Terms of Service

1. Agreement to these Terms

These Terms of Service (the "Terms") are a legal agreement between pagepack Software Inc., a corporation incorporated in Alberta, Canada, carrying on business as "pagepack" ("pagepack", "we", "us", "our"), and the organization or individual that subscribes to or uses the Service ("Customer", "you", "your").

By accessing or using the Service, by creating an account, by accepting an invitation to a pagepack Organization, or by clicking to accept these Terms, you agree to be bound by them. If you do not agree, do not access or use the Service.

If you accept these Terms on behalf of a company, partnership, government body or other entity, you represent that you have authority to bind that entity, and "Customer" means that entity. The Service is intended for business use and is not intended for personal, family or household purposes.

Our collection and use of personal information is described in our Privacy Policy, which we publish and link from the Service and which is incorporated into these Terms by reference.

2. Definitions

"Authorized User" — an individual who accesses the Service under Customer's Organization, whether granted access by an Organization Admin or by creating an account that is added to that Organization, including employees and contractors of Customer.

"Customer Content" — all documents, files, text, images, logos, data, field values and other material that Customer or its Authorized Users upload to, create in, or generate through the Service, and all output derived from that material (including imported and converted documents, assembled Pagepacks, and exported PDFs). Customer Content excludes the Platform and Platform Materials.

"Documentation" — the user guides, help materials and product descriptions we make generally available for the Service.

"Masterpack" — a template document created in the Service from which Pagepacks are derived.

"Order" — an order form, quote, statement of work or other written agreement between the parties setting out the Service Customer is purchasing and the fees for it.

"Organization" — a workspace within the Service that holds Customer's Masterpacks, Pagepacks and other Customer Content, and to which Authorized Users are assigned.

"Organization Admin" — an Authorized User assigned the administrator role for an Organization, who can invite, manage and remove other Authorized Users and administer the Organization's content.

"Pagepack" — a document assembled in the Service, typically derived from a Masterpack, composed of reusable sections and custom field values.

"Platform" — the pagepack hosted software application, including the web application, APIs, document import and conversion pipeline, rendering and PDF export engine, and all underlying software, and all updates to it.

"Platform Materials" — the Platform, the Documentation, all pagepack branding, and all templates, section libraries, themes, layouts and sample content that pagepack supplies, other than Customer Content.

"Service" — pagepack's provision of access to and use of the Platform, together with any support and professional services we provide.

"Usage Data" — technical and operational data we generate about the configuration, performance and use of the Service, in aggregated or de-identified form that does not identify Customer, any Authorized User, or the substance of Customer Content.

3. The Service

pagepack is a hosted document authoring and assembly application. Subject to these Terms, Customer may use the Service to:

• create and maintain Masterpacks (templates) and derive Pagepacks (documents) from them;
• author, reorder, edit and version reusable document sections;
• define custom data fields and populate them per document, including uploading images used as field values;
• import existing documents (including .docx and .pdf files) into the Service, where they are converted into editable sections; and
• render, preview and export documents as PDF.

We grant Customer a non-exclusive, non-transferable, non-sublicensable right, during the Term, to access and use the Service through its Authorized Users for Customer's internal business purposes, in accordance with these Terms and the Documentation.

We may modify, add to, or discontinue features of the Service. We will not make a change that materially reduces the core functionality of the Service during a paid subscription term without giving Customer notice and, where the reduction is material and adverse, the option to terminate the affected subscription and receive a pro-rata refund of prepaid, unused fees.

4. Accounts and Access

4.1 How accounts are created. An account may be created in any of these ways:

(a) Self-registration. An individual may create an account directly through the Service by supplying an email address and choosing a password. An account created this way is placed in a new Organization of its own, and the individual who created it is that Organization's first Organization Admin.

(b) Sign-in with Google. An individual may sign in using a Google account. If no pagepack account exists for the verified email address that Google returns, signing in creates one, together with a new Organization of its own in which that individual is the first Organization Admin. See Section 4.6.

(c) Creation by an Organization Admin. An Organization Admin may create an account for an individual by supplying their name and email address; the Service emails that individual a link to set their own password. The administrator never sets or sees that password.

(d) Creation by pagepack during onboarding, where we set up a Customer's first Organization Admin account.

