The agreement governing your subscription to BN Reports.
Version 1.0 · Effective August 13, 2026 · Last updated August 13, 2026
Scope of the current Services. This Agreement is drafted to cover the BN Reports platform broadly, and describes capabilities that are not offered at present. The following are not part of the Services and are not sold, provided or made available, and no provision of this Agreement shall be read as an undertaking to provide them: organization accounts, team accounts, administrative controls over other users, and multi-user access of any kind (Article 7 and related provisions); enterprise plans, enterprise authentication and single sign-on; and application programming interface access. Subscriptions are sold to a single named user. Where any of these is made available in future, it will be on terms agreed in writing at that time.
Where a provision of this Agreement or of an incorporated policy applies only to a capability listed above, that provision has no effect until the capability is offered.
This Master Subscription Agreement ("Agreement") establishes the legally binding terms governing access to and use of the BN Reports software platform and related services. The Agreement is intended to provide a comprehensive contractual framework for commercial users located in Canada, the United States, and other jurisdictions where BN Reports lawfully offers its Services. Unless otherwise expressly stated, all capitalized terms used throughout this Agreement shall have the meanings assigned in this Article.
For purposes of this Agreement:
"Account"
means the registered user profile created to access the Services, including all associated credentials, subscription information, permissions, preferences, settings, inspection data, communications, and activity history.
"Administrator"
means an individual authorized by a Customer to manage an Organization Account, assign permissions, purchase subscriptions, manage Users, configure settings, and otherwise administer access to the Services.
"Affiliate"
means any corporation, partnership, limited liability company, or other legal entity that directly or indirectly controls, is controlled by, or is under common control with another entity.
"Agreement"
means this Master Subscription Agreement together with any schedules, exhibits, amendments, order forms, supplemental policies, and documents expressly incorporated by reference.
"AI"
means artificial intelligence technologies, including machine learning models, natural language processing systems, large language models, computer vision technologies, predictive analytics, automation systems, and similar technologies utilized by BN Reports.
"AI Output"
means any narrative, recommendation, description, summary, report language, suggestion, calculation, image analysis, automation result, workflow recommendation, or other content generated in whole or in part through AI Services.
"AI Services"
means any feature or functionality utilizing artificial intelligence made available through the Services, whether developed by BN Reports or provided through approved third-party providers.
"API"
means any application programming interface made available by BN Reports for integration with third-party software or services.
"Applicable Law"
means all applicable federal, provincial, territorial, state, municipal, local, regulatory, administrative, judicial, or governmental laws, statutes, regulations, ordinances, directives, codes, rules, orders, and legally binding requirements applicable to either party.
"Authorized User"
means any individual authorized by the Customer to access and use the Services pursuant to an active Subscription.
"BN Reports"
means BN Reports Inc., its successors, subsidiaries, affiliates, officers, directors, employees, contractors, licensors, and authorized representatives.
"Business Day"
means any day other than Saturday, Sunday, or a statutory holiday recognized in Ontario, Canada.
"Confidential Information"
means any non-public information disclosed by either party, whether oral, written, electronic, visual, or otherwise, including software, source code, algorithms, business plans, pricing, customer information, trade secrets, financial information, product roadmaps, security procedures, and technical documentation. Confidential Information does not include information that: (a) becomes publicly available through no breach of this Agreement; (b) was lawfully known prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is lawfully obtained from an independent third party.
"Content"
means all information uploaded, created, submitted, generated, transmitted, stored, processed, displayed, or maintained within the Services, including inspection reports, photographs, videos, thermal images, drone imagery, audio recordings, notes, templates, comments, forms, checklists, documents, communications, and attachments.
"Customer"
means any individual, sole proprietor, corporation, partnership, limited liability company, government agency, non-profit organization, educational institution, inspection company, franchise, or other legal entity that purchases, subscribes to, or otherwise accesses the Services.
"Customer Data"
means all data, files, inspection reports, photographs, videos, comments, templates created by the Customer, contact information, inspection findings, uploaded documents, metadata, and other information submitted to the Services by or on behalf of a Customer.
"Documentation"
means user guides, technical manuals, implementation guides, online help materials, support articles, API documentation, knowledge base articles, training materials, and other documentation made available by BN Reports regarding the Services.
"Effective Date"
means the earliest date on which the Customer accepts this Agreement, creates an Account, accesses the Services, executes an Order Form, or otherwise indicates acceptance of this Agreement.
"Inspection Report"
means any report, checklist, narrative, summary, document, or deliverable created using the Services relating to the condition, inspection, evaluation, or assessment of residential, commercial, industrial, agricultural, or other real property.
"Intellectual Property Rights"
means all worldwide rights relating to copyrights, patents, trademarks, service marks, trade dress, industrial designs, trade secrets, database rights, moral rights, know-how, inventions, software, algorithms, source code, object code, domain names, proprietary processes, and all other intellectual property rights whether registered or unregistered.
"Order Form"
means any subscription agreement, quotation, purchase order, invoice, online checkout, proposal, renewal document, or similar document identifying the applicable Subscription and commercial terms.
"Organization"
means a company, inspection firm, franchise, partnership, corporation, government agency, educational institution, or other entity maintaining one or more Accounts for Authorized Users.
"Professional Judgment"
means the independent knowledge, experience, expertise, observations, analysis, and decision- making exercised by a licensed, certified, or otherwise qualified home inspector or inspection professional. Professional Judgment cannot be replaced or overridden by the Services or AI Services.
"Services"
means the BN Reports software platform and all related products, features, applications, websites, mobile applications, APIs, cloud services, AI Services, support services, integrations, updates, upgrades, documentation, and associated technologies made available by BN Reports.
"Subscription"
means the Customer's purchased right to access and use the Services for the applicable Subscription Term, subject to this Agreement.
"Subscription Term"
means the duration of a Subscription as specified in an applicable Order Form or subscription plan, including any renewal periods.
"Third-Party Service"
means any product, software, website, payment processor, AI provider, cloud hosting provider, communication platform, CRM, accounting platform, calendar application, mapping service, integration platform, or other service not owned or operated by BN Reports but capable of interacting with the Services.
"User"
means any Authorized User, Administrator, Customer, employee, contractor, agent, representative, or other individual accessing the Services.
"Website"
means the BN Reports website, customer portal, mobile applications, web applications, APIs, documentation sites, and all associated domains owned or operated by BN Reports.
Unless the context clearly requires otherwise: 1. References to the singular include the plural and vice versa. 2. References to one gender include all genders. 3. The words "including," "includes," and "include" shall be interpreted to mean "including without limitation." 4. Headings are for convenience only and do not affect interpretation. 5. References to Applicable Law include future amendments and successor legislation. 6. Any ambiguity shall not be interpreted against the drafting party solely because that party prepared this Agreement. 7. References to Articles, Sections, or Schedules are references to this Agreement unless otherwise specified. End of Article 1 This establishes the defined terms that will be used consistently throughout the rest of the MSA and supporting legal documents. Subsequent articles will build on these definitions to avoid repetition and maintain a coherent legal framework.
BN REPORTS MASTER SUBSCRIPTION AGREEMENT Version 1.0 (Draft)
This Master Subscription Agreement ("Agreement") is a legally binding contract between BN Reports and the Customer governing access to and use of the Services. By accessing, browsing, registering for, purchasing, subscribing to, or otherwise using any portion of the Services, the Customer acknowledges that they have read, understood, and agree to be legally bound by this Agreement and all documents expressly incorporated by reference. If the Customer does not agree to every term of this Agreement, the Customer shall not access or use the Services.
The Customer accepts this Agreement by any one or more of the following actions: (a) creating a BN Reports Account; (b) clicking any button or checkbox indicating acceptance of this Agreement; (c) executing an Order Form, quotation, subscription agreement, or similar document; (d) purchasing a Subscription; (e) downloading, installing, or accessing any BN Reports software, website, or mobile application; (f) accessing or using any portion of the Services following publication of this Agreement; (g) authorizing another individual to accept this Agreement on the Customer's behalf; or
(h) otherwise demonstrating assent through electronic or written means recognized under Applicable Law. No handwritten signature shall be required for this Agreement to become legally binding.
To the fullest extent permitted by Applicable Law, electronic signatures, electronic acceptance, click-through agreements, electronic acknowledgements, and similar methods of acceptance shall have the same legal force and effect as handwritten signatures. The Customer expressly waives any defense based solely upon the electronic nature of acceptance.
If the Customer is accepting this Agreement on behalf of:
the individual accepting this Agreement represents and warrants that they possess full legal authority to bind that entity. If such authority does not exist, the individual accepting this Agreement may be personally responsible for any resulting obligations or liabilities.
The Services are designed primarily for commercial and professional use by home inspectors, property inspectors, engineering professionals, consultants, contractors, businesses, and organizations. Nothing in this Agreement shall be interpreted as creating a consumer warranty beyond those required under Applicable Law.
The Customer represents and warrants that every User: (a) is at least the age of majority within their jurisdiction; or (b) possesses full legal capacity to enter into binding contracts. Individuals lacking legal capacity shall not use the Services.
Continued access to or use of the Services following any update, amendment, modification, or revision to this Agreement constitutes acceptance of the revised Agreement. If the Customer does not agree to a revised Agreement, the Customer must discontinue use of the Services before the effective date of the revision.
The following documents are incorporated into and form part of this Agreement:
Billing, renewal and refunds are governed by Articles 9, 11 and 14 of this Agreement; security by Article 28; and service availability, support and maintenance by Article 27. No separate Billing, Security or Service Level policy is issued, and none is incorporated by reference.
In the event of a conflict between this Agreement and any incorporated policy, the terms of this Agreement shall prevail unless expressly stated otherwise.
This Agreement governs the entire contractual relationship between BN Reports and the Customer regarding the Services unless superseded by a separately executed written agreement signed by authorized representatives of both parties. Purchase orders, procurement documents, customer-generated terms and conditions, or similar documents shall not modify this Agreement unless expressly accepted in writing by BN Reports.
Customers accessing the Services from outside Canada acknowledge that they are solely responsible for compliance with all Applicable Laws within their jurisdiction. BN Reports makes no representation that the Services are appropriate or lawful for use in every jurisdiction.
The Customer agrees to use the Services only in accordance with:
Nothing within the Services shall be interpreted as legal advice, regulatory approval, or authorization to practice any regulated profession.
The Customer acknowledges that BN Reports provides software tools designed to assist inspection professionals. The Services do not replace professional judgment, field observations, experience, training, licensing requirements, or independent decision-making. The Customer remains solely responsible for:
BN Reports shall not be responsible for inspection decisions made by Users.
BN Reports does not perform home inspections, engineering services, architectural services, environmental consulting, building code enforcement, legal services, insurance services, or any other regulated professional service.
Use of the Services does not create a professional-client relationship between BN Reports and the Customer's clients.
Except for the limited rights expressly granted under this Agreement, BN Reports reserves all rights, title, and interests in and to the Services, including all Intellectual Property Rights. No rights are granted by implication, estoppel, waiver, or otherwise.
Acceptance of this Agreement shall remain effective throughout the Subscription Term and shall survive renewal, reinstatement, modification, migration to another subscription plan, or continued use of the Services until terminated in accordance with this Agreement.
The parties acknowledge that they have expressly requested that this Agreement and all related documents be drafted in the English language. Les parties reconnaissent avoir expressément demandé que la présente convention ainsi que tous les documents qui s'y rattachent soient rédigés en langue anglaise.
This Agreement becomes effective immediately upon the earliest occurrence of any acceptance event described in Section 2.2 and remains in force until terminated in accordance with this Agreement.
BN REPORTS MASTER SUBSCRIPTION AGREEMENT Version 1.0 (Draft)
The Services are intended solely for individuals and organizations legally capable of entering into binding contracts under Applicable Law. By accessing or using the Services, the Customer represents and warrants that they satisfy all eligibility requirements set forth in this Agreement. BN Reports reserves the right to deny access to any individual or entity that does not meet these eligibility requirements.
The Customer represents, warrants, and covenants that: (a) all information provided to BN Reports is complete, accurate, current, and not misleading; (b) the Customer has the legal capacity and authority to enter into this Agreement; (c) the Customer will maintain accurate account information throughout the Subscription Term; (d) use of the Services will comply with all Applicable Laws, regulations, licensing requirements, and professional standards; (e) all Users accessing the Services have been properly authorized by the Customer; and (f) the Customer will promptly notify BN Reports of any material change affecting the accuracy of the foregoing representations.
Where the Customer is a corporation, partnership, limited liability company, sole proprietorship, franchise, government agency, non-profit organization, educational institution, or other legal entity, the individual accepting this Agreement represents and warrants that they possess full authority to bind such entity. BN Reports shall be entitled to rely upon such representation without further investigation.
If an individual accepts this Agreement without proper authority to bind an organization, that individual may be held personally responsible for all obligations, liabilities, fees, damages, and costs arising under this Agreement to the extent permitted by Applicable Law.
The Customer agrees to provide accurate and complete registration information, including:
The Customer shall promptly update such information whenever changes occur.
BN Reports may, at its sole discretion, request documentation reasonably necessary to verify:
Failure to provide requested verification within a reasonable period may result in suspension or termination of the Account.
The Customer is solely responsible for: (a) all Users accessing the Services under its Subscription; (b) ensuring Users comply with this Agreement; (c) supervising User activity; (d) promptly revoking access for unauthorized Users; (e) maintaining appropriate internal security controls; and (f) all actions or omissions occurring through the Customer's Account, whether authorized or unauthorized, except where caused solely by BN Reports' gross negligence or willful misconduct.
