Terms of Use

This Agreement is between you and Border Connect Inc., an Ontario corporation with offices at 1801 Walker Road, Second Floor, Windsor, Ontario, Canada N8W 3P3 (“BorderConnect,” “we,” “us,” or “our”). Border Connect Inc. develops and operates the BorderConnect software platform and related products and services described in this Agreement. “BorderConnect” is a trademark of Border Connect Inc. and is used in this Agreement to refer both to Border Connect Inc., as a party to this Agreement, and to the BorderConnect software platform that Border Connect Inc. operates; the intended meaning is determined by context.

Please carefully read the following terms and conditions of use before you use the BorderConnect website at borderconnect.com (the “Web Site”) and the related Services described below. By using the Web Site or any of the Services, you signify that you agree to these terms and conditions of use and any amendments to them (the “Agreement”). If you do not agree to these terms of use, do not use the Web Site or the Services. BorderConnect reserves the right, at its discretion, to change, modify, add, or remove any provisions of this Agreement at any time. If you continue to use the Web Site or the Services after the posting of any changes, this signifies that you agree to the changes.

This Agreement constitutes the entire agreement between you and BorderConnect and supersedes any prior agreements between you and BorderConnect regarding the use and contents of the Web Site and the Services, other than as set forth below. If you are also a party to a Services Agreement with BorderConnect, both you and BorderConnect are bound by the terms of both the Services Agreement and this Agreement, except to the extent the duties under the two agreements may conflict. In the event of a conflict, the duties under the Services Agreement shall take precedence.

BorderConnect also offers optional add-ons that extend the core software with additional functionality. The BorderConnect Mail Client is one such optional add-on. Optional add-ons are not required to use the core BorderConnect software, and you may use BorderConnect without ever enabling them. If you choose to enable an optional add-on, your use of that add-on is governed by this Agreement together with any add-on-specific terms set out in this document — for the Mail Client, see Google Integration & Mail Services; for AI, OCR, and automation features, see AI, OCR & Automation.

Throughout this Agreement, the following capitalized terms have the meanings set out below:

• BorderConnect is a trademark of Border Connect Inc. and is used in this Agreement to refer both to Border Connect Inc., the Ontario corporation that is a party to this Agreement, and to the BorderConnect software platform that Border Connect Inc. operates; the intended meaning is determined by context.
• Services means the BorderConnect website at borderconnect.com, the BorderConnect web application, the mobile eManifest App, the eManifest API, the Mail Client, AI Features, OCR Features, Automation, white-labelled portals operated by BorderConnect, and any related products and services BorderConnect makes available.
• Customer means the business that has registered for a BorderConnect account or otherwise contracted with BorderConnect for the Services.
• Authorized User means an individual the Customer authorizes to access the Services on the Customer’s behalf, such as employees, contractors, drivers, brokers, or coworkers.
• Customer Data means information that the Customer or an Authorized User submits, connects, uploads, transmits, annotates, or otherwise processes through the Services, including manifest data, shipment and trip records, driver and equipment records, supporting documents, connected mailbox content, OCR text, AI outputs, comments, and audit logs.
• Google User Data means data obtained from a connected Google account through Google APIs in connection with the Mail Client.
• Mail Client means the optional BorderConnect Mail Client add-on that connects to a Google account.
• Shared Inbox means a mailbox the Customer makes accessible to multiple Authorized Users through the Mail Client.
• AI Features, OCR Features, and Automation mean features of the Services that use artificial intelligence, optical character recognition, machine learning, or automated workflow execution.
• Outputs means content generated, extracted, classified, summarized, recommended, drafted, linked, or otherwise produced by AI Features, OCR Features, or Automation.
• Subprocessor means a third party engaged by BorderConnect to process Customer Data on BorderConnect’s behalf in connection with the Services.

Where this Agreement uses the term “Web Site,” that term includes the Services as defined above, unless the context clearly requires otherwise.

BorderConnect is committed to protecting your privacy. Any information that BorderConnect obtains through your use of the Services, through any registration process, or otherwise, is subject to our Privacy Policy, which is incorporated into this Agreement by reference. You can view the BorderConnect Privacy Policy here.

4.1 Ownership of Customer Data

As between BorderConnect and the Customer, the Customer owns or controls Customer Data. The Customer is responsible for the accuracy, quality, and legality of Customer Data, for the means by which the Customer or its Authorized Users acquired Customer Data, and for the Customer’s and Authorized Users’ use of Customer Data through the Services.