Where an account is created under (a) or (b), the individual who created it is the Customer for that Organization unless and until the account is brought under an Organization operated by an employer or other entity, at which point that entity is the Customer for that Organization. If you create an account using an email address belonging to an employer or other organization, you represent that you are permitted to do so and that you are entering into these Terms on that entity's behalf.

We may decline to create, or may close, any account, including accounts created through self-registration or Google sign-in.

4.2 Authorized Users. Customer is responsible for all activity under its Organization and for its Authorized Users' compliance with these Terms. Acts and omissions of an Authorized User are treated as acts and omissions of Customer.

4.3 Credentials. Each Authorized User must keep their credentials confidential and must not share an account. Customer must notify us promptly at hello@pagepack.io if it becomes aware of any unauthorized access to or use of the Service.

4.4 Organization Admins. Organization Admins can view, edit, export and delete Customer Content in the Organization, and can add or remove Authorized Users, including removing an Authorized User's access to content that user created. Customer Content belongs to Customer, not to the individual Authorized User who created it. We act on the instructions of an Organization Admin as instructions of Customer, and we are not responsible for how Customer allocates administrator rights internally.

4.5 Eligibility. Authorized Users must be at least 18 years of age. The Service is not directed to children.

4.6 Sign-in with Google. Google is currently the only third-party sign-in provider the Service accepts; sign-in attempts using any other provider are refused. Use of Google sign-in is also subject to Google's own terms, and we rely on Google to verify the account and the email address. We are not responsible for the availability of, or changes to, third-party sign-in providers. If Google sign-in becomes unavailable, an Authorized User may still be able to access the Service using an email address and password.

5. Customer Content

5.1 Ownership. As between the parties, Customer owns all right, title and interest in and to Customer Content, including all intellectual property rights in it. Nothing in these Terms transfers ownership of Customer Content to pagepack.

5.2 Licence to pagepack. Customer grants pagepack a worldwide, non-exclusive, royalty-free licence, during the Term and for the limited retention period described in Section 17.4, to host, store, copy, transmit, cache, index, display, reformat, convert, parse, render, adapt and create derived and intermediate representations of Customer Content, and to make backups of it, in each case solely to:

(a) provide, maintain, secure and support the Service for Customer;

(b) perform the document import, conversion and PDF rendering operations Customer initiates or requests; and

(c) comply with law or a lawful order.

This licence includes the right to have the operations above performed by the subprocessors described in Section 8. It does not permit us to use Customer Content to market to third parties, to disclose Customer Content other than as permitted by these Terms or our Privacy Policy, or to train machine learning models of our own.

Where document import uses a third-party AI model provider, we use that provider's paid service, under which the provider commits that content submitted to it is not used to improve the provider's products and is not read by human reviewers. That is the provider's contractual commitment to us, which we pass on to Customer; it is not a guarantee we can independently verify or enforce beyond that contract. Our Privacy Policy describes what is sent.

5.3 Conversion is not guaranteed to be faithful. The import and conversion features reproduce source documents automatically. Formatting, structure, tables, images and text may be altered, dropped or misinterpreted. Customer is responsible for reviewing every imported, converted, assembled or exported document for accuracy and completeness before relying on it or distributing it. pagepack does not warrant that converted or rendered output will match the source document.

5.4 Customer's content warranties. Customer represents and warrants that it has all rights, licences and permissions necessary to upload Customer Content to the Service and to grant the licence in Section 5.2, and that Customer Content and its use in the Service do not infringe or misappropriate any third party's rights or violate any law.

5.5 No high-risk or regulated content by default. The Service is a document authoring tool and is not designed or certified for use where failure could lead to death, personal injury, or severe environmental or property damage, and it is not a compliance, legal-advice, or safety-management system. Customer is solely responsible for the accuracy, legal sufficiency and regulatory adequacy of the documents it produces with the Service.

5.6 Sensitive personal information. Customer must not upload to the Service any personal health information, government identifiers, payment card data, or other categories of sensitive personal information, unless the parties have agreed to that use in writing and put any additional required terms in place.

5.7 Backups. We maintain routine backups of the Service as part of our normal operations. Backups are for our disaster-recovery purposes and are not a substitute for Customer keeping its own copies. We do not offer a customer-facing restore service and do not commit to any backup frequency or retention period; our current backup practice is described in our Privacy Policy. Customer is responsible for retaining its own source documents and exported output.