Where an Organization purchases a Subscription, the Organization shall designate one or more Administrators. Administrators may:
The Organization is solely responsible for actions taken by its Administrators.
The Customer shall maintain the confidentiality of all usernames, passwords, authentication credentials, API keys, recovery codes, and other security credentials. The Customer agrees to: (a) use commercially reasonable measures to protect account credentials; (b) implement strong password practices; (c) enable multi-factor authentication where available; (d) immediately notify BN Reports of any suspected unauthorized access; and (e) immediately change compromised credentials. BN Reports shall not be liable for losses arising from the Customer's failure to safeguard account credentials.
The Customer shall not:
Reports.
Where Applicable Law requires professional licensing, certification, registration, insurance, or other qualifications to perform inspections or related services, the Customer is solely responsible for maintaining such credentials. BN Reports does not verify, monitor, endorse, or guarantee the licensing status of any User.
The Customer is solely responsible for complying with all applicable:
Use of the Services does not relieve the Customer of any professional duty or legal obligation.
The Services may not be available in all jurisdictions.
The Customer represents and warrants that access to and use of the Services is lawful within the jurisdiction from which they access the Services. BN Reports reserves the right to restrict or discontinue access in any jurisdiction where providing the Services would violate Applicable Law or create unreasonable legal, regulatory, or commercial risk.
The Customer represents and warrants that neither the Customer nor any User is: (a) located in a country or territory subject to comprehensive trade sanctions that prohibit the provision of the Services; (b) identified on any applicable governmental sanctions, denied persons, or restricted parties list; or (c) using the Services in violation of applicable export control or sanctions laws. The Customer agrees not to export, re-export, transfer, or otherwise make the Services available in violation of Applicable Law.
The Customer acknowledges that BN Reports does not provide professional liability insurance, errors and omissions insurance, general liability insurance, cyber insurance, or any other insurance coverage for the Customer. The Customer remains solely responsible for obtaining and maintaining any insurance required by law, contract, or prudent business practice.
The Customer acknowledges that it has entered into this Agreement based upon its own independent evaluation of the Services and has not relied upon any oral statement, representation, estimate, forecast, marketing material, or promise not expressly contained within this Agreement or a separately executed written agreement signed by authorized representatives of BN Reports.
BN Reports reserves the right to reject, suspend, limit, or terminate any Account where BN Reports reasonably determines that: (a) the Customer is ineligible; (b) the Customer has provided false information; (c) continued access presents a legal, regulatory, security, or reputational risk; or (d) continued access would violate Applicable Law or this Agreement. Any such action shall be exercised in accordance with Article 13 (Suspension and Termination).
The representations, warranties, acknowledgements, and obligations contained in this Article shall survive termination or expiration of this Agreement to the extent necessary to enforce the rights and obligations of the parties.
BN REPORTS MASTER SUBSCRIPTION AGREEMENT Version 1.0 (Draft)
Subject to the Customer's compliance with this Agreement and timely payment of all applicable fees, BN Reports grants the Customer a limited, non-exclusive, non-transferable, non- sublicensable, revocable right to access and use the Services during the applicable Subscription Term solely for the Customer's internal business operations and professional inspection activities. The Services are provided as a cloud-based Software-as-a-Service ("SaaS") platform and may include web applications, mobile applications, artificial intelligence features, cloud storage, report generation tools, scheduling tools, automation features, integrations, application programming interfaces (APIs), customer support, and other related services made available by BN Reports.
Depending upon the Subscription selected, the Services may include, without limitation: (a) Home inspection report writing; (b) Commercial inspection report writing; (c) Report templates; (d) Narrative libraries; (e) Artificial intelligence assisted report writing; (f) Voice-to-text functionality; (g) Photo management;
(h) Video uploads and management; (i) Thermal image management; (j) Drone image management; (k) PDF report generation; (l) HTML report publishing; (m) Cloud synchronization; (n) Offline inspection capabilities where available; (o) Mobile inspection applications; (p) Scheduling tools; (q) Workflow automation; (r) Customer relationship management (CRM) functionality; (s) Payment processing integrations; (t) Calendar integrations; (u) Third-party software integrations; (v) Inspection analytics; (w) Team collaboration features; (x) Customer communication tools; (y) Data migration tools; and (z) any additional functionality introduced by BN Reports from time to time. Availability of specific features depends upon the Customer's Subscription plan.
BN Reports may offer multiple Subscription plans with differing:
BN Reports reserves the right to modify Subscription offerings prospectively in accordance with Article 37.
During the Subscription Term, BN Reports grants the Customer a limited license to access and use the Services solely for the Customer's own lawful business purposes. No ownership rights are transferred to the Customer. All rights not expressly granted remain the exclusive property of BN Reports.
The Services are licensed and not sold. Purchase of a Subscription does not transfer ownership of:
BN Reports may, at its sole discretion:
any portion of the Services provided such modifications do not materially reduce the overall functionality of the Customer's Subscription during an active Subscription Term, except where required for security, legal compliance, or technical necessity.
Certain Services utilize Artificial Intelligence ("AI").
AI functionality may include:
AI Services are intended solely as productivity tools and shall never replace the Customer's independent professional judgment. The Customer remains solely responsible for reviewing, verifying, editing, approving, and issuing all Inspection Reports.
The Services may integrate with Third-Party Services including, without limitation:
BN Reports does not control Third-Party Services and is not responsible for their availability, security, functionality, pricing, or performance. Use of Third-Party Services is governed by the applicable third-party terms and privacy policies.
BN Reports shall use commercially reasonable efforts to make the Services available on a continuous basis. However, the Customer acknowledges that temporary interruptions may occur due to:
Such interruptions shall not constitute a breach of this Agreement.
BN Reports may designate certain functionality as:
Beta Features are provided "AS IS" and may:
Use of Beta Features is entirely voluntary.
The Customer retains ownership of Customer Data uploaded to the Services. By uploading Customer Data, the Customer grants BN Reports a limited worldwide license to host, process, store, transmit, back up, analyze, display, and otherwise use such Customer Data solely to: (a) provide the Services; (b) improve functionality; (c) provide customer support; (d) maintain security; (e) develop new features using anonymized and aggregated data where permitted by Applicable Law; and (f) comply with legal obligations. This license terminates upon deletion of Customer Data except to the extent retention is required by law, backup procedures, dispute resolution, or this Agreement.
BN Reports reserves the right to: (a) introduce new features; (b) retire obsolete functionality; (c) improve user interfaces; (d) enhance AI capabilities; (e) improve security; (f) modify APIs; (g) change infrastructure providers; (h) introduce new integrations; (i) discontinue unsupported technologies; and (j) otherwise evolve the Services in the ordinary course of business. Material changes affecting Subscription functionality shall be communicated in accordance with Article 37.
Subscription plans may include reasonable limitations regarding:
BN Reports reserves the right to implement technical safeguards to enforce such limits.
Where Services include features described as "unlimited," such access remains subject to reasonable commercial use. The Customer shall not use the Services in any manner that: (a) materially degrades platform performance; (b) interferes with other Customers; (c) circumvents technical safeguards; (d) exploits system resources beyond ordinary business use; or (e) constitutes abusive, fraudulent, or excessive usage. BN Reports may require migration to an Enterprise Subscription or implement reasonable usage controls where necessary to protect platform stability.
BN Reports does not guarantee that use of the Services will:
Any examples, demonstrations, testimonials, marketing materials, or projections are illustrative only and do not constitute warranties or guarantees.
The Customer acknowledges that the Services are tools designed to assist qualified professionals. BN Reports does not:
The Customer remains solely responsible for every Inspection Report issued using the Services.
BN Reports reserves the right to:
(a) suspend or restrict specific features; (b) refuse access to particular functionality; (c) discontinue obsolete products; (d) implement security controls; (e) establish usage policies; (f) modify infrastructure; (g) replace technology providers; and (h) otherwise manage the Services in a commercially reasonable manner. Nothing in this Agreement obligates BN Reports to continue any specific feature indefinitely.
The Customer acknowledges that software platforms continuously evolve. Accordingly, BN Reports may improve, redesign, modernize, replace, or expand the Services throughout the Subscription Term to enhance performance, security, usability, compliance, and customer experience. Such evolution shall not constitute a breach of this Agreement provided the core functionality of the applicable Subscription is not materially diminished without reasonable notice.
BN REPORTS MASTER SUBSCRIPTION AGREEMENT Version 1.0 (Draft)
Subject to the Customer's continued compliance with this Agreement and timely payment of all applicable Subscription Fees, BN Reports grants the Customer a limited, revocable, non-exclusive, non-transferable, non- sublicensable license to access and use the Services during the applicable Subscription Term solely for the Customer's internal business operations and professional inspection activities. This license grants only the rights expressly stated in this Agreement. All other rights are reserved by BN Reports.
The license granted under this Agreement permits the Customer to: (a) access the BN Reports platform through approved web browsers, desktop applications, and mobile applications; (b) create, edit, manage, store, export, and distribute Inspection Reports generated through the Services; (c) upload Customer Data for processing within the Services;
(d) utilize AI-powered features included within the Customer's Subscription; (e) access Documentation provided by BN Reports; (f) integrate approved Third-Party Services where supported; (g) authorize Approved Users to use the Services in accordance with the applicable Subscription; and (h) otherwise use the Services solely for their intended purpose.
Except as expressly authorized by BN Reports in writing, the Customer shall not: (a) copy, reproduce, distribute, publish, lease, rent, sublicense, sell, assign, or otherwise commercialize any portion of the Services; (b) modify, adapt, translate, or create derivative works of the Services; (c) reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive the source code, algorithms, architecture, AI models, or underlying technology of the Services; (d) circumvent or disable any security feature, access control, encryption, license key, or technical limitation implemented by BN Reports; (e) remove, obscure, or alter copyright, trademark, proprietary notices, or branding contained within the Services; (f) access the Services to build, develop, train, improve, or assist a competing product or service; (g) scrape, crawl, harvest, or extract data, content, or metadata from the Services using automated means without BN Reports' prior written consent; (h) benchmark or publicly disclose performance testing results of the Services without BN Reports' written authorization;
(i) use the Services for any unlawful, fraudulent, deceptive, or malicious purpose; (j) interfere with or disrupt the integrity, performance, or security of the Services; (k) upload malicious code, malware, ransomware, spyware, viruses, or other harmful software; (l) exceed Subscription limitations through technical workarounds or unauthorized methods; or (m) knowingly permit any third party to engage in any of the foregoing activities.
The Customer acknowledges and agrees that BN Reports and its licensors retain all right, title, and interest in and to the Services, including all Intellectual Property Rights. Nothing contained in this Agreement transfers ownership of: software; source code; object code; databases; AI models; algorithms; workflows; templates supplied by BN Reports; Documentation;
APIs; trademarks; trade names; logos; copyrights; patents; trade secrets; or any other proprietary rights. The Customer acquires only the limited license expressly granted under this Article.
The Customer retains ownership of all Customer Data uploaded to or created within the Services. Nothing in this Agreement transfers ownership of Customer Data to BN Reports. Subject to Article 19 (Customer Data) and Article 20 (Privacy & Data Protection), the Customer grants BN Reports only the limited rights necessary to provide, maintain, secure, and improve the Services.
Subject to the Customer's compliance with this Agreement, the Customer owns the final Inspection Reports created by the Customer using the Services. However:
(a) BN Reports retains ownership of the software used to generate such reports; (b) BN Reports retains ownership of system-generated layouts, software architecture, user interface elements, and proprietary report generation technology; (c) preloaded templates, narratives, graphics, icons, and software assets provided by BN Reports remain the property of BN Reports unless otherwise expressly stated.
Where AI Services generate narratives, descriptions, recommendations, summaries, or other content, the Customer receives a license to use such AI Output within Inspection Reports and ordinary business operations. BN Reports retains ownership of: AI systems; prompts; underlying models; algorithms; software architecture; training methodologies; and AI infrastructure. The Customer remains solely responsible for reviewing and approving all AI- generated content prior to publication or delivery.
Certain components of the Services may incorporate third-party software licensed to BN Reports. Such components remain subject to the applicable third-party licenses. Nothing in this Agreement grants the Customer greater rights than those available to BN Reports under such licenses.
Except for the limited license expressly granted herein, BN Reports reserves all rights, title, and interests not expressly granted to the Customer. No license shall arise by implication, estoppel, waiver, course of dealing, or otherwise.
"BN Reports," associated logos, product names, service names, slogans, branding, trade dress, and other identifying marks are trademarks or proprietary identifiers of BN Reports. The Customer shall not: (a) use BN Reports trademarks without prior written authorization; (b) register confusingly similar trademarks, domain names, business names, or social media accounts; (c) imply sponsorship, endorsement, partnership, or affiliation where none exists; or (d) alter or remove trademark notices contained within the Services. Reasonable nominative use to identify compatibility with BN Reports is permitted, provided such use is truthful, non-misleading, and does not imply endorsement.
The Services may contain open-source software components licensed under applicable open-source licenses. Where required, BN Reports shall make applicable license notices available. Nothing in this Agreement limits any rights granted to the Customer under applicable open-source licenses.
The Customer acknowledges that no rights are granted to: copy proprietary software; reproduce system architecture; duplicate business logic; train competing AI models using the Services; extract proprietary datasets; recreate workflows; build derivative software; or otherwise exploit BN Reports' Intellectual Property beyond the limited license expressly granted.
The license granted under this Article may be suspended immediately where BN Reports reasonably believes that the Customer has: (a) materially breached this Agreement; (b) engaged in unauthorized access;
(c) violated applicable law; (d) compromised the security of the Services; or (e) infringed BN Reports' Intellectual Property Rights. Suspension shall not waive BN Reports' right to pursue any additional legal or equitable remedies.