4.2 License to BorderConnect

The Customer grants BorderConnect a limited, worldwide, non-exclusive, royalty-free license to access, use, process, transmit, store, copy, display, and create derivative technical or operational data from Customer Data solely as needed to: (a) provide, secure, support, improve, and operate the Services; (b) comply with the law; and (c) exercise BorderConnect’s rights and perform its obligations under this Agreement. This license terminates when BorderConnect’s obligation to provide the Services ends, except where retention is required by law, this Agreement, ordinary backups, audit logs, or de-identified analytics.

4.3 No sale; no generalized model training

BorderConnect will not sell Customer Data, share it with advertisers, or use it to train, fine-tune, or otherwise improve generalized AI or machine-learning models, except as expressly permitted under this Agreement or with the Customer’s express opt-in. Google User Data is additionally subject to the restrictions described in Google Integration & Mail Services.

4.4 Subprocessor authorization

The Customer authorizes BorderConnect to use affiliates and Subprocessors — including hosting and infrastructure providers, AI and OCR providers, payment processors, communications providers, analytics providers, and customer support and security tools — to process Customer Data for the purposes described in this Agreement and in the Privacy Policy. BorderConnect will require Subprocessors to maintain confidentiality, security, and use restrictions consistent with this Agreement and applicable law, and remains accountable for Customer Data processed by Subprocessors on BorderConnect’s behalf.

4.5 Customer Data about third parties

Where Customer Data includes personal information about individuals other than the Customer or its Authorized Users — including drivers, brokers, shippers, consignees, vendors, or other contacts — the Customer represents and warrants that it has the rights, permissions, and authority necessary to provide that information to BorderConnect and to authorize the processing described in this Agreement and the Privacy Policy, including any required notices or consents.

4.7 Telephone support and call recording

BorderConnect uses RingCentral, Inc. as its primary cloud telephony provider for sales, support, and customer-service calls, including the toll-free line at 1-800-596-5176. The Customer acknowledges and agrees that, where permitted by applicable law and following any notice provided at the start of the call, telephone communications between the Customer (including its Authorized Users) and BorderConnect personnel may be recorded and stored for the purposes of quality assurance, employee training and evaluation, performance analytics, dispute resolution, and recordkeeping. Call recordings and associated metadata are processed and retained by RingCentral on BorderConnect’s behalf as a Subprocessor under contractual confidentiality, security, and use restrictions consistent with this Agreement and the Privacy Policy, and are accessed only by authorized BorderConnect personnel for the purposes described above. The Customer is responsible for informing its Authorized Users of this practice and, where applicable law requires the consent of additional parties to a recording, for obtaining that consent before initiating or participating in a recorded call. If the Customer or an Authorized User does not wish a call to be recorded, they may instead contact BorderConnect by email at support@borderconnect.com.

4.8 Chat support and chat transcript retention

BorderConnect uses Zoho Corporation Pvt. Ltd., operating the Zoho SalesIQ chat platform, as its primary provider of live chat support for sales, support, and customer-service interactions on the BorderConnect website and web application. The Customer acknowledges and agrees that chat sessions between the Customer (including its Authorized Users) and BorderConnect personnel may be recorded and stored, including the full transcript of messages, the name and email address provided to start or identify the chat, and associated session metadata (such as date, time, page visited, IP address, browser, device, referring URL, and chat-routing or queue information), for the purposes of quality assurance, employee training and evaluation, performance analytics, dispute resolution, and recordkeeping. Chat transcripts, visitor identifiers, and associated metadata are processed and retained by Zoho on BorderConnect’s behalf as a Subprocessor under contractual confidentiality, security, and use restrictions consistent with this Agreement and the Privacy Policy, and are accessed only by authorized BorderConnect personnel for the purposes described above. The Customer is responsible for informing its Authorized Users of this practice. If the Customer or an Authorized User does not wish a chat to be recorded, they may instead contact BorderConnect by email at support@borderconnect.com.