6. Acceptable Use

Customer must not, and must not permit any Authorized User or third party to:

1. use the Service in violation of any applicable law, or to store or transmit material that is unlawful, defamatory, harassing, or that infringes another person's intellectual property, privacy or other rights;
2. upload or transmit malware, or any code intended to disrupt, damage or gain unauthorized access to any system or data;
3. attempt to gain unauthorized access to the Service, other customers' Organizations, or any underlying system, or circumvent any authentication, rate limit, quota or other technical restriction;
4. probe, scan or penetration-test the Service without our prior written consent;
5. reverse engineer, decompile or disassemble the Platform, or attempt to derive its source code, except to the extent this restriction is unenforceable under applicable law;
6. copy, frame, mirror, rent, lease, sell, sublicense, or otherwise make the Service available to any third party, or use the Service to operate a service bureau for third parties;
7. use the Service to build or assist in building a competing product or service, or to benchmark the Service for publication without our written consent;
8. scrape, crawl or use automated means to extract data from the Service other than through documented interfaces we make available;
9. remove, obscure or alter any proprietary notice in the Platform or Platform Materials;
10. impose an unreasonable or disproportionately large load on the Service, including through excessive import, rendering or export operations; or
11. create accounts by automated means, or create an account using an email address the person registering is not entitled to use.

We may investigate suspected violations and may remove or disable access to content that we reasonably believe violates this Section or applicable law.

7. Suspension

We may suspend Customer's or any Authorized User's access to the Service, in whole or in part, if:

(a) we reasonably determine there is a threat to the security, integrity or availability of the Service or another customer's data;

(b) Customer or an Authorized User is in material breach of Section 6;

(c) Customer's account is thirty (30) days or more past due; or

(d) suspension is required by law or by a lawful order.

Unless doing so would worsen a security incident or violate a legal obligation, we will give Customer notice before suspending, and an opportunity to cure where the cause is curable. We will restore access promptly once the cause is resolved. Suspension under (b), (c) or (d) does not relieve Customer of its obligation to pay fees for the suspended period.

8. Third-Party Services and Subprocessors

We use third-party infrastructure and service providers to operate the Service, including cloud hosting and object storage, document conversion and PDF rendering services, an AI model provider used in document import, transactional email delivery, and Google for optional sign-in. We remain responsible for our subprocessors' performance of the obligations we have delegated to them. We will provide a current list of our subprocessors to Customer on request.

The Service is hosted in the United States. Our application servers, database and object storage are all in a United States region, and our email and AI processing providers are United States companies. By using the Service, Customer acknowledges that Customer Content is stored and processed in the United States and is subject to United States law, including access by United States courts, law enforcement and national security authorities. Our Privacy Policy describes this in more detail.

9. Availability, Maintenance and Support

9.1 Availability. We will use commercially reasonable efforts to make the Service available. The Service is provided without any contractual uptime commitment. We do not offer a service level agreement, an availability target, or service credits, and no statement about availability elsewhere creates one. If we introduce a service level agreement, it will be set out in a separate document or in an Order.

9.2 Maintenance. We may perform scheduled maintenance and will use reasonable efforts to schedule it outside 08:00–18:00 Mountain Time on business days and to give advance notice of maintenance expected to cause material downtime. We may perform emergency maintenance at any time without notice.

9.3 Support. We provide support to Organization Admins by email at hello@pagepack.io. Support is provided on a commercially reasonable efforts basis during our normal business hours. We do not commit to a response or resolution time.

10. Fees and Payment

10.1 Fees. Fees for the Service, the currency they are payable in, the invoicing schedule, the payment due date, and any late-payment charge are those set out in the Order. These Terms do not set them. There is no self-serve purchasing or in-application payment; we invoice Customer under the Order.

10.2 Payment. Customer will pay each invoice in accordance with the Order. Unless the Order says otherwise:

• subscription terms renew automatically for successive terms of the same length unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term;
• we may change fees effective on renewal by giving at least thirty (30) days' written notice before the end of the then-current term;
• fees are non-refundable except as expressly stated in these Terms; and
• fees are exclusive of GST and any other applicable taxes, which Customer will pay, other than taxes on our income.

10.3 Access without an Order. Where an Organization is created through self-registration or Google sign-in and no Order is in place, no fees are payable for that Organization until the parties agree an Order. We may limit, suspend or close such an Organization at any time on notice, and may require an Order as a condition of continued access.