Upon termination or expiration of this Agreement: (a) all licenses granted to the Customer immediately terminate; (b) the Customer shall immediately cease using the Services; (c) the Customer shall discontinue use of all BN Reports proprietary software and Documentation; (d) the Customer shall return or destroy confidential materials upon request where applicable; and (e) Customer Data shall be handled in accordance with Article 21 (Data Storage, Retention & Export). Termination of the license does not affect ownership of Inspection Reports previously delivered to the Customer's clients.
The Customer acknowledges that unauthorized use, reproduction, reverse engineering, or disclosure of BN Reports' Intellectual Property may cause irreparable harm for which monetary damages alone would be an inadequate remedy. Accordingly, BN Reports shall be entitled to seek injunctive relief, specific performance, or other equitable remedies, in addition to any other rights or
remedies available at law, without the requirement to post a bond where permitted by Applicable Law.
The provisions of this Article relating to Intellectual Property Rights, ownership, confidentiality, restrictions, trademarks, injunctive relief, and any obligations intended by their nature to survive shall remain in effect following the expiration or termination of this Agreement.
BN REPORTS MASTER SUBSCRIPTION AGREEMENT Version 1.0 (Draft)
Access to the Services requires the creation and maintenance of a valid Account unless BN Reports expressly authorizes another method of access in writing. Each Account shall be associated with a valid Subscription and used solely by the Customer in accordance with this Agreement.
To create an Account, the Customer shall provide accurate, complete, and current registration information, which may include: (a) legal name; (b) business name; (c) email address; (d) telephone number;
(e) billing information; (f) business address; (g) payment method; (h) applicable tax information; and (i) any additional information reasonably requested by BN Reports. The Customer shall promptly update all registration information to ensure its continued accuracy.
Unless expressly authorized under an applicable Subscription plan: (a) each Authorized User shall maintain only one active Account; (b) User Accounts shall not be shared between multiple individuals; (c) login credentials are personal and confidential; and (d) each User shall be individually identifiable through the Services. BN Reports may suspend duplicate or fraudulent Accounts.
The Customer is solely responsible for maintaining the confidentiality of: usernames; passwords; recovery credentials; authentication tokens; API keys;
security codes; and multi-factor authentication devices. The Customer shall immediately notify BN Reports of any actual or suspected unauthorized access to an Account.
The Customer agrees to implement reasonable security measures, including: (a) using strong passwords; (b) enabling multi-factor authentication where available; (c) limiting access to Authorized Users; (d) protecting devices used to access the Services; (e) logging out of shared devices; (f) maintaining current antivirus and security software; and (g) immediately revoking access for former employees, contractors, or other individuals who no longer require access. Failure to maintain appropriate security practices shall be at the Customer's own risk.
The Customer is responsible for all activity occurring through its Account, including activity by: Administrators; Authorized Users; employees;
contractors; agents; representatives; and any person accessing the Account using the Customer's credentials. This responsibility applies regardless of whether such activity was authorized, except where caused solely by BN Reports' gross negligence or willful misconduct.
If the Customer becomes aware of: unauthorized access; credential theft; security breaches; suspected hacking; malware; compromised devices; or other unauthorized use, the Customer shall immediately: (a) notify BN Reports; (b) change affected passwords; (c) revoke unauthorized access; (d) cooperate with BN Reports' investigation; and (e) take reasonable steps to mitigate further harm.
BN Reports may temporarily suspend the Account where reasonably necessary to protect the Services, Customer Data, or other users.
BN Reports may require the Customer to verify identity, ownership, authority, or payment information at any time. Verification may include requests for: government-issued identification; business registration documents; proof of authority; payment verification; tax documentation; or other commercially reasonable verification. Failure to complete requested verification may result in delayed activation, suspension, or termination of the Account.
The Customer shall maintain a valid email address throughout the Subscription Term. Official notices, invoices, security alerts, renewal notices, service announcements, legal communications, and support correspondence may be delivered electronically to the email address associated with the Account. The Customer is responsible for monitoring that email address and ensuring that BN Reports communications are not blocked or filtered.
Accounts are personal to the Customer and may not be: (a) sold; (b) assigned; (c) transferred; (d) sublicensed; (e) leased; or (f) otherwise made available to another individual or organization, without BN Reports' prior written consent. Where BN Reports approves a transfer due to a merger, acquisition, sale of business, succession, or similar event, the transferee shall agree in writing to be bound by this Agreement.
BN Reports may establish procedures for recovering access to Accounts. The Customer acknowledges that BN Reports may refuse account recovery requests where ownership cannot be reasonably verified. BN Reports shall not be liable for delays resulting from reasonable verification procedures designed to protect Account security.
Authorized Users may access the Services from multiple devices owned or controlled by the Customer, provided such access remains consistent with the applicable Subscription and does not result in simultaneous unauthorized sharing of User credentials. BN Reports may impose reasonable technical restrictions to prevent credential sharing or abuse.
BN Reports reserves the right to designate an Account as inactive if it has not been accessed for an extended period. Inactive Accounts may be subject to: (a) archival; (b) reduced functionality; (c) temporary suspension; (d) deletion following applicable notice and any required data retention period; or (e) other account management measures consistent with Article 21 (Data Storage, Retention & Export).
BN Reports may immediately suspend an Account where it reasonably believes that continued access may: (a) compromise platform security; (b) expose Customer Data; (c) facilitate fraud; (d) violate Applicable Law; (e) threaten other Customers; (f) interfere with the operation of the Services; or (g) otherwise present a material security risk.
BN Reports shall use commercially reasonable efforts to notify the Customer of such suspension unless prohibited by law or where notification would compromise security.
The Customer may request closure of an Account by following BN Reports' account closure procedures. Closure of an Account does not: (a) automatically terminate outstanding Subscription obligations; (b) waive unpaid fees; (c) eliminate obligations arising prior to closure; or (d) affect BN Reports' rights under this Agreement. Customer Data shall be handled in accordance with Article 21.
To ensure compliance with this Agreement, BN Reports may monitor and audit Account usage, including: (a) active Users; (b) login activity; (c) Subscription limits; (d) API usage; (e) storage consumption; (f) AI usage; (g) security events; and
(h) other operational metrics. Such monitoring shall be conducted in accordance with Applicable Law and BN Reports' Privacy Policy.
BN Reports reserves the right to: (a) refuse registration of any Account; (b) require additional verification; (c) limit Account functionality; (d) suspend or terminate Accounts for violations of this Agreement; (e) implement additional security measures; and (f) otherwise manage Accounts to protect the integrity, security, and reliability of the Services.
The obligations contained in this Article concerning account security, responsibility for account activity, confidentiality, payment obligations, audits, and compliance shall survive termination or expiration of this Agreement to the extent necessary to enforce the rights and obligations of the parties.
BN REPORTS MASTER SUBSCRIPTION AGREEMENT Version 1.0 (Draft)
BN Reports may permit businesses, inspection firms, franchises, corporations, partnerships, government agencies, educational institutions, and other legal entities ("Organizations") to establish Organization Accounts that allow multiple Authorized Users to access the Services under a single Subscription. Each Organization shall designate at least one Administrator responsible for managing the Organization Account.
An Administrator is an individual authorized by the Organization to manage the Organization Account. Unless otherwise restricted by the applicable Subscription, an Administrator may:
(a) create, modify, suspend, or delete User Accounts; (b) assign or revoke User permissions; (c) purchase, upgrade, downgrade, or renew Subscriptions; (d) manage billing information; (e) configure Organization settings; (f) create and manage inspection templates; (g) control integrations with Third-Party Services; (h) assign inspection reports; (i) manage AI usage settings; (j) review account activity; (k) manage data exports; (l) administer automation workflows; and (m) perform other administrative functions made available through the Services.
The Organization is solely responsible for selecting, supervising, and removing its Administrators. BN Reports shall be entitled to rely upon instructions received from an Administrator as if they were authorized instructions of the Organization. BN Reports shall not be liable for actions taken by an Administrator acting within the permissions assigned by the Organization.
Organizations may authorize employees, contractors, consultants, inspectors, office staff, administrative personnel, or other approved individuals to access the Services. The Organization shall ensure that each Authorized User: (a) complies with this Agreement; (b) maintains confidential login credentials; (c) uses the Services solely for authorized business purposes; (d) complies with Applicable Law; and (e) immediately reports suspected security incidents.
BN Reports may permit Organizations to assign different permission levels, including but not limited to: Owner Administrator Manager Inspector Report Reviewer Office Staff Billing Administrator Read-Only User Custom Roles Permission levels may vary depending on the applicable Subscription plan.
BN Reports reserves the right to modify available roles as the Services evolve.
Organizations are responsible for: (a) maintaining accurate User lists; (b) promptly removing former employees or contractors; (c) limiting access based upon business necessity; (d) periodically reviewing User permissions; (e) ensuring Users receive appropriate training; and (f) monitoring internal compliance with this Agreement.
Organization Accounts may permit sharing of: report templates; narrative libraries; inspection checklists; AI prompt libraries; workflows; scheduling resources; branding; automation rules; customer databases;
inspection history; and other Organization-owned resources. Ownership of Organization Resources remains with the Organization unless otherwise specified.
Organizations may assign inspections, reports, tasks, workflows, or customer records among Authorized Users. The Organization remains solely responsible for: (a) determining appropriate assignments; (b) supervising inspections; (c) ensuring quality control; (d) maintaining professional standards; and (e) issuing final Inspection Reports. BN Reports does not supervise or validate inspection assignments.
Upon termination of employment or engagement of any Authorized User, the Organization shall promptly: (a) deactivate the User's access; (b) revoke assigned permissions; (c) recover Organization-owned devices where applicable; (d) rotate shared credentials if necessary; and (e) review any pending inspections assigned to that User.
The Organization remains responsible for any delay in revoking access.
Organizations Where supported by the applicable Subscription, Organization Accounts may include multiple: offices; franchises; branches; regions; departments; or business units. Each Organization remains responsible for ensuring that all affiliated Users comply with this Agreement.
BN Reports may maintain audit logs recording administrative actions, including: (a) User creation; (b) User deletion; (c) permission changes; (d) report modifications; (e) login history; (f) AI usage;
(g) exports; (h) billing changes; (i) integration changes; and (j) other administrative activities. Audit logs may be retained for security, operational, compliance, and dispute resolution purposes in accordance with Article 21.
BN Reports may send Administrators notices regarding: (a) security alerts; (b) Subscription renewals; (c) billing issues; (d) platform updates; (e) maintenance; (f) legal notices; (g) policy changes; (h) service interruptions; and (i) other matters affecting the Organization Account. Administrators are responsible for communicating relevant information to their Authorized Users.
Unless otherwise agreed in writing, Customer Data created within an Organization Account is deemed to be owned and controlled by the Organization rather than individual Users. An Authorized User whose access has been revoked shall have no automatic right to retain, transfer, or delete Organization-owned Customer Data.
BN Reports shall not be responsible for resolving disputes between: (a) business partners; (b) shareholders; (c) members; (d) franchisees; (e) employees; (f) contractors; (g) administrators; or (h) other Authorized Users regarding ownership, control, or access to Organization Accounts or Customer Data. BN Reports may require written authorization from the Organization before making changes to administrative control where competing claims exist.
Organizations may delegate limited administrative authority to designated Users. The Organization remains fully responsible for all actions taken by delegated administrators.
Unless otherwise agreed in writing, all Subscription Fees incurred by Authorized Users within an Organization Account shall remain the responsibility of the Organization. Failure by individual Users to reimburse the Organization shall not relieve the Organization of its payment obligations to BN Reports.
Enterprise Subscriptions may include additional functionality, including: (a) Single Sign-On (SSO); (b) centralized identity management; (c) directory synchronization; (d) custom permissions; (e) enterprise reporting; (f) API administration; (g) dedicated support; (h) advanced security controls; (i) custom branding; (j) white-label functionality; and (k) other enterprise features identified in an applicable Order Form. Availability of Enterprise Features shall be governed by the applicable Subscription.
BN Reports reserves the right to: (a) impose reasonable limits on Organization Accounts; (b) modify administrative functionality; (c) establish security requirements; (d) suspend compromised Organization Accounts; (e) require verification of administrative authority; and (f) otherwise administer Organization Accounts in a commercially reasonable manner.
The obligations relating to Organization Accounts, administrative authority, Customer Data ownership, audit logs, payment obligations, and security shall survive the expiration or termination of this Agreement to the extent necessary to enforce the rights and obligations of the parties.
BN REPORTS MASTER SUBSCRIPTION AGREEMENT Version 1.0 (Draft)
Access to the Services requires the purchase or activation of a valid Subscription unless BN Reports expressly provides access under a free trial, promotional offer, beta program, or other authorized arrangement. Each Subscription grants access only to the features, functionality, and usage limits associated with the applicable Subscription plan.
BN Reports may offer one or more Subscription plans, including but not limited to: (a) Individual Inspector; (b) Professional; (c) Team; (d) Business; (e) Enterprise; (f) White Label;
(g) Educational; (h) Government; (i) Beta Programs; and (j) any additional plans introduced by BN Reports from time to time. The features, pricing, storage limits, AI usage, integrations, support levels, and functionality of each plan shall be described on the BN Reports Website or in an applicable Order Form.
Subscriptions may be offered on: (a) monthly terms; (b) annual terms; (c) multi-year terms; (d) prepaid terms; (e) enterprise contract terms; or (f) other billing periods specified by BN Reports. Unless otherwise stated in an Order Form, each Subscription begins on the Effective Date and continues for the selected Subscription Term.