4.9 Payment processing

BorderConnect uses Stripe, Inc. as its primary payment processor for subscription billing and for invoice and balance payments the Customer submits through the Make a Payment page and other payment flows within the BorderConnect application. The Customer acknowledges and agrees that payment-card numbers, CVV codes, bank-account numbers, and similar payment credentials are entered into Stripe’s secure, PCI DSS-compliant payment form and are transmitted directly to Stripe; such payment credentials are not stored on BorderConnect servers. BorderConnect retains only a tokenized reference to the payment method, the card brand and last four digits, the cardholder name and billing address, the transaction amount and currency, the Stripe transaction identifier, and the payment status, which BorderConnect processes for billing, reconciliation, refunds, chargeback handling, fraud prevention, and recordkeeping. Stripe processes payment information as an independent controller and processor under its own privacy notice and merchant terms available at stripe.com/privacy, in addition to acting as a Subprocessor on BorderConnect’s behalf for the limited information BorderConnect provides to Stripe to initiate and reconcile transactions. The Customer represents and warrants that it is authorized to use any payment instrument submitted through the Make a Payment page or other payment flows and authorizes BorderConnect to charge that instrument for the amounts indicated. All payments are non-refundable except as expressly required by this Agreement or applicable law.

4.10 Cross-border processing

The Customer acknowledges that Customer Data may be processed and stored in Canada, the United States, Mexico, and other jurisdictions where BorderConnect or its Subprocessors operate, and that data processed outside the Customer’s jurisdiction may be subject to the laws of those jurisdictions, including lawful access by courts, law enforcement, regulators, and national security authorities. See also the Privacy Policy.

5.1 Account administration

The Customer is responsible for: (a) configuring permissions, roles, and access controls within its BorderConnect account; (b) approving and revoking Authorized User access when individuals join, leave, or change roles; (c) maintaining the confidentiality of login credentials, API keys, and OAuth credentials; and (d) all activity occurring under the Customer’s account, whether or not specifically authorized by the Customer.

5.2 Mailboxes and Shared Inboxes

The Customer is responsible for determining which mailboxes, Shared Inboxes, messages, attachments, annotations, comments, assignments, and related data are made available to Authorized Users through the Services. The Customer represents and warrants that it has all rights, permissions, and authority necessary to connect each mailbox or Shared Inbox, to authorize BorderConnect to access it, and to make mailbox content available to Authorized Users.

The Customer is responsible for obtaining any required consents or notices from personnel, customers, vendors, drivers, brokers, shippers, consignees, and other third parties whose information is processed through the Services, including notices required by applicable workplace, privacy, or employment law.

5.3 Visibility within the Customer’s account

The Customer acknowledges that, depending on configuration and user permissions, Authorized Users in the same BorderConnect account may be able to view trips, shipments, equipment, connected mailbox content, attachments, OCR text, extracted fields, annotations, comments, assignments, workflow status, and audit logs. The Customer is responsible for configuring permissions accordingly.

6.1 Transmission, not advice

The Services include the transmission of electronic manifests and related messages to government agencies such as U.S. Customs and Border Protection (CBP) and the Canada Border Services Agency (CBSA) on behalf of the Customer. BorderConnect transmits the information that the Customer or its Authorized Users provide. Unless a separate written engagement expressly states otherwise, BorderConnect does not act as a customs broker, customs consultant, legal advisor, or accountant, and BorderConnect does not provide legal, customs, tax, or compliance advice through the Services.

6.2 Accuracy and responsibility

The Customer is responsible for ensuring the accuracy, completeness, and timeliness of all information submitted through the Services to any government agency, and for the legal and regulatory consequences of those submissions, including fines, penalties, holds, delays, re-examinations, and amendments. BorderConnect is not responsible for errors or omissions in Customer-provided data, nor for the actions or decisions of any government agency in response to a submission.

6.3 Irreversibility of government submissions

Once data has been transmitted to a government agency, it is governed by that agency’s laws and policies. BorderConnect cannot retract, modify, or delete data that the Customer has already transmitted to CBP, CBSA, or any other agency. Corrections must be made by submitting an amendment through the appropriate program.

6.4 Recordkeeping

The Customer is responsible for complying with all applicable customs recordkeeping requirements in respect of its cross-border operations. BorderConnect’s retention practices are described in the Privacy Policy and are not a substitute for the Customer’s own recordkeeping obligations.

The BorderConnect Mail Client is an optional add-on to our core software. This section applies only if you choose to enable the Mail Client and connect a Google account to it. By initiating the Google OAuth flow and connecting your Google account, you agree to the additional terms set out in this section, in addition to the rest of this Agreement.

8.1 Nature of the features

The Services include AI Features, OCR Features, and Automation that may process Customer Data — including documents, attachments, email content, shipment and trip information, and metadata — to deliver functionality such as text extraction, field extraction, classification, summarization, drafting, error detection, workflow assistance, and automated execution of user-configured rules. These features rely on third-party Subprocessors such as OpenAI, Anthropic, and Google, as further described in the Privacy Policy.