11. Confidentiality

11.1 "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Content is Customer's Confidential Information. The Platform, Platform Materials, and our non-public pricing, roadmap and security information are our Confidential Information.

11.2 Recipient will use Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to its employees, contractors and advisors who need it and are bound by confidentiality obligations at least as protective as these. Recipient is responsible for their compliance.

11.3 Confidential Information does not include information that is or becomes public through no fault of Recipient, was known to Recipient without a duty of confidence before disclosure, is received from a third party without a duty of confidence, or is independently developed by Recipient without use of the Confidential Information.

11.4 Recipient may disclose Confidential Information if required by law or lawful order, provided it gives Discloser prompt notice where legally permitted so Discloser may seek a protective order, and discloses only what is required.

11.5 These obligations continue for the Term and for three (3) years after it ends, except that Customer Content and trade secrets remain protected for as long as they remain confidential or a trade secret.

12. Privacy, Personal Information and Security

12.1 Privacy Policy. Our handling of personal information is described in our Privacy Policy, which we publish and link from the Service.

12.2 Roles. Where Customer Content contains personal information, Customer determines the purposes for which that personal information is collected and used, and pagepack processes it on Customer's behalf and on Customer's instructions in providing the Service. Customer is responsible for having a lawful basis for the personal information it puts into the Service, for providing any required notices to individuals, and for obtaining any required consents.

12.3 Compliance. Each party will comply with the privacy laws applicable to it, which may include Alberta's Personal Information Protection Act and Canada's Personal Information Protection and Electronic Documents Act.

12.4 Security. We will maintain administrative, technical and physical safeguards designed to protect Customer Content against unauthorized access, use, alteration and destruction, appropriate to the nature of the information and the size of our business. No system is perfectly secure, and we do not guarantee that the Service cannot be compromised.

12.5 Incident notification. We will notify Customer without undue delay after confirming a security incident that has resulted in unauthorized access to, or disclosure of, Customer Content, and will provide the information reasonably available to us about the incident and our response.

12.6 Data processing terms. Where Customer requires a data processing addendum to meet its own privacy obligations, we will enter into our standard addendum on request.

13. Intellectual Property

13.1 Our IP. pagepack and its licensors own all right, title and interest in and to the Platform and Platform Materials, including all intellectual property rights. Except for the limited access rights granted in Section 3, no rights in the Platform or Platform Materials are granted to Customer, whether by implication, estoppel or otherwise. All rights not expressly granted are reserved.

13.2 Templates and section libraries we supply. Where pagepack supplies a Masterpack, section library, theme or sample content, Customer may use and adapt it within the Service to produce Customer's own documents, and may use and distribute the resulting documents for Customer's business purposes. Customer may not extract, redistribute or resell the supplied templates, section libraries or themes themselves, apart from documents Customer produces with them.

13.3 Feedback. If Customer or an Authorized User gives us suggestions, ideas or feedback about the Service, we may use them without restriction or obligation, and Customer grants us a perpetual, irrevocable, worldwide, royalty-free licence to do so. We will not identify Customer as the source without Customer's consent.

13.4 Usage Data. We may collect and use Usage Data to operate, secure, analyse and improve the Service and our other products. We will not disclose Usage Data externally except in aggregated or de-identified form that does not identify Customer, any Authorized User, or the substance of Customer Content.

13.5 Publicity. We will not use Customer's name or logo in marketing materials or customer lists without Customer's prior written consent.

14. Warranties and Disclaimers

14.1 Mutual warranties. Each party warrants that it has the legal power and authority to enter into these Terms.

14.2 Our warranty. We warrant that, during the Term, the Service will perform materially in accordance with the Documentation. Customer's exclusive remedy, and our entire liability, for breach of this warranty is for us to use commercially reasonable efforts to correct the non-conformity and, if we cannot do so within a reasonable time, for Customer to terminate the affected subscription and receive a refund of prepaid, unused fees for the terminated portion of the term. This warranty does not apply where the non-conformity results from Customer Content, Customer's or an Authorized User's misuse of the Service, or a third-party service outside our control.

14.3 Disclaimer. EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICE AND ALL PLATFORM MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT ANY UPTIME OR AVAILABILITY COMMITMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PAGEPACK DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS AND TERMS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS, OR THAT ANY IMPORTED, CONVERTED, RENDERED OR EXPORTED DOCUMENT WILL BE ACCURATE, COMPLETE OR FAITHFUL TO ITS SOURCE.