Each Subscription includes only the number of Authorized Users expressly identified in the applicable Subscription plan or Order Form. Additional User licenses may require the payment of additional Subscription Fees.
The Customer shall not exceed the purchased number of Authorized Users without BN Reports' prior approval or purchase of additional licenses.
Each Subscription plan may include different combinations of: inspection report templates; AI functionality; cloud storage; photo storage; video storage; thermal image support; drone image support; mobile application access; offline inspection capability; report publishing; automation workflows; CRM functionality; scheduling tools; calendar integrations; accounting integrations; API access; branding options; customer portals;
analytics; enterprise controls; support services; and future enhancements. Availability of features is determined solely by the applicable Subscription plan.
BN Reports may introduce new features, enhancements, or optional services at any time. Certain new features may: (a) become available only to specific Subscription plans; (b) require payment of additional fees; (c) require acceptance of supplemental terms; or (d) remain in beta or preview status. Nothing in this Agreement obligates BN Reports to include newly developed features within existing Subscription plans.
The Customer may upgrade to a higher Subscription plan at any time through the Services or by contacting BN Reports. Unless otherwise stated: (a) upgraded functionality becomes available upon activation; (b) applicable fees shall be prorated where commercially reasonable;
(c) the upgraded Subscription shall remain subject to this Agreement; and (d) future renewals shall occur at the upgraded Subscription level unless otherwise modified.
The Customer may request a downgrade at the end of the current Subscription Term or at another time approved by BN Reports. Downgrading a Subscription may result in: (a) reduced functionality; (b) lower storage limits; (c) reduced AI usage; (d) removal of premium features; (e) limited integrations; (f) reduced User capacity; or (g) loss of access to certain historical data where necessary to comply with applicable storage limits. BN Reports shall not be responsible for any loss of functionality resulting from a downgrade requested by the Customer.
Subscriptions are issued solely to the Customer identified on the applicable Account or Order Form. Subscriptions may not be sold, assigned, transferred, sublicensed, or otherwise conveyed to another individual or entity without BN Reports' prior written consent.
BN Reports may approve transfers in connection with mergers, acquisitions, reorganizations, or sales of substantially all assets.
BN Reports may offer promotional pricing, discounts, introductory offers, referral incentives, educational pricing, or other special programs. Unless expressly stated otherwise: (a) promotional pricing applies only for the stated promotional period; (b) standard pricing shall apply upon expiration of the promotion; (c) promotions may not be combined unless expressly authorized; and (d) BN Reports reserves the right to discontinue promotions at any time.
BN Reports may offer free trial access to the Services. Unless otherwise specified: (a) free trials are limited to the stated trial period; (b) trial functionality may differ from paid Subscriptions; (c) trial data may be deleted following expiration of the trial; (d) BN Reports may terminate a trial at any time; and (e) a payment method may be required to continue using the Services after the trial expires. BN Reports reserves the right to limit one trial per Customer, business, or organization.
Enterprise Customers may enter into separately negotiated Order Forms or Enterprise Subscription Agreements that supplement this Agreement. Where an Enterprise Agreement expressly conflicts with this Agreement, the signed Enterprise Agreement shall govern solely with respect to the conflicting provisions.
Certain Subscription plans may permit Customers to license white-label versions of the Services. Use of White Label Services shall also be governed by BN Reports' White Label Agreement and any applicable Order Form.
Subscription plans may include reasonable limits relating to: (a) inspections; (b) reports; (c) AI requests; (d) cloud storage; (e) Users; (f) Organizations; (g) API requests; (h) automation executions; (i) integrations;
(j) file uploads; (k) exported reports; (l) email notifications; (m) SMS notifications; and (n) other system resources. BN Reports may implement technical controls to enforce such limits.
Where a Subscription plan includes "unlimited" functionality, such functionality is subject to reasonable commercial use. The Customer shall not engage in usage that: (a) materially degrades system performance; (b) interferes with other Customers; (c) consumes disproportionate system resources; (d) circumvents usage controls; or (e) otherwise constitutes abusive or excessive use. BN Reports may require the Customer to upgrade to an Enterprise Subscription or implement reasonable technical restrictions where necessary to protect platform stability.
BN Reports may modify Subscription plans prospectively, including: (a) pricing; (b) available features;
(c) storage limits; (d) support levels; (e) AI allocations; (f) integrations; and (g) other commercial terms. Material changes affecting existing Customers shall be communicated in accordance with Article 37.
Subscription plans shall renew in accordance with Article 11 (Subscription Renewals) unless: (a) cancelled by the Customer; (b) terminated pursuant to this Agreement; (c) otherwise provided in an applicable Order Form; or (d) discontinued by BN Reports with reasonable advance notice.
BN Reports reserves the right to: (a) create new Subscription plans; (b) discontinue obsolete Subscription plans; (c) modify plan names; (d) introduce new commercial offerings; (e) establish eligibility requirements;
(f) limit availability of specific plans; and (g) otherwise administer Subscription offerings in a commercially reasonable manner.
The provisions of this Article relating to Subscription eligibility, payment obligations, usage limits, renewals, and restrictions shall survive termination or expiration of this Agreement where necessary to enforce the rights and obligations of the parties.
BN REPORTS MASTER SUBSCRIPTION AGREEMENT Version 1.0 (Draft)
The Customer agrees to pay all applicable Subscription Fees, recurring charges, one-time fees, usage-based fees, implementation fees, migration fees, training fees, professional services fees, and any other charges associated with the Customer's selected Subscription plan. All fees are stated in the currency identified during purchase or in the applicable Order Form unless otherwise agreed in writing.
The Customer shall pay all invoices and recurring charges in full and without deduction, set-off, withholding, or counterclaim except where expressly required by Applicable Law. The Customer's obligation to pay is not contingent upon: (a) Customer usage of the Services; (b) Customer profitability;
(c) inspection volume; (d) business conditions; (e) customer satisfaction; (f) successful integration with Third-Party Services; or (g) any future feature development.
Subscriptions may be billed: (a) monthly; (b) annually; (c) multi-year; (d) prepaid; (e) usage-based; (f) milestone-based; or (g) in another billing cycle identified in the applicable Subscription plan or Order Form. Recurring billing begins on the Effective Date unless otherwise specified.
The Customer authorizes BN Reports and its designated payment processors to charge all applicable fees using the payment method provided by the Customer. Accepted payment methods may include: major credit cards;
debit cards; Automated Clearing House (ACH) transfers; Electronic Funds Transfer (EFT); wire transfers; digital payment platforms; or other payment methods approved by BN Reports. BN Reports reserves the right to change accepted payment methods at any time.
For recurring Subscriptions, the Customer authorizes BN Reports to automatically charge the designated payment method for: (a) recurring Subscription Fees; (b) additional User licenses; (c) approved add-on services; (d) usage-based charges; (e) applicable taxes; (f) payment processing fees where disclosed; and (g) any other charges authorized by the Customer. This authorization remains effective until the Subscription is terminated in accordance with this Agreement.
Payments may be processed by one or more third-party payment providers.
The Customer acknowledges that payment transactions are subject to the terms, conditions, privacy policies, and security procedures of the applicable payment processor. BN Reports does not store full payment card information unless expressly stated.
Unless expressly stated otherwise, Subscription Fees do not include: GST; HST; PST; QST; state sales taxes; local sales taxes; value-added taxes (VAT); withholding taxes; duties; or other governmental charges. The Customer is solely responsible for all applicable taxes except taxes imposed upon BN Reports' net income. If the Customer is entitled to a tax exemption, valid documentation must be provided before invoicing.
Unless otherwise specified:
(a) Canadian Customers may be billed in Canadian Dollars (CAD); (b) United States Customers may be billed in United States Dollars (USD); (c) other Customers may be billed in the currency designated by BN Reports. Where currency conversion is required, exchange rates determined by the applicable payment processor or financial institution shall apply. BN Reports is not responsible for exchange rate fluctuations or foreign transaction fees imposed by financial institutions.
BN Reports may modify Subscription pricing prospectively. Existing Customers shall receive reasonable advance notice of material pricing changes before renewal. Price changes shall not apply retroactively to prepaid Subscription Terms.
Certain Services may incur additional fees, including: (a) additional User licenses; (b) expanded cloud storage; (c) premium AI features; (d) API usage beyond plan limits; (e) implementation services; (f) custom development; (g) premium support; (h) data migration services;
(i) professional consulting; (j) training services; or (k) other optional products or services requested by the Customer. Such charges shall be disclosed before being incurred.
If a payment is declined, reversed, rejected, or otherwise unsuccessful, BN Reports may: (a) notify the Customer; (b) retry the payment method; (c) suspend access to portions of the Services; (d) restrict account functionality; (e) assess reasonable administrative fees where permitted by Applicable Law; (f) require an alternative payment method; or (g) terminate the Subscription in accordance with Article 13.
Amounts not paid when due may accrue interest at the lesser of: (a) one and one-half percent (1.5%) per month; or (b) the maximum rate permitted under Applicable Law. Interest accrues from the original due date until paid in full. Failure to assess interest shall not constitute a waiver of BN Reports' rights.
The Customer agrees to reimburse BN Reports for all reasonable costs incurred in collecting overdue amounts, including: collection agency fees; legal fees; court costs; arbitration fees; administrative expenses; and other reasonable enforcement costs, to the extent permitted by Applicable Law.
The Customer agrees to contact BN Reports in good faith to attempt resolution before initiating a chargeback or payment dispute. If a chargeback is initiated in bad faith or for charges validly incurred under this Agreement, BN Reports may: (a) suspend the Account; (b) terminate the Subscription; (c) recover associated chargeback fees; (d) pursue collection remedies; and (e) deny future access to the Services. Nothing in this Section limits the Customer's rights under Applicable Law.
Except where prohibited by Applicable Law, the Customer shall not withhold payment or reduce amounts owed due to any alleged dispute, claim, or offset. Any dispute regarding Services shall be resolved separately under Article 35 (Dispute Resolution).
The Customer shall notify BN Reports in writing of any billing dispute within thirty (30) days of the applicable invoice date. Failure to dispute an invoice within that period constitutes acceptance of the invoice, except where prohibited by Applicable Law. BN Reports shall investigate timely billing disputes in good faith.
Refunds, if any, shall be governed exclusively by Article 14 (Refund Policy). Except as expressly provided in this Agreement or required by Applicable Law, all payments are non-refundable.
BN Reports may suspend all or part of the Services if payment remains outstanding beyond the applicable due date. Suspension shall not relieve the Customer of any payment obligations arising before or during the suspension period. BN Reports may restore access upon receipt of all outstanding amounts and any applicable reinstatement fees.
Invoices shall be deemed delivered when transmitted electronically to the Customer's designated billing email address or made available through the Customer's Account. The Customer is responsible for maintaining accurate billing contact information.
Enterprise Customers may be invoiced under customized billing arrangements established in an executed Enterprise Agreement or Order Form. Where such agreement expressly conflicts with this Article, the signed Enterprise Agreement shall govern solely with respect to billing terms.
Any promotional pricing, discounts, credits, coupons, referral incentives, or introductory offers: (a) apply only for the stated promotional period; (b) have no cash value unless expressly stated; (c) may not be combined unless authorized by BN Reports; and (d) automatically expire upon the conclusion of the applicable promotion.
BN Reports reserves the right to: (a) modify billing procedures;
(b) introduce new payment methods; (c) discontinue payment methods; (d) establish reasonable credit policies; (e) require advance payment; (f) require security deposits for Enterprise Customers where commercially reasonable; and (g) otherwise administer payment processes consistent with Applicable Law.
The Customer's obligations relating to payment of outstanding fees, taxes, accrued interest, collection costs, chargebacks, and billing disputes shall survive termination or expiration of this Agreement until fully satisfied.
BN REPORTS MASTER SUBSCRIPTION AGREEMENT Version 1.0 (Draft)
Unless expressly stated otherwise in an applicable Order Form, Subscription Fees and all other charges payable under this Agreement are exclusive of taxes. The Customer shall be solely responsible for paying all applicable taxes, assessments, duties, levies, fees, and governmental charges arising from or relating to the purchase or use of the Services, except taxes based solely on BN Reports' net income.
The Customer may be responsible for, without limitation: (a) Goods and Services Tax (GST); (b) Harmonized Sales Tax (HST); (c) Provincial Sales Tax (PST); (d) Quebec Sales Tax (QST);
(e) United States federal, state, county, municipal, or local sales and use taxes; (f) Value Added Tax (VAT); (g) Digital Services Taxes; (h) withholding taxes; (i) import or export duties; (j) excise taxes; and (k) any similar governmental assessments imposed by Applicable Law.
Where BN Reports is legally required to collect taxes, the applicable taxes shall be calculated based upon: (a) the Customer's billing address; (b) place of supply; (c) tax residency; (d) business registration information; (e) applicable tax legislation; and (f) any other information reasonably required to determine tax obligations. Applicable taxes shall be added to invoices and collected at the time of payment.
The Customer agrees to provide accurate tax information when requested, including:
(a) GST/HST registration numbers; (b) PST registration numbers; (c) QST registration numbers; (d) resale or exemption certificates; (e) employer identification numbers; (f) tax identification numbers; (g) VAT registration numbers; or (h) any other documentation reasonably required to determine tax treatment. The Customer shall promptly notify BN Reports of any changes affecting its tax status.
If the Customer claims an exemption from any applicable tax, the Customer shall provide valid exemption documentation before the applicable invoice is issued. BN Reports may rely upon the validity of exemption documentation provided by the Customer unless otherwise required by Applicable Law. If exemption documentation is later determined to be invalid, the Customer shall remain responsible for any taxes, interest, penalties, or governmental assessments resulting from such invalidity.