8.2 No training on Customer Data

BorderConnect does not permit AI Subprocessors to use Customer Data or Google User Data to train, fine-tune, or otherwise improve generalized AI or machine-learning models, except where the Customer has expressly opted in or agreed otherwise in a separate written agreement. Google User Data is additionally subject to the Limited Use restrictions in Section 7.2.

8.3 Outputs are provided “as is”

Outputs may be inaccurate, incomplete, delayed, biased, or unsuitable for a particular purpose. Outputs are not legal, customs-brokerage, tax, accounting, or other professional advice. The Customer and its Authorized Users are solely responsible for reviewing and approving Outputs before relying on them for customs filings, financial decisions, regulatory submissions, safety decisions, employment decisions, or external communications. Without limiting Section 11 (Warranty Disclaimer), BorderConnect makes no representations or warranties about the accuracy, completeness, or fitness of any Output for any purpose.

8.4 Agentic actions

Some Automation can take actions on the Customer’s behalf — including sending messages, modifying records, transmitting manifests, applying labels, or interacting with third-party services — using rules, credentials, integrations, or permissions configured by the Customer or its Authorized Users. Unless a feature is expressly configured by the Customer for automatic execution, AI-generated actions are suggestions that require human approval. Where the Customer enables automatic execution, the Customer is responsible for: (a) the configuration of those rules and any unintended consequences thereof; (b) monitoring the results of Automation; and (c) all actions taken using the Customer’s account, credentials, integrations, or permissions, whether initiated by a human user, by Automation, or by an Output.

8.5 Provider terms

AI Features and OCR Features rely on third-party providers whose terms may change over time and whose services may experience outages, errors, rate limiting, or changes in functionality. BorderConnect configures these providers in line with the commitments in this Agreement and the Privacy Policy, but is not responsible for the acts, omissions, or service interruptions of any AI or OCR Subprocessor.

8.6 Ownership of Outputs

As between BorderConnect and the Customer, the Customer owns or controls Outputs that are generated for the Customer through use of the Services, to the extent the Customer would own or control the underlying Customer Data. The Customer is responsible for ensuring that its use of Outputs does not violate any third-party right, including intellectual property, privacy, or publicity rights. BorderConnect retains all rights in its pre-existing technology, software, workflow logic, system prompts, prompt templates, model configurations, tools, and other materials used to provide the Services, excluding Customer Data and Outputs.

8.7 Automated customs and government submissions

Automation will not submit, amend, cancel, or otherwise transmit customs filings, manifests, in-bond filings, or other government submissions on the Customer’s behalf unless the Customer has expressly enabled that automation for the specific workflow or filing type within the Services. The Customer is responsible for reviewing, approving, monitoring, and auditing any automated government-submission workflow it enables, for the configuration of related rules, and for the legal and regulatory consequences of any submission made under it. The Customer may disable any such automation at any time through the controls provided in the Services.

The Customer and its Authorized Users agree that they will not use the Services to:

• Violate any applicable law or regulation, including customs, anti-spam, export-control, sanctions, privacy, employment, or anti-fraud laws.
• Submit false, misleading, or fraudulent manifest, shipment, customs, or other data through the Services.
• Send unsolicited bulk mail, spam, phishing messages, chain letters, or other unwanted communications.
• Distribute malware, viruses, ransomware, or other harmful code.
• Impersonate any person or entity, or misrepresent your affiliation with a person or entity.
• Harvest, scrape, or extract data, contacts, or email addresses in bulk for purposes unrelated to the Customer’s legitimate use of the Services.
• Circumvent or attempt to circumvent rate limits, quotas, security controls, authentication, or other technical restrictions imposed by BorderConnect, Google, or any other provider.
• Access the Services other than through interfaces and instructions BorderConnect provides, reverse engineer the Services, or use the Services to develop a competing product.
• Use Outputs in a manner that violates any third-party right, including intellectual property, privacy, or publicity rights.
• Use the Services in a way that interferes with their normal operation or with any other user’s use of them.
• Violate the Google API Services User Data Policy, Gmail’s acceptable-use policies, the Google Terms of Service, or any applicable anti-spam law (including, without limitation, the U.S. CAN-SPAM Act and Canada’s Anti-Spam Legislation, “CASL”).

The Customer is solely responsible for ensuring that its and its Authorized Users’ use of the Services complies with all applicable laws and with the policies of Google and any other third party whose services are accessed through the Services.