Some jurisdictions do not allow the exclusion of certain warranties or conditions. To the extent an exclusion is not permitted, it does not apply, and any implied warranty is limited in duration to the minimum period permitted by law.

15. Limitation of Liability

15.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

15.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (a) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO PAGEPACK UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE LIABILITY, AND (b) ONE HUNDRED CANADIAN DOLLARS (CAD $100).

15.3 Exclusions from the cap. Sections 15.1 and 15.2 do not apply to:

(a) Customer's obligation to pay fees due under Section 10;

(b) either party's indemnity obligations under Section 16 (Indemnification);

(c) breach of Section 6 (Acceptable Use) by Customer or its Authorized Users;

(d) a party's gross negligence, wilful misconduct, or fraud; or

(e) any liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence.

15.4 The limitations in this Section apply to all claims, whether in contract, tort (including negligence), strict liability, statute or otherwise, and reflect the allocation of risk between the parties and the pricing of the Service.

16. Indemnification

16.1 By pagepack. We will defend Customer against any third-party claim alleging that Customer's use of the Service in accordance with these Terms infringes that third party's Canadian or United States patent, copyright, trademark or trade secret rights, and will pay damages finally awarded against Customer or agreed in settlement by us for that claim.

This obligation does not apply to a claim arising from: (a) Customer Content; (b) use of the Service in combination with anything not supplied by us, where the claim would not have arisen but for the combination; (c) use of the Service other than in accordance with these Terms or the Documentation; or (d) Customer's continued use of an allegedly infringing version after we have made a non-infringing alternative available.

If the Service becomes, or we reasonably believe it may become, the subject of an infringement claim, we may at our option and expense procure the right for Customer to continue using it, modify or replace it so it is non-infringing while materially preserving its functionality, or, if neither is commercially reasonable, terminate the affected subscription on notice and refund prepaid, unused fees. This Section states our entire liability and Customer's exclusive remedy for intellectual property infringement by the Service.

16.2 By Customer. Customer will defend us against any third-party claim arising from (a) Customer Content, including a claim that Customer Content infringes or misappropriates a third party's rights or violates a person's privacy, (b) Customer's or an Authorized User's breach of Section 6 (Acceptable Use), or (c) Customer's use of documents produced with the Service, including any claim that such a document was inaccurate, incomplete or legally or regulatorily inadequate; and will pay damages finally awarded or agreed in settlement by Customer for that claim.

16.3 Procedure. The indemnified party must give the indemnifying party prompt written notice of the claim, sole control of the defence and settlement, and reasonable cooperation at the indemnifying party's expense. A delay in giving notice reduces the indemnifying party's obligations only to the extent it is prejudiced by the delay. The indemnifying party may not settle a claim in a way that imposes a non-monetary obligation or admission on the indemnified party without its consent, not to be unreasonably withheld. The indemnified party may participate in the defence at its own expense with counsel of its choosing.

17. Term and Termination

17.1 Term. These Terms begin when Customer first accepts them, first creates an account, or first accesses the Service, whichever is earliest, and continue until all of Customer's subscriptions and Organizations have expired or been terminated (the "Term").

17.2 Termination for convenience. Customer may terminate these Terms at any time on written notice to us, or by closing its Organization. Termination for convenience mid-term does not earn a refund of prepaid fees, and does not relieve Customer of its obligation to pay fees for the remainder of the then-current subscription term under an Order. pagepack may terminate these Terms for convenience on sixty (60) days' written notice, in which case we will refund prepaid, unused fees.

17.3 Termination for cause. Either party may terminate these Terms on written notice if the other party materially breaches them and does not cure the breach within thirty (30) days after receiving written notice of it, or if the other party becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver or trustee appointed over its assets.

17.4 Effect of termination. On expiry or termination:

(a) Customer's and its Authorized Users' right to access the Service ends immediately;

(b) Customer must pay all fees accrued up to the effective date of termination;

(c) for thirty (30) days after the effective date, Customer may request that we make Customer Content available for export in the formats the Service supports — documents exported as PDF, and uploaded images and imported source files in the format in which they are stored. We do not commit to any other export format, and there is no bulk export of an Organization's full content today; where Customer needs more than the above, the parties will agree the scope and any fees in advance;

(d) after the export window ends, we will delete Customer Content from our active systems within sixty (60) days, except that copies may persist in routine encrypted backups until those backups expire in the ordinary course, and except where we are required by law to retain it. Backup copies remain subject to Section 11 (Confidentiality) until deleted; and

(e) each party will, at the other's request, return or destroy the other's Confidential Information, subject to the same backup and legal-retention exceptions.