If Applicable Law requires the Customer to withhold taxes from payments made to BN Reports, the Customer shall: (a) promptly notify BN Reports;
(b) cooperate in good faith to minimize withholding where legally permissible; (c) provide official documentation evidencing the withholding; and (d) remit the withheld taxes to the applicable governmental authority. Unless otherwise required by Applicable Law or agreed in writing, the Customer shall gross up payments so that BN Reports receives the full amount that would have been payable absent the withholding.
If tax legislation changes during the Subscription Term, BN Reports may adjust invoices to reflect: (a) newly imposed taxes; (b) revised tax rates; (c) changes to place-of-supply rules; (d) revised tax collection obligations; or (e) other governmental requirements. Such adjustments shall apply prospectively in accordance with Applicable Law.
The Customer acknowledges that use of the Services across international borders may result in tax obligations under multiple jurisdictions. The Customer is solely responsible for determining and complying with any tax obligations applicable to its business operations arising from cross-border use of the Services.
Where taxes are calculated in a currency different from the Customer's billing currency, BN Reports or its payment processor may use commercially reasonable exchange rates applicable on the transaction date. BN Reports shall not be responsible for exchange rate fluctuations or fees imposed by financial institutions.
Each party shall remain responsible for its own governmental tax audits relating to this Agreement. The Customer agrees to reasonably cooperate with BN Reports if governmental authorities require documentation relating to taxes collected or remitted under this Agreement.
If BN Reports determines that taxes were incorrectly charged or omitted due to: (a) inaccurate Customer information; (b) changes in Applicable Law; (c) governmental guidance; (d) billing errors; or (e) other reasonable causes, BN Reports may issue corrected invoices, credit notes, or adjustments in accordance with Applicable Law.
Enterprise Customers may be subject to customized tax provisions contained within an executed Enterprise Agreement or Order Form. Where such agreement expressly conflicts with this Article, the executed Enterprise Agreement shall govern solely with respect to the conflicting tax provisions.
The Customer remains solely responsible for any licensing fees, permit fees, regulatory charges, inspection authority fees, professional association dues, or other governmental costs associated with the Customer's inspection business. Nothing in this Agreement transfers responsibility for such obligations to BN Reports.
BN Reports does not provide tax, accounting, legal, or financial advice. Any tax calculations, invoices, summaries, reports, or payment records generated by the Services are provided solely for administrative convenience and should not be relied upon as professional tax advice. The Customer should consult qualified tax professionals regarding its individual obligations.
BN Reports reserves the right to: (a) modify tax collection procedures; (b) engage third-party tax compliance providers; (c) request updated tax documentation;
(d) suspend tax-exempt status where supporting documentation expires or becomes invalid; and (e) otherwise administer tax compliance in accordance with Applicable Law.
The obligations relating to taxes, withholding, governmental assessments, documentation, audits, indemnification, and payment of tax liabilities shall survive the expiration or termination of this Agreement to the extent necessary to satisfy outstanding legal obligations.
BN REPORTS MASTER SUBSCRIPTION AGREEMENT Version 1.0 (Draft)
Unless otherwise stated in an applicable Order Form or unless the Customer provides timely notice of cancellation in accordance with this Agreement, each Subscription shall automatically renew for successive Subscription Terms equal in duration to the immediately preceding Subscription Term. Automatic renewal ensures uninterrupted access to the Services.
By purchasing a recurring Subscription, the Customer authorizes BN Reports and its designated payment processor to automatically charge the Customer's payment method for all applicable renewal fees, taxes, and authorized charges at the beginning of each Renewal Term. This authorization remains in effect until cancelled in accordance with this Agreement.
Unless otherwise agreed in writing: (a) renewal pricing shall be the pricing in effect on the applicable renewal date; (b) promotional pricing expires at the conclusion of the promotional period; (c) discounts granted for an initial Subscription Term do not automatically continue into Renewal Terms; and
(d) Enterprise pricing shall be governed by the applicable Enterprise Agreement or Order Form.
Where BN Reports intends to implement a material increase in Subscription Fees affecting an upcoming Renewal Term, BN Reports shall provide commercially reasonable advance notice before the renewal date. Continued use of the Services following the effective renewal constitutes acceptance of the revised pricing.
Unless otherwise specified:
The Customer is responsible for: (a) maintaining valid payment information; (b) monitoring Renewal Dates; (c) ensuring sufficient funds are available; (d) reviewing renewal notices where provided; and (e) cancelling prior to renewal if the Customer does not wish to continue the Subscription. Failure to receive an email reminder due to spam filtering, incorrect contact information, or other issues shall not invalidate an otherwise valid renewal.
If a renewal payment cannot be processed, BN Reports may: (a) retry the payment method;
(b) request updated billing information; (c) temporarily suspend access to the Services; (d) downgrade the Subscription where applicable; (e) terminate the Subscription for non-payment; or (f) pursue any other remedies available under this Agreement.
Enterprise Customers may be subject to renewal procedures contained within an executed Enterprise Agreement or Order Form. Where such agreement expressly conflicts with this Article, the Enterprise Agreement shall govern.
Before a Subscription renews, the Customer may: (a) upgrade the Subscription; (b) purchase additional User licenses; (c) remove optional add-on services where permitted; (d) modify billing information; or (e) otherwise adjust the Subscription using available account settings or by contacting BN Reports. Approved modifications become effective upon renewal unless otherwise agreed.
Either party may elect not to renew a Subscription by providing notice in accordance with this Agreement prior to the applicable renewal date. Non-renewal shall not affect: (a) obligations accrued prior to expiration;
(b) payment obligations for completed Subscription Terms; (c) Customer Data retention obligations under Article 21; or (d) any provisions intended to survive termination.
BN Reports reserves the right not to renew any Subscription where: (a) the Customer has materially breached this Agreement; (b) continued service would violate Applicable Law; (c) the Subscription plan has been discontinued; (d) the Services are no longer offered within the Customer's jurisdiction; (e) fraud or abuse has occurred; or (f) continued service presents a material security or commercial risk. Where commercially reasonable, BN Reports shall provide advance notice.
The provisions of this Article relating to payment obligations, renewal fees, outstanding balances, and surviving contractual obligations shall continue following expiration or termination to the extent necessary to enforce the rights of the parties.
The Customer may cancel its Subscription at any time using the account management tools provided within the Services or by submitting a written cancellation request to BN Reports. Cancellation shall become effective at the end of the current paid Subscription Term unless otherwise stated in writing.
Except where expressly required by Applicable Law or otherwise agreed by BN Reports in writing, cancellation during an active Subscription Term does not: (a) terminate the Agreement immediately; (b) entitle the Customer to a prorated refund; (c) relieve the Customer of payment obligations already incurred; or (d) shorten the current Subscription Term. The Customer shall continue to have access to the Services until the expiration of the paid Subscription Term unless suspended or terminated under this Agreement.
To cancel a Subscription, the Customer shall: (a) access the Subscription management area within the Account; or (b) submit a written request through BN Reports' designated support channels. BN Reports may require reasonable verification of the Customer's identity before processing a cancellation request.
Following receipt of a valid cancellation request, BN Reports shall provide electronic confirmation indicating: (a) the cancellation request has been received; (b) the effective cancellation date; (c) the final billing date, if applicable; and (d) any remaining access period. The Customer is responsible for reviewing the confirmation and promptly reporting any discrepancies.
Upon the effective cancellation date: (a) the Subscription shall not renew; (b) access to the Services shall terminate unless otherwise stated; (c) User Accounts may be disabled; (d) Customer Data shall be retained or deleted in accordance with Article 21; and (e) all outstanding payment obligations remain due and payable.
Cancellation does not relieve the Customer of responsibility for: (a) unpaid invoices; (b) accrued Subscription Fees; (c) usage-based charges incurred prior to cancellation; (d) taxes; (e) collection costs; or
(f) any other amounts lawfully owing under this Agreement.
The Customer is solely responsible for exporting Customer Data before the effective cancellation date. BN Reports may, but is not obligated to, provide reasonable tools to facilitate export of Customer Data. Following expiration of applicable retention periods, Customer Data may be permanently deleted in accordance with Article 21.
Cancellation of the Subscription does not automatically cancel: (a) third-party software subscriptions; (b) payment processor accounts; (c) CRM subscriptions; (d) accounting software subscriptions; (e) calendar services; or (f) any agreement the Customer has entered into directly with a Third-Party Service provider. The Customer remains solely responsible for terminating such third-party relationships.
BN Reports may, at its sole discretion, permit reinstatement of a cancelled Subscription. Reinstatement may require: (a) payment of outstanding balances; (b) payment of applicable reinstatement fees; (c) selection of a currently available Subscription plan;
(d) acceptance of the then-current Agreement; and (e) completion of any required verification procedures. BN Reports does not guarantee restoration of previously deleted Customer Data.
Enterprise Customers may be subject to cancellation provisions contained within an executed Enterprise Agreement or Order Form. Where such agreement expressly conflicts with this Article, the Enterprise Agreement shall govern.
Acceptance of a cancellation request shall not constitute: (a) a waiver of any breach of this Agreement; (b) a release of accrued liabilities; (c) a waiver of BN Reports' right to collect outstanding fees; or (d) a waiver of any surviving provisions of this Agreement.
The provisions of this Article concerning payment obligations, Customer Data, confidentiality, Intellectual Property Rights, dispute resolution, limitation of liability, indemnification, and any obligations intended to survive shall remain in effect following cancellation or termination of the Subscription.
BN REPORTS MASTER SUBSCRIPTION AGREEMENT Version 1.0 (Draft)
BN Reports may suspend, restrict, or limit access to all or part of the Services immediately, with or without prior notice, where BN Reports reasonably determines that suspension is necessary to: (a) protect the security, integrity, or availability of the Services; (b) investigate suspected violations of this Agreement; (c) prevent fraud, abuse, or unlawful activity; (d) comply with Applicable Law, court order, or governmental request; (e) protect BN Reports, its Customers, employees, contractors, or third parties from harm; or (f) maintain the stability or performance of the Services.
BN Reports may suspend the Customer's Account where the Customer: (a) fails to pay applicable fees; (b) provides false or misleading information; (c) violates this Agreement; (d) violates the Acceptable Use Policy; (e) infringes Intellectual Property Rights;
(f) attempts unauthorized access; (g) shares accounts beyond purchased licenses; (h) uploads malware or malicious code; (i) abuses AI Services; (j) interferes with the Services; (k) engages in unlawful conduct; or (l) otherwise presents a material operational, legal, or security risk.
BN Reports may temporarily suspend access while investigating suspected misconduct. Such suspension shall not constitute a breach of this Agreement and shall not entitle the Customer to refunds, credits, damages, or compensation.
Where BN Reports reasonably believes immediate action is required to prevent material harm, BN Reports may suspend access without prior notice. BN Reports shall use commercially reasonable efforts to notify the Customer following the suspension where appropriate.
The Customer agrees to cooperate in good faith with any investigation conducted by BN Reports relating to:
Failure to cooperate may constitute an independent breach of this Agreement.
BN Reports may terminate this Agreement immediately upon written notice where the Customer materially breaches this Agreement and: (a) the breach is incapable of being cured; or (b) the Customer fails to cure the breach within thirty (30) days after receiving written notice specifying the breach. BN Reports may specify a shorter cure period where required to protect security, comply with Applicable Law, or prevent ongoing harm.
BN Reports may terminate this Agreement immediately, without an opportunity to cure, where the Customer: (a) commits fraud; (b) knowingly infringes BN Reports' Intellectual Property Rights; (c) engages in criminal activity through the Services; (d) repeatedly violates this Agreement; (e) attempts to compromise the security of the Services; (f) knowingly distributes malware; (g) is subject to sanctions or export restrictions preventing continued service; or (h) engages in conduct that materially damages BN Reports' reputation or business operations.
During suspension: (a) access to the Services may be limited or disabled; (b) Customer Data may remain stored but inaccessible; (c) recurring Subscription Fees may continue to accrue unless otherwise stated;
(d) BN Reports may continue preserving data for legal, security, or operational purposes; and (e) the Customer remains responsible for all outstanding obligations.
Upon termination by BN Reports: (a) all licenses granted under this Agreement immediately terminate; (b) Customer access ceases; (c) unpaid fees become immediately due; (d) Customer Data shall be handled in accordance with Article 21; and (e) surviving provisions of this Agreement remain enforceable.
Suspension or termination under this Article does not limit BN Reports' right to pursue any additional legal or equitable remedies.
The provisions relating to payment, confidentiality, Intellectual Property, indemnification, limitation of liability, dispute resolution, and all obligations intended to survive shall remain effective following termination.
Except as expressly provided in this Agreement, an applicable Order Form, or where required by Applicable Law, all Subscription Fees and other payments made to BN Reports are final and non-refundable.
Monthly Subscription Fees are non-refundable after the applicable billing date. Cancellation prevents future renewals but does not entitle the Customer to a refund for the current billing period.
Annual and multi-year Subscription Fees are earned upon commencement of the applicable Subscription Term. Unless otherwise required by Applicable Law or expressly agreed in writing, no prorated refunds shall be provided for unused portions of prepaid Subscription Terms.
Fees paid for optional services, including but not limited to: data migration; implementation; onboarding; consulting; custom development; premium support; training; or
professional services, are non-refundable once work has commenced.
Discounted, promotional, introductory, beta, or special pricing is non-refundable unless expressly stated otherwise.
Where BN Reports confirms that duplicate charges occurred due solely to a billing error, BN Reports shall promptly issue an appropriate refund or billing adjustment.