You agree that content available through the Web Site and the Services — including without limitation text, graphics, software, models, prompts, weights, music, sound, photographs, and videos, and content provided by suppliers, sponsors, or third-party advertisers of or on the Web Site — may be protected by copyrights, trademarks, website marks, patents, trade secrets, or other proprietary rights and laws.

Unless you are expressly authorized by BorderConnect or the applicable supplier, sponsor, or advertiser, you agree not to copy, modify, rent, lease, loan, sell, assign, distribute, license, reverse engineer, or create derivative works based on the Web Site, the Services, or any content (including any software, models, prompts, or weights) made available through them. You agree not to sell, resell, reproduce, duplicate, copy, or use for any commercial purposes any portion of the Web Site or the Services, or your use of or access to the Web Site or the Services. Nothing in this Section limits the Customer’s ownership of, or rights in, Customer Data as described in Section 4.

Trademarks. “BorderConnect” is a trademark of Border Connect Inc. Other names, logos, product names, and feature names used on or in connection with the Services are trademarks or service marks of Border Connect Inc. and may not be copied, imitated, or used, in whole or in part, without Border Connect Inc.’s prior written permission, except as expressly permitted by this Agreement. All other trademarks, service marks, and trade names are the property of their respective owners.

In plain terms: the Services are provided on an “as is” and “as available” basis. BorderConnect makes no promises about uptime, error-free operation, the accuracy of Outputs, or the results the Customer will obtain. The detailed disclaimer follows.

In plain terms: BorderConnect is not liable for indirect or consequential damages, and its total liability is capped at the fees paid for the Services in the twelve months before the claim. The Customer agrees to hold BorderConnect harmless for losses arising from its own conduct, Customer Data, use of Outputs, and customs and government submissions. The full legally required language follows.

The allocation of risk between the Customer and BorderConnect is set out in Section 11 (Warranty Disclaimer) and Section 12 (Liability Limitations & Indemnification). Nothing in this Agreement limits rights or remedies that cannot be waived or excluded under applicable law.

14.1 Termination by the Customer

The Customer may terminate this Agreement and stop using the Services at any time, subject to any term commitment in a separate Services Agreement and to any unpaid fees that have accrued through the date of termination.

14.2 Termination by BorderConnect

BorderConnect may suspend, restrict, or terminate access to the Services, in whole or in part, immediately and without prior notice if:

• The Customer or an Authorized User breaches this Agreement, including the Acceptable Use provisions in Section 9.
• BorderConnect reasonably believes such action is necessary to comply with the law, to respond to lawful process, to investigate suspected fraud, abuse, or security risk, or to protect BorderConnect, its customers, or third parties.
• Google, a customs authority, or another Subprocessor or regulator requires it.
• BorderConnect discontinues the Services or a feature, in whole or in part.
• Fees owed to BorderConnect are not paid when due.

BorderConnect will provide reasonable notice where practical.

14.3 Effect of termination

Upon termination: (a) the Customer’s right to access the Services ends; (b) BorderConnect’s license to process Customer Data ends, except where retention is required by law, this Agreement, ordinary backups, billing or audit records, or de-identified analytics; and (c) sections of this Agreement that by their nature should survive termination — including those addressing Customer Data ownership, fees and payment, warranty disclaimers, limitation of liability, indemnification, intellectual property, governing law, and miscellaneous — will survive.

14.4 Customer Data after termination

BorderConnect will make Customer Data available for export for a reasonable period after termination, subject to applicable retention requirements. Following that period, BorderConnect will delete Customer Data in the ordinary course, except that copies may persist in routine backups and audit logs until those expire on their normal cycle.

The Web Site, the Services, or third parties on the Web Site or within the Services, may provide links to or integrations with other sites or resources over which BorderConnect has no control. BorderConnect has no responsibility for, and no liability for, the availability of such external sites or resources, or for the content, advertising, products, or other materials available through them.

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without giving effect to conflict-of-laws provisions. You and BorderConnect agree to submit to the personal and exclusive jurisdiction of the courts located within the County of Essex, Ontario.

If any provision of this Agreement is found by a court or other binding authority to be invalid, you agree that every attempt shall be made to give effect to the parties’ intentions as reflected in that provision, and the remaining provisions of this Agreement shall continue in full force and effect.

You agree that any claim or cause of action arising out of your use of the Web Site, the Services, or this Agreement must be filed within one year after such claim or cause of action arose, or it shall forever be barred — notwithstanding any statute of limitations or other law to the contrary. Any failure by BorderConnect to enforce or exercise any provision of this Agreement or related right shall not constitute a waiver of that right or provision.