. 19. Relationship of the Parties

Nothing in these ToS shall be construed as creating a partnership, joint venture, agency, or employment relationship between BorderHub and Service Providers. Service Providers are independent contractors and are not employees, agents, or representatives of BorderHub. The Service Provider shall not have the authority to bind BorderHub in any way.

By using or accessing the BorderHub platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not agree with any part of these Terms of Service, you must not use or access the BorderHub platform.