If the Customer believes an unauthorized payment has occurred, the Customer shall notify BN Reports without unreasonable delay. BN Reports may investigate the matter before issuing any refund.
Customers are encouraged to contact BN Reports before initiating a chargeback. Improper or fraudulent chargebacks may result in suspension, termination, recovery of chargeback fees, and collection proceedings. Nothing in this Section limits any rights available to consumers under Applicable Law.
Taxes collected and remitted to governmental authorities may only be refunded where permitted under Applicable Law.
Approved refunds shall generally be issued using the original payment method where reasonably practicable. BN Reports shall not be responsible for delays caused by financial institutions or payment processors.
Refund rights for Enterprise Customers shall be governed by the applicable Enterprise Agreement or Order Form where different from this Article.
BN Reports reserves the right to issue refunds, credits, or account adjustments on a discretionary basis. Such discretionary actions shall not establish a precedent or obligation to provide similar relief in future circumstances.
The provisions of this Article survive termination of this Agreement.
The Customer acknowledges that BN Reports is a software platform and not a provider of home inspection, engineering, architectural, legal, insurance, environmental, or code compliance services. The Customer remains solely responsible for exercising independent professional judgment in performing inspections and issuing Inspection Reports.
The Customer shall comply with all Applicable Laws, regulations, professional licensing requirements, standards of practice, codes of ethics, privacy obligations, consumer protection laws, and contractual obligations applicable to its business.
The Customer is solely responsible for: (a) all inspection findings; (b) observations; (c) photographs; (d) measurements; (e) narratives; (f) recommendations; (g) AI-generated content adopted by the Customer;
(h) conclusions; (i) final Inspection Reports; and (j) communications with clients. BN Reports does not review, certify, or guarantee the accuracy of Inspection Reports.
Where AI Services generate narratives, summaries, recommendations, or other content, the Customer shall independently review, verify, edit, and approve such content before issuing any report. The Customer shall not rely upon AI Output without exercising independent professional judgment.
The Customer shall safeguard account credentials, maintain appropriate security controls, and promptly notify BN Reports of any suspected unauthorized access.
The Customer shall use the Services solely for lawful purposes and shall not engage in any activity prohibited by this Agreement or the Acceptable Use Policy.
The Customer is responsible for ensuring that Customer Data uploaded to the Services is accurate, complete, lawful, and does not infringe the rights of any third party.
Although BN Reports may maintain backups for operational purposes, the Customer remains responsible for maintaining independent backups of all important business records, Inspection Reports, photographs, videos, templates, and other Customer Data. BN Reports shall not be liable for losses resulting from the Customer's failure to maintain independent backups.
The Customer is solely responsible for obtaining and maintaining any insurance appropriate to its business, including, where applicable: Errors and Omissions (E&O) Insurance; Commercial General Liability Insurance; Cyber Liability Insurance; Workers' Compensation Insurance; and any insurance required by Applicable Law or professional licensing authorities. BN Reports does not provide insurance coverage for the Customer.
The Customer is solely responsible for: (a) entering into agreements with clients; (b) collecting payment; (c) determining inspection scope; (d) responding to client inquiries; (e) handling complaints; (f) resolving disputes; and (g) complying with contractual obligations owed to clients. No contractual or fiduciary relationship exists between BN Reports and the Customer's clients.
Failure by the Customer to comply with this Article may result in suspension or termination under Article 13 and may subject the Customer to additional legal remedies available to BN Reports.
The obligations contained in this Article survive the expiration or termination of this Agreement to the extent necessary to enforce the rights and obligations of the parties.
BN REPORTS MASTER SUBSCRIPTION AGREEMENT Version 1.0 (Draft)
The Customer shall use the Services only for lawful purposes and in compliance with this Agreement, Applicable Law, professional standards, and BN Reports' Acceptable Use Policy.
The Services are intended solely for legitimate business activities relating to property inspections, report preparation, client communications, business management, workflow automation, scheduling, documentation, and other approved professional uses.
The Customer shall not: (a) use the Services for unlawful, fraudulent, deceptive, or misleading purposes; (b) violate any Applicable Law; (c) infringe the Intellectual Property Rights of any person; (d) upload malicious software, ransomware, spyware, worms, viruses, Trojan horses, or other harmful code;
(e) interfere with or disrupt the Services; (f) attempt unauthorized access to any Account, system, database, API, or network; (g) bypass security controls, authentication measures, or subscription limits; (h) use automated bots, scrapers, crawlers, or similar tools without BN Reports' written authorization; (i) transmit spam, phishing communications, chain letters, or unsolicited commercial messages; (j) upload illegal, defamatory, abusive, threatening, obscene, or discriminatory content; (k) impersonate another person or organization; (l) use the Services to compete unfairly with BN Reports; (m) benchmark or reverse engineer the Services without written consent; or (n) engage in any activity reasonably likely to impair the security, stability, or availability of the Services.
Customers shall use the Services in a commercially reasonable manner. BN Reports may restrict excessive usage that materially affects platform performance, including excessive API requests, AI requests, storage consumption, automation executions, or bandwidth utilization.
Except as expressly permitted under the applicable Subscription: (a) login credentials shall not be shared; (b) multiple Users shall not access a single User Account simultaneously; (c) credentials shall not be sold, rented, leased, or transferred.
Customers shall not use AI Services to: (a) generate unlawful content; (b) intentionally create misleading Inspection Reports; (c) violate privacy rights; (d) create defamatory material; (e) train competing AI systems; (f) circumvent AI safeguards; or (g) otherwise misuse AI Services.
BN Reports may investigate suspected violations of this Article and may suspend or terminate Accounts where reasonably necessary.
Customers are encouraged to promptly report suspected abuse or security vulnerabilities to BN Reports.
BN Reports may modify or expand its Acceptable Use Policy from time to time. Material changes shall be communicated in accordance with Article 37.
This Article survives termination where necessary to protect BN Reports, its Customers, and the integrity of the Services.
The Services may include Artificial Intelligence ("AI") functionality designed to assist Customers with report writing, narrative generation, image analysis, workflow automation, voice transcription, document summarization, recommendations, customer communications, scheduling assistance, and other productivity features.
AI Services are intended solely as productivity tools. AI does not replace: professional judgment; inspection expertise; field observations; licensing requirements; legal obligations; standards of practice; or the Customer's independent decision-making.
The Customer remains solely responsible for: (a) inspecting the property; (b) identifying deficiencies; (c) reviewing AI-generated content; (d) correcting inaccuracies; (e) approving final reports; and (f) communicating findings to clients.
BN Reports makes no representation or warranty that AI Output will be: accurate; complete; current; unbiased; legally compliant; free of errors; or appropriate for every inspection. AI Output should always be independently verified before use.
BN Reports may improve, retrain, replace, modify, or discontinue AI models, prompts, workflows, or providers without notice where necessary to improve performance, security, or legal compliance.
Certain AI functionality may be provided through third-party AI providers. BN Reports is not responsible for interruptions, limitations, or modifications introduced by such providers.
The Customer is responsible for all prompts, instructions, and information submitted to AI Services. The Customer shall not submit content that: (a) infringes third-party rights;
(b) violates Applicable Law; (c) contains malware; or (d) otherwise breaches this Agreement.
Subscription plans may include limitations relating to: AI requests; tokens; image processing; voice transcription; automation executions; and other AI resources. BN Reports may implement technical controls to enforce such limits.
BN Reports retains ownership of all AI infrastructure, software, models, prompts, algorithms, and related Intellectual Property. The Customer retains ownership of Customer Data and Inspection Reports as provided elsewhere in this Agreement.
AI-generated content is provided "AS IS" without warranties of any kind. The Customer assumes all responsibility for reviewing and approving AI Output before reliance or publication.
This Article survives termination of this Agreement.
BN Reports develops and licenses software. BN Reports does not perform home inspections, commercial inspections, engineering services, architectural services, environmental consulting, code enforcement, legal services, insurance services, or any other regulated professional service.
Nothing contained within the Services constitutes: engineering advice; architectural advice; legal advice; tax advice; insurance advice; construction advice; code interpretation; municipal approval; or professional certification.
The Customer shall independently determine: (a) inspection scope; (b) inspection methodology; (c) observed conditions; (d) significance of deficiencies;
(e) repair recommendations; (f) maintenance recommendations; and (g) final report conclusions.
BN Reports has no contractual, fiduciary, or professional relationship with the Customer's clients. The Customer remains solely responsible for all contractual obligations owed to their clients.
BN Reports does not guarantee that use of the Services will: identify all property defects; eliminate inspection errors; satisfy regulatory requirements; reduce liability; prevent litigation; or improve inspection outcomes.
The Customer remains solely responsible for complying with all applicable: licensing requirements; Standards of Practice; Codes of Ethics; insurance requirements; contractual obligations; and Applicable Laws.
BN Reports shall not be liable for inspection decisions, report conclusions, repair recommendations, omitted observations, or other professional judgments made by the Customer.
This Article survives termination.
The Customer retains all right, title, and interest in Customer Data uploaded to or created within the Services. Nothing in this Agreement transfers ownership of Customer Data to BN Reports.
The Customer grants BN Reports a limited, worldwide, non-exclusive, royalty-free license to host, process, transmit, store, display, reproduce, back up, and otherwise use Customer Data solely to: (a) provide the Services; (b) maintain security; (c) provide customer support; (d) improve functionality; (e) comply with Applicable Law; and (f) perform obligations under this Agreement.
The Customer represents and warrants that it possesses all rights necessary to upload, process, and use Customer Data within the Services. The Customer shall be solely responsible for obtaining all required consents from clients and third parties.
The Customer shall not upload Customer Data that: (a) violates Applicable Law; (b) infringes Intellectual Property Rights; (c) violates privacy rights; (d) contains unlawful material; or (e) otherwise breaches this Agreement.
BN Reports shall implement commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. No security system is completely secure, and BN Reports does not guarantee absolute security.
BN Reports personnel shall access Customer Data only where reasonably necessary to: (a) provide support; (b) investigate security incidents; (c) comply with legal obligations; (d) maintain the Services; or (e) otherwise perform obligations under this Agreement.
BN Reports may create anonymized or aggregated data derived from Customer Data, provided such information cannot reasonably identify the Customer or any individual. BN Reports may use aggregated data for analytics, product development, benchmarking, research, security improvements, and business operations.
Where reasonably available, BN Reports may provide tools allowing Customers to export Customer Data in commonly used electronic formats. Export availability may depend upon the applicable Subscription plan.
BN Reports may disclose Customer Data where required by: (a) Applicable Law; (b) court order; (c) subpoena; (d) governmental authority; or (e) other legally binding process. Where legally permitted, BN Reports shall use commercially reasonable efforts to notify the Customer before disclosure.
Customer Data shall be retained and deleted in accordance with Article 21 (Data Storage, Retention & Export) and BN Reports' Data Retention Policy.
The provisions relating to Customer Data ownership, confidentiality, legal compliance, and post-termination obligations survive expiration or termination of this Agreement.
BN REPORTS MASTER SUBSCRIPTION AGREEMENT Version 1.0 (Draft)
BN Reports recognizes the importance of protecting Customer Data and Personal Information. BN Reports shall collect, use, disclose, process, retain, transfer, and protect Personal Information in accordance with: (a) this Agreement; (b) the BN Reports Privacy Policy; (c) Applicable Law; and (d) commercially reasonable privacy and security practices.
Depending on the Customer's jurisdiction, processing of Personal Information may be subject to: (a) Canada's Personal Information Protection and Electronic Documents Act (PIPEDA); (b) applicable provincial privacy legislation; (c) applicable United States federal and state privacy laws;
(d) other Applicable Laws governing privacy and data protection. Customers remain responsible for complying with privacy laws applicable to their own business operations.
The Customer represents and warrants that it has obtained all necessary rights, permissions, notices, and consents required to upload and process Personal Information through the Services. The Customer shall not upload Personal Information that it is not legally authorized to process.
Except where otherwise expressly agreed in writing, BN Reports acts solely as a provider of software services. The Customer determines: (a) what Personal Information is collected; (b) the purposes of processing; (c) whom information is shared with; (d) retention periods; and (e) lawful bases for processing.
BN Reports shall maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, alteration, disclosure, or destruction. Such safeguards may include:
encryption where commercially appropriate; access controls; authentication measures; monitoring; logging; vulnerability management; secure backups; and employee confidentiality obligations.
If BN Reports becomes aware of a confirmed Security Incident affecting Customer Data, BN Reports shall use commercially reasonable efforts to: (a) investigate the incident; (b) mitigate ongoing harm; (c) notify affected Customers where required by Applicable Law; and (d) cooperate with Customers regarding legally required notifications. Notification does not constitute an admission of liability.
Customer Data may be stored or processed in jurisdictions outside the Customer's province, state, or country. The Customer acknowledges and consents to such transfers where necessary to provide the Services and where permitted by Applicable Law.
BN Reports may engage reputable third-party service providers to assist in providing the Services.
BN Reports shall require such subprocessors to maintain appropriate contractual obligations relating to confidentiality and security.
Where legally required and reasonably practicable, BN Reports shall assist Customers in responding to requests relating to Personal Information. The Customer remains primarily responsible for responding to requests made by its own clients or data subjects.
The BN Reports Privacy Policy forms part of this Agreement. In the event of a conflict between this Agreement and the Privacy Policy regarding contractual obligations, this Agreement shall govern.
This Article survives termination.
BN Reports shall store Customer Data using commercially reasonable cloud infrastructure and security practices. Storage locations may change over time as infrastructure evolves.
The Customer remains solely responsible for maintaining independent backups of critical business records. BN Reports is not intended to serve as the Customer's exclusive archival system.
