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Terms of Service

Last updated: January 2025

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and BXNode Inc. ("BXNode", "we", "us", or "our"), a federally incorporated company in Canada with operations in Ontario.

By accessing or using our website, execution platform, or any related services (collectively, the "Services"), you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services.

2. Description of Services

BXNode provides an execution platform designed to run business workflows through deterministic rules with human-in-the-loop safeguards. Our Services include:

  • Local execution node software deployed in your environment
  • Optional cloud control plane for visibility and configuration
  • Workflow rule configuration and management
  • Execution logging and audit capabilities
  • Technical support and documentation

3. Account Registration

To access certain features of our Services, you may be required to create an account. You agree to:

  • Provide accurate, current, and complete information during registration
  • Maintain the security and confidentiality of your account credentials
  • Promptly update your information if it changes
  • Accept responsibility for all activities that occur under your account
  • Notify us immediately of any unauthorized access or security breach

4. Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree not to:

  • Violate any applicable federal, provincial, or local laws or regulations
  • Infringe upon the intellectual property rights of others
  • Transmit malicious code, viruses, or harmful data
  • Attempt to gain unauthorized access to our systems or other users' accounts
  • Interfere with or disrupt the integrity or performance of the Services
  • Use the Services to process data in violation of privacy laws
  • Reverse engineer, decompile, or disassemble any part of the Services
  • Resell, sublicense, or redistribute the Services without authorization

5. Intellectual Property

The Services, including all software, documentation, designs, text, graphics, logos, and other content, are owned by BXNode or its licensors and are protected by Canadian and international intellectual property laws.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable license to access and use the Services for your internal business purposes. This license does not include the right to modify, copy, distribute, or create derivative works.

You retain all rights to your data and content processed through the Services. You grant us a limited license to use your data solely to provide the Services to you.

6. Data and Privacy

Your use of the Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference.

BXNode's local-first architecture means your business data processed by the execution node remains in your environment. You are responsible for:

  • Ensuring your use of the Services complies with applicable data protection laws
  • Obtaining necessary consents for data processing
  • Implementing appropriate security measures in your environment
  • Backing up your data and configurations

7. Service Levels and Support

Service level commitments, support terms, and maintenance schedules are defined in your service agreement or subscription plan. We will use commercially reasonable efforts to maintain the availability and performance of the Services.

8. Fees and Payment

Fees for the Services are set forth in your service agreement or on our pricing page. Unless otherwise specified:

  • Fees are quoted in Canadian dollars and exclude applicable taxes
  • Payment is due within 30 days of invoice date
  • Subscription fees are billed in advance for the subscription period
  • We may modify fees with 30 days' notice before your next billing period

9. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that the Services will be uninterrupted, error-free, or completely secure. We do not guarantee any specific business outcomes from your use of the Services. The system executes according to configured rules; results depend on your rules and business context.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BXNODE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES.

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNT YOU PAID TO US FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Indemnification

You agree to indemnify, defend, and hold harmless BXNode and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable legal fees) arising from:

  • Your use of the Services
  • Your violation of these Terms
  • Your violation of any applicable laws or third-party rights
  • Your data or content processed through the Services

12. Term and Termination

These Terms remain in effect until terminated. We may suspend or terminate your access to the Services at any time for violation of these Terms or for any other reason with notice. You may terminate by discontinuing use of the Services and canceling your account.

Upon termination, your right to use the Services ceases immediately. Provisions that by their nature should survive termination will survive, including intellectual property, disclaimers, limitations of liability, and indemnification.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any disputes arising from these Terms or the Services shall be resolved through binding arbitration in Ontario, Canada, in accordance with the Arbitration Act, 1991 (Ontario). Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction.

14. Changes to Terms

We may modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website or by email. Your continued use of the Services after such notice constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue use of the Services.

15. General Provisions

  • Entire Agreement: These Terms, together with our Privacy Policy and any service agreements, constitute the entire agreement between you and BXNode.
  • Severability: If any provision is found unenforceable, the remaining provisions will continue in effect.
  • Waiver: Our failure to enforce any right or provision does not constitute a waiver of that right.
  • Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms freely.
  • Force Majeure: Neither party shall be liable for delays or failures due to circumstances beyond reasonable control.

16. Contact Information

For questions about these Terms, please contact us:

BXNode Inc.

Ontario, Canada

Email: legal@bxnode.com