17.5 Deletion during the Term. Customer Content that Customer or an Organization Admin deletes within the Service is removed from the active Service and is deleted from our systems in the ordinary course. Deletion may be irreversible; we do not guarantee that we can restore deleted Customer Content.

17.6 Survival. Sections 2, 5.1, 5.4, 11, 13, 14.3, 15, 16, 17.4, 17.6 and 19 survive termination, together with any other provision that by its nature should survive.

18. Changes to These Terms

We may update these Terms from time to time. If a change is material, we will give Customer at least thirty (30) days' notice before it takes effect, by email to Organization Admins or by a notice within the Service. Non-material changes, and changes required by law, take effect when we post the updated Terms.

The updated Terms take effect on the stated effective date and apply to Customer's use of the Service from then on. If Customer does not agree to a material change, Customer may terminate these Terms before the change takes effect by giving us written notice; where fees have been prepaid for a period after the change takes effect, we will refund the prepaid, unused portion. Continuing to use the Service after the effective date means Customer accepts the updated Terms.

We will keep the "Last updated" date at the top of these Terms current. We do not maintain a public archive of past versions; Customer may request the version in force on a given date.

19. General

19.1 Governing law and jurisdiction. These Terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable in Alberta, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts of the Province of Alberta. The United Nations Convention on Contracts for the International Sale of Goods does not apply. There is no arbitration clause; disputes go to the Alberta courts.

19.2 Entire agreement. These Terms, together with the Privacy Policy and any Order, are the entire agreement between the parties about the Service and supersede all prior discussions and agreements about it. Any purchase order or vendor terms Customer issues are of no effect, even if we acknowledge or sign them, unless we expressly agree otherwise in writing signed by an authorized representative.

19.3 Order of precedence. If there is a conflict, an Order signed by both parties prevails over these Terms, and these Terms prevail over the Documentation.

19.4 Assignment. Neither party may assign these Terms without the other's prior written consent, except that either party may assign them without consent to a successor in connection with a merger, reorganization, or sale of all or substantially all of its assets or of the business to which these Terms relate. Any other attempted assignment is void. These Terms bind and benefit the parties' permitted successors and assigns.

19.5 Notices. Notices to pagepack must be in writing and sent to hello@pagepack.io and, for notices of breach, termination or an indemnifiable claim, also by courier or registered mail to pagepack Software Inc., 10438 76 Ave, Edmonton, Alberta T6E 1L1, Canada. Notices to Customer may be given by email to Customer's Organization Admins or by a notice in the Service. Notice is effective on receipt, or on the next business day if sent by email outside business hours.

19.6 Electronic communications and records. The parties consent to transacting electronically. These Terms and any notice given under them may be accepted, signed and delivered electronically, and electronic records satisfy any requirement that a record be in writing.

19.7 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, war, terrorism, civil unrest, labour disruption, government action, epidemic, failure of the public internet, or failure of a utility or upstream infrastructure provider. The affected party will use reasonable efforts to mitigate and resume performance.

19.8 Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary or employment relationship.

19.9 No third-party beneficiaries. These Terms are for the benefit of the parties only. Authorized Users are not third-party beneficiaries and have no independent rights under them.

19.10 Waiver and severability. A failure to enforce a provision is not a waiver of it. If a provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or, if it cannot be, severed, and the rest of these Terms remain in effect.

19.11 Export and sanctions compliance. Customer represents that it is not located in, and is not owned or controlled by a person located in, a country or by a person subject to Canadian or United States sanctions, and that it will not use the Service in violation of any applicable export control or sanctions law.

19.12 Interpretation. Headings are for convenience only. "Including" means "including without limitation". References to a statute include its regulations and any successor legislation.

19.13 Language. The parties have requested that these Terms and all related documents be drawn up in English. Les parties ont demandé que cette convention et tous les documents s'y rattachant soient rédigés en anglais.

19.14 Contact. Questions about these Terms may be sent to hello@pagepack.io or to pagepack Software Inc., 10438 76 Ave, Edmonton, Alberta T6E 1L1, Canada.