Subscription plans may include limitations regarding: cloud storage; photographs; videos; AI-generated content; attachments; documents; exports; and other stored materials. Where storage limits are exceeded, BN Reports may: (a) require purchase of additional storage; (b) restrict uploads;
(c) archive older content; or (d) implement other commercially reasonable measures.
Subject to payment of all outstanding amounts and compliance with this Agreement, Customers may export Customer Data using available export tools. Supported export formats may include: PDF; HTML; CSV; images; ZIP archives; or other formats determined by BN Reports. Export functionality may vary by Subscription plan.
Following expiration or termination of the Subscription, BN Reports may retain Customer Data for a commercially reasonable period to permit export, legal compliance, backup restoration, dispute resolution, fraud prevention, and security purposes.
Following expiration of applicable retention periods, BN Reports may permanently delete Customer Data. Once permanently deleted, Customer Data may not be recoverable.
BN Reports may retain Customer Data beyond ordinary retention periods where necessary to: (a) comply with Applicable Law; (b) preserve evidence; (c) respond to litigation; (d) satisfy governmental requests; (e) investigate fraud; or (f) protect legal rights.
Customer Data may remain within encrypted backup systems for a commercially reasonable period following deletion until normal backup rotation procedures permanently remove such information.
BN Reports may offer optional migration services to assist Customers in importing or exporting Customer Data. Such services may be subject to additional fees.
BN Reports does not guarantee indefinite storage of Customer Data. Customers are responsible for timely export of important business information.
The obligations relating to data retention, legal holds, confidentiality, and security survive termination.
The Services may integrate with third-party software, including payment processors, CRMs, accounting platforms, calendar applications, mapping services, AI providers, communication services, cloud providers, and other business applications.
The Customer determines whether to connect Third-Party Services. Integration with any Third-Party Service is voluntary unless expressly required for a specific feature.
Third-Party Services remain governed by the applicable agreements between the Customer and the third-party provider. BN Reports is not a party to those agreements.
BN Reports is not responsible for: (a) Third-Party Service availability; (b) pricing; (c) functionality; (d) security;
(e) privacy practices; (f) outages; (g) modifications; (h) discontinued APIs; or (i) actions or omissions of third-party providers.
Third-party providers may modify or discontinue their APIs at any time. BN Reports shall not be liable for interruptions resulting from such changes.
The Customer is solely responsible for safeguarding credentials used to access Third- Party Services.
BN Reports may suspend or disable integrations where necessary to protect security, comply with Applicable Law, or maintain platform stability.
BN Reports may introduce, modify, or discontinue integrations at its discretion. Nothing in this Agreement obligates BN Reports to maintain any specific integration.
This Article survives termination.
BN Reports and its licensors exclusively own all right, title, and interest in and to the Services, including all Intellectual Property Rights.
BN Reports' Intellectual Property includes, without limitation: software; source code; object code; APIs; databases; AI models; prompts; algorithms; workflows; documentation; report generation technology; designs; trademarks; logos; graphics; user interfaces; domain names; trade secrets; inventions; know-how; and proprietary business methods.
The Customer retains ownership of Customer Data and final Inspection Reports, subject to the licenses granted elsewhere in this Agreement.
If the Customer provides suggestions, ideas, feature requests, comments, improvements, or other feedback, the Customer grants BN Reports a perpetual, worldwide, irrevocable, royalty-free license to use such feedback without restriction or compensation.
The Customer shall not use BN Reports' trademarks, logos, branding, or trade dress without prior written authorization except for truthful references identifying compatibility with BN Reports.
All software, Documentation, graphics, and related materials are protected by copyright and other Intellectual Property laws. Unauthorized copying, reproduction, distribution, or modification is prohibited.
Except where expressly prohibited by Applicable Law, the Customer shall not reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive the source code, algorithms, AI models, or architecture of the Services.
The Customer shall not use the Services, Documentation, AI Output, or proprietary information to develop, improve, train, market, or operate any competing software platform.
The Customer acknowledges that unauthorized use of BN Reports' Intellectual Property may cause irreparable harm. BN Reports shall be entitled to seek injunctive relief, specific performance, and all other legal or equitable remedies available under Applicable Law without prejudice to any claim for monetary damages.
Except for the limited licenses expressly granted in this Agreement, BN Reports reserves all rights in and to the Services. No rights are granted by implication, estoppel, waiver, or otherwise.
The provisions of this Article survive expiration or termination of this Agreement.
BN REPORTS MASTER SUBSCRIPTION AGREEMENT Version 1.0 (Draft)
The Customer may voluntarily provide BN Reports with comments, suggestions, ideas, recommendations, feature requests, bug reports, enhancement proposals, testing results, usability feedback, or other information relating to the Services ("Feedback"). The Customer has no obligation to provide Feedback.
To the extent permitted by Applicable Law, the Customer grants BN Reports a perpetual, irrevocable, worldwide, non-exclusive, transferable, sublicensable, royalty- free, fully paid license to use, reproduce, modify, publish, distribute, commercialize, display, perform, incorporate, and otherwise exploit Feedback for any lawful purpose without restriction or compensation.
Unless expressly agreed in writing before submission, Feedback shall not be considered Confidential Information. BN Reports shall have no obligation to maintain the confidentiality of Feedback.
The Customer acknowledges that BN Reports is under no obligation to: (a) implement Feedback; (b) respond to Feedback; (c) compensate the Customer; or (d) attribute Feedback to the Customer.
Nothing in this Agreement prevents BN Reports from independently developing features, products, services, technologies, or functionality that may be similar or identical to Feedback provided by the Customer.
Where the Customer participates in beta testing, pilot programs, early access programs, or feature previews, BN Reports may use all resulting Feedback to improve the Services.
If the Customer publicly posts reviews, testimonials, or endorsements regarding BN Reports, BN Reports may reference or display such publicly available statements for marketing purposes unless the Customer requests removal in writing. Nothing in this Section grants BN Reports the right to use the Customer's trademarks or logos without separate written permission.
BN Reports reserves all rights relating to the implementation, modification, rejection, or commercialization of Feedback.
This Article survives expiration or termination of this Agreement.
"Confidential Information" means any non-public information disclosed by either party, whether oral, written, electronic, visual, or otherwise, that is identified as confidential or that reasonably should be understood to be confidential due to its nature or the circumstances of disclosure. Confidential Information includes, without limitation: (a) software architecture; (b) source code; (c) object code; (d) algorithms; (e) AI models and prompts; (f) pricing not publicly available; (g) business plans; (h) financial information; (i) security procedures; (j) customer lists; (k) product roadmaps; (l) technical documentation; (m) trade secrets; (n) proprietary workflows;
(o) Customer Data; and (p) any other proprietary information.
Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was lawfully known to the receiving party before disclosure; (c) is independently developed without use of Confidential Information; or (d) is lawfully received from a third party without confidentiality obligations.
Each party shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) protect Confidential Information using at least reasonable care; (c) limit disclosure to employees, contractors, advisors, or subprocessors with a legitimate need to know; and (d) ensure such persons are bound by confidentiality obligations no less protective than those contained herein.
A receiving party may disclose Confidential Information where required by Applicable Law, court order, subpoena, governmental authority, or regulatory obligation. Where legally permitted, the receiving party shall provide prompt notice to the disclosing party before disclosure.
Customer Data constitutes Confidential Information and shall be handled in accordance with this Agreement and the BN Reports Privacy Policy.
Each party shall implement commercially reasonable safeguards designed to prevent unauthorized disclosure of Confidential Information.
Upon expiration or termination of this Agreement, each party shall, upon written request, return or securely destroy Confidential Information in its possession, except where retention is required by Applicable Law, backup systems, or legitimate legal obligations.
The parties acknowledge that unauthorized disclosure of Confidential Information may result in irreparable harm. The injured party may seek injunctive relief, equitable relief, or other remedies available under Applicable Law.
Confidentiality obligations survive for five (5) years following termination of this Agreement, except for trade secrets and Customer Data, which shall remain protected for so long as they qualify as confidential under Applicable Law.
BN Reports may, at its sole discretion, offer beta features, preview releases, experimental functionality, pilot programs, or early access services ("Beta Features"). Participation is voluntary unless otherwise agreed in writing.
Beta Features are experimental and may: (a) contain defects; (b) operate inconsistently; (c) change without notice; (d) be modified or withdrawn at any time; or (e) never become commercially available.
Customers use Beta Features entirely at their own risk. BN Reports does not recommend relying upon Beta Features for mission-critical business operations unless expressly stated otherwise.
Customers participating in Beta Features are encouraged to provide Feedback.
Such Feedback shall be governed by Article 24.
Unless otherwise stated, Beta Features, related Documentation, demonstrations, screenshots, discussions, and technical information constitute Confidential Information. The Customer shall not publicly disclose or publish information regarding Beta Features without BN Reports' prior written consent.
Beta Features are provided strictly "AS IS" and "AS AVAILABLE" without warranties of any kind.
To the fullest extent permitted by Applicable Law, BN Reports shall not be liable for damages arising from the Customer's use of Beta Features.
BN Reports may discontinue Beta Features immediately without liability.
BN Reports may replace Beta Features with commercial releases, discontinue them permanently, or materially alter functionality without compensation.
This Article survives termination.
BN Reports shall use commercially reasonable efforts to make the Services available to Customers on a continuous basis. However, BN Reports does not guarantee uninterrupted, error-free, or continuous operation of the Services.
BN Reports may perform scheduled maintenance, upgrades, security patches, infrastructure improvements, or system enhancements. Where reasonably practicable, advance notice of scheduled maintenance affecting Service availability will be provided.
BN Reports may perform emergency maintenance without prior notice where necessary to: (a) protect security; (b) address software vulnerabilities; (c) maintain system stability; (d) prevent service interruption; or (e) comply with Applicable Law.
Service availability may be affected by: internet outages; cloud provider failures; third-party service interruptions; telecommunications failures; cyberattacks; force majeure events; software defects; or circumstances beyond BN Reports' reasonable control. Such interruptions shall not constitute a breach of this Agreement.
BN Reports may provide customer support through one or more of the following channels: (a) email; (b) online support portal; (c) knowledge base; (d) documentation; (e) chat support; (f) video resources; or (g) other communication methods designated by BN Reports. Support availability may vary depending on the Customer's Subscription plan.
Unless expressly provided in an executed Service Level Agreement ("SLA"), BN Reports does not guarantee specific response or resolution times for support requests.
Any published support targets are goals only and not contractual commitments.
BN Reports may deploy: (a) security updates; (b) bug fixes; (c) feature enhancements; (d) performance improvements; (e) AI model updates; (f) infrastructure upgrades; and (g) user interface improvements, without prior approval from the Customer.
BN Reports may discontinue, replace, or retire features, integrations, or Services where commercially reasonable. Material discontinuations affecting subscribed functionality will be communicated in advance where practicable.
Nothing in this Article creates a contractual Service Level Agreement unless expressly agreed in a separate written SLA executed by BN Reports.
The provisions of this Article survive termination to the extent necessary to enforce outstanding obligations.
BN REPORTS MASTER SUBSCRIPTION AGREEMENT Version 1.0 (Draft)
BN Reports shall maintain and continually improve a commercially reasonable information security program designed to protect the confidentiality, integrity, and availability of the Services and Customer Data.
BN Reports may implement administrative safeguards including: (a) employee confidentiality agreements; (b) security awareness training; (c) role-based access controls; (d) background screening where appropriate; (e) internal security policies; and (f) incident response procedures.
BN Reports may employ commercially reasonable technical safeguards, including:
(a) encryption in transit using industry-standard protocols; (b) encryption of stored data where commercially appropriate; (c) multi-factor authentication for administrative access where reasonably available; (d) network monitoring; (e) logging and audit trails; (f) vulnerability scanning; (g) malware protection; (h) intrusion detection and prevention systems; and (i) regular software updates and security patches.
Where BN Reports utilizes third-party hosting providers, commercially reasonable physical security measures shall be maintained by such providers, including controlled facility access and environmental protections.
The Customer is responsible for: (a) safeguarding login credentials; (b) maintaining secure devices and networks; (c) promptly installing supported software updates; (d) maintaining appropriate antivirus protection; (e) restricting unauthorized access to its systems; and (f) notifying BN Reports promptly of suspected security incidents.
BN Reports may conduct vulnerability assessments, penetration testing, security audits, or other evaluations to improve the security of the Services.
Upon becoming aware of a confirmed Security Incident affecting Customer Data, BN Reports shall use commercially reasonable efforts to: (a) investigate the incident; (b) mitigate ongoing risks; (c) restore affected Services where practicable; and (d) provide notification where required by Applicable Law.
The Customer acknowledges that no information system or method of electronic transmission can be guaranteed to be completely secure. BN Reports does not warrant that unauthorized access, cyberattacks, data loss, or other security incidents will never occur.
BN Reports reserves the right to implement additional security measures, modify security requirements, or suspend access where reasonably necessary to protect the Services or Customers.
This Article survives termination.
To the fullest extent permitted by Applicable Law, the Services, Documentation, AI Services, Beta Features, APIs, integrations, and all related functionality are provided on an "AS IS," "AS AVAILABLE," and "WITH ALL FAULTS" basis.
BN Reports expressly disclaims all warranties and representations, whether express, implied, statutory, or otherwise, including, without limitation: (a) merchantability; (b) fitness for a particular purpose; (c) title; (d) non-infringement; (e) satisfactory quality; (f) uninterrupted availability; (g) error-free operation; (h) compatibility with third-party systems; and (i) any warranties arising from course of dealing, usage, or trade.
BN Reports does not warrant that use of the Services will: (a) increase business revenue;
(b) reduce liability; (c) eliminate inspection errors; (d) satisfy licensing requirements; (e) prevent litigation; (f) identify all property defects; (g) improve inspection quality; or (h) achieve any specific business outcome.
BN Reports makes no warranty regarding the accuracy, completeness, legality, reliability, or suitability of AI-generated content. Customers must independently verify all AI Output before relying upon it.
BN Reports does not warrant any third-party software, integrations, payment processors, cloud providers, AI providers, or external services.
BN Reports does not guarantee uninterrupted internet connectivity, telecommunications services, cloud availability, or uninterrupted access resulting from circumstances beyond BN Reports' reasonable control.
The Customer acknowledges that professional inspection decisions remain solely the responsibility of the Customer.
Some jurisdictions do not permit exclusion of certain warranties. Where prohibited by Applicable Law, portions of this Article shall apply only to the maximum extent permitted.
This Article survives termination.
To the fullest extent permitted by Applicable Law, BN Reports shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or enhanced damages, including but not limited to: (a) lost profits; (b) lost revenue; (c) lost business opportunities; (d) lost goodwill; (e) business interruption; (f) loss of data; (g) replacement software costs; (h) legal expenses; (i) inspection-related claims; (j) client disputes; or (k) reputational harm.
Except for liability that cannot legally be limited, BN Reports' total cumulative liability arising out of or relating to this Agreement shall not exceed the greater of: (a) the total Subscription Fees actually paid by the Customer to BN Reports during the twelve (12) months immediately preceding the event giving rise to the claim; or (b) One Hundred Canadian Dollars (CAD $100.00).
The remedies expressly provided under this Agreement are the Customer's exclusive remedies.
The liability cap applies collectively to all claims arising out of or relating to this Agreement, regardless of the legal theory asserted.
No claim arising from this Agreement may be commenced more than one (1) year after the cause of action first arose, except where a longer limitation period is required by Applicable Law.
The parties acknowledge that the pricing of the Services reflects the allocation of risk contained in this Agreement and that BN Reports would not enter into this Agreement without these liability limitations.
Where Applicable Law prohibits portions of these limitations, they shall apply only to the maximum extent permitted.
This Article survives termination.
The Customer shall defend, indemnify, and hold harmless BN Reports, its affiliates, officers, directors, employees, contractors, licensors, successors, and assigns from and against any claims, actions, proceedings, damages, liabilities, judgments, settlements, penalties, fines, costs, and reasonable legal fees arising out of or relating to: (a) the Customer's use of the Services; (b) Customer Data; (c) Inspection Reports; (d) professional advice or recommendations issued by the Customer; (e) violations of this Agreement; (f) violations of Applicable Law; (g) infringement of third-party rights by the Customer; (h) negligence or willful misconduct of the Customer; or (i) disputes between the Customer and its clients.
Subject to the limitations of this Agreement, BN Reports shall defend or settle claims alleging that the unmodified Services directly infringe a valid third-party copyright, patent, or trademark, provided that: (a) the Customer promptly notifies BN Reports in writing; (b) BN Reports has sole control of the defense and settlement; (c) the Customer reasonably cooperates; and
(d) the alleged infringement does not arise from Customer modifications, Third-Party Services, or misuse of the Services.
If an infringement claim is reasonably likely, BN Reports may, at its option: (a) obtain the right for continued use; (b) modify the Services; (c) replace the affected functionality; or (d) terminate the affected Services and refund prepaid fees covering the unused portion of the applicable Subscription Term.
This Article constitutes the Customer's exclusive remedy for Intellectual Property infringement claims against BN Reports.
This Article survives termination.
The Customer shall comply with all applicable export control, economic sanctions, import, and trade laws applicable to its use of the Services.
The Customer shall not use, access, export, re-export, transfer, or make the Services available in any jurisdiction prohibited by Applicable Law or applicable sanctions programs.
The Customer represents and warrants that it is not: (a) listed on any applicable governmental sanctions list; (b) owned or controlled by a sanctioned person or entity; or (c) acting on behalf of a sanctioned person or entity.
The Customer shall not use the Services in connection with activities prohibited under applicable export control or sanctions laws, including the development or support of unlawful military, nuclear, chemical, biological, or other prohibited activities.
BN Reports may immediately suspend or terminate access to the Services where continued access would violate applicable export control or sanctions laws.
This Article survives termination of this Agreement.
BN REPORTS MASTER SUBSCRIPTION AGREEMENT Version 1.0 (Draft)
Neither party shall be liable for any delay, failure to perform, or interruption of performance under this Agreement to the extent caused by events beyond that party's reasonable control ("Force Majeure Event"). Force Majeure Events include, without limitation: (a) acts of God; (b) natural disasters; (c) floods; (d) earthquakes; (e) hurricanes; (f) tornadoes; (g) severe weather; (h) fire; (i) explosions; (j) pandemics; (k) epidemics;
(l) public health emergencies; (m) war; (n) terrorism; (o) civil unrest; (p) riots; (q) labor disputes not involving the affected party's own workforce; (r) governmental actions; (s) embargoes; (t) sanctions; (u) cyberattacks of extraordinary scale; (v) widespread internet outages; (w) cloud infrastructure failures; (x) utility failures; (y) telecommunications disruptions; or (z) any other event beyond the reasonable control of the affected party.
The affected party shall provide commercially reasonable notice of the Force Majeure Event when practical.
Performance of affected obligations shall be suspended for the duration of the Force Majeure Event.
Payment obligations for Services already rendered remain due unless otherwise prohibited by Applicable Law.
The affected party shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as reasonably practicable.
If a Force Majeure Event continues for more than ninety (90) consecutive days and materially prevents performance, either party may terminate the affected Subscription upon written notice. Termination under this Section shall not affect payment obligations accrued prior to termination.
This Article survives termination to the extent necessary to resolve obligations arising from a Force Majeure Event.
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 therein, without regard to conflict of law principles.
Customers located outside Canada acknowledge that the governing law specified in this Agreement shall apply except where mandatory consumer protection or other non- waivable laws of the Customer's jurisdiction require otherwise.
Subject to Article 35 (Dispute Resolution), the parties irrevocably submit to the exclusive jurisdiction of the courts located in Ottawa, Ontario, Canada for proceedings that are not subject to arbitration.
Nothing in this Agreement limits BN Reports' right to seek temporary, interlocutory, or permanent injunctive or equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights, Confidential Information, or other proprietary interests.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement.
If any portion of this Article is determined to be unenforceable under Applicable Law, the remaining provisions shall remain in full force and effect.
This Article survives termination.
Before commencing legal proceedings, the parties shall use commercially reasonable efforts to resolve disputes through good faith negotiations.
A party asserting a dispute shall provide written notice describing: (a) the nature of the dispute; (b) supporting facts; (c) requested relief; and (d) relevant documentation. The parties shall attempt to resolve the dispute within thirty (30) days following receipt of such notice.
If the dispute is not resolved through informal negotiations, the parties may mutually agree to participate in confidential mediation before commencing arbitration or litigation.
Except where prohibited by Applicable Law or where equitable relief is sought under Section 34.4, any dispute arising out of or relating to this Agreement shall be finally resolved by binding arbitration administered by a mutually agreed arbitration organization in Ontario, Canada. The arbitration shall:
(a) be conducted in English; (b) be heard by one arbitrator unless otherwise agreed; (c) take place in Ottawa, Ontario unless conducted virtually; and (d) result in a final and binding award.
To the fullest extent permitted by Applicable Law, each party agrees that disputes shall be brought solely in an individual capacity and not as a plaintiff or class member in any class action, representative action, collective action, or similar proceeding. Nothing in this Section limits rights that cannot legally be waived.
The party initiating any claim, arbitration, lawsuit, or other legal proceeding against BN Reports (the "Claimant") shall be solely responsible for all legal fees, arbitration fees, administrative fees, expert witness fees, court costs, and all other expenses incurred by both the Claimant and BN Reports in connection with such proceeding, regardless of the outcome, except where prohibited by Applicable Law. The arbitrator shall have no authority to reallocate such fees or costs contrary to this provision.
Nothing in this Agreement prevents either party from seeking temporary or permanent equitable relief relating to: (a) Intellectual Property Rights; (b) Confidential Information; (c) unauthorized access; (d) cybersecurity incidents; or
(e) other matters where monetary damages would be an inadequate remedy.
Any claim arising under this Agreement shall be commenced within the time period specified in Article 30 or, where required, within the applicable statutory limitation period.
This Article survives termination.
The Customer consents to receive all notices, invoices, disclosures, agreements, statements, updates, security notices, and other communications electronically.
Electronic communications satisfy any legal requirement that communications be in writing to the fullest extent permitted by Applicable Law.
The parties agree that electronic signatures, electronic acceptance, click-through agreements, digital acknowledgements, and similar methods constitute legally binding signatures under Applicable Law, including applicable Canadian and United States electronic commerce legislation.
The Customer is responsible for maintaining an accurate email address and ensuring delivery of communications from BN Reports. Failure to receive an email due to spam filters, incorrect contact information, or technical issues does not invalidate notices properly sent by BN Reports.
Electronic records maintained by BN Reports constitute admissible evidence of transactions, account activity, acceptance of this Agreement, Subscription purchases, renewals, and other actions taken through the Services.
This Article survives termination.
BN Reports may amend this Agreement from time to time to reflect: (a) changes in Applicable Law; (b) new Services or features; (c) security requirements; (d) technological developments; (e) operational improvements; (f) business practices; or (g) other legitimate business needs.
Material changes to this Agreement shall be communicated through one or more of the following methods: (a) email; (b) in-application notifications; (c) account dashboard notices; (d) publication on the BN Reports website; or (e) other commercially reasonable methods.
Unless otherwise required by Applicable Law, amendments become effective on the date specified in the notice.
Continued access to or use of the Services after the effective date of an amendment constitutes acceptance of the revised Agreement. If the Customer does not agree to a material amendment, the Customer's sole remedy is to discontinue use of the Services and cancel the Subscription in accordance with Article 12, subject to any non-waivable rights under Applicable Law.
BN Reports may maintain prior versions of this Agreement for historical and legal purposes. The version identified by its effective date shall govern the applicable Subscription period unless otherwise required by Applicable Law.
No oral statement, representation, or course of conduct shall modify this Agreement. Any modification by the Customer is effective only if expressly agreed to in writing by an authorized representative of BN Reports.
This Article survives termination where necessary to enforce rights or obligations arising from prior versions of this Agreement.
BN REPORTS MASTER SUBSCRIPTION AGREEMENT Version 1.0 (Draft)
This Agreement, together with any applicable Order Form, Privacy Policy, Acceptable Use Policy, Data Processing Addendum, Service Level Agreement (if any), and any documents expressly incorporated by reference, constitutes the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous understandings, negotiations, proposals, representations, warranties, communications, and agreements, whether oral or written.
The Customer shall not assign, transfer, delegate, sublicense, or otherwise dispose of any rights or obligations under this Agreement without BN Reports' prior written consent. BN Reports may assign this Agreement, in whole or in part, to: (a) an affiliate; (b) a successor by merger; (c) a purchaser of substantially all assets; (d) an acquirer of BN Reports; or (e) any successor in interest. Any unauthorized assignment by the Customer shall be void.
Nothing contained in this Agreement creates a partnership, joint venture, agency, fiduciary relationship, franchise, employment relationship, or other legal association between the parties. Each party acts as an independent contractor.
Except as expressly provided herein, this Agreement is intended solely for the benefit of the parties and their permitted successors and assigns. No third party shall have any rights under this Agreement.
No waiver of any provision shall be effective unless made in writing and signed by an authorized representative of the waiving party. Failure to enforce any provision shall not constitute a waiver of future enforcement.
If any provision of this Agreement is determined to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, the remaining provisions shall remain in full force and effect. The invalid provision shall be interpreted or modified to the minimum extent necessary to make it enforceable while preserving its intended purpose.
Headings are included for convenience only and do not affect interpretation.
Words including the singular include the plural and vice versa where appropriate. The words "including," "includes," and "include" mean "including without limitation."
The parties expressly acknowledge that they have requested this Agreement and all related documents be drafted in the English language. Les parties reconnaissent avoir expressément demandé que la présente convention ainsi que tous les documents qui s'y rattachent soient rédigés en langue anglaise.
The Customer acknowledges that it has not relied upon any statement, promise, forecast, marketing material, demonstration, estimate, or representation not expressly contained in this Agreement.
Where signatures are required, this Agreement may be executed electronically and in counterparts, each of which shall constitute an original.
Any provision which by its nature should survive termination shall survive, including but not limited to provisions relating to: payment obligations; Intellectual Property; confidentiality; data protection; dispute resolution; limitation of liability;
indemnification; export compliance; audit rights; and governing law.
Unless otherwise specified, legal notices under this Agreement shall be sent to the contact information designated by BN Reports on its website or within the Services. Electronic notice is acceptable where permitted by Applicable Law.
BN Reports may provide notices by: (a) email; (b) in-application notifications; (c) dashboard messages; (d) posting notices on the BN Reports website; or (e) other commercially reasonable electronic means.
Unless otherwise required by Applicable Law: notices sent by email are deemed received when transmitted, provided no delivery failure notice is received; notices posted within the Services are deemed received upon posting; notices sent by recognized courier are deemed received on the date of confirmed delivery; and notices sent by registered mail are deemed received five (5) Business Days after mailing.
The Customer shall maintain accurate and current contact information. BN Reports shall not be responsible for failed delivery resulting from outdated or inaccurate contact information.
Nothing in this Agreement prevents BN Reports from serving legal notices or responding to legal process using any method permitted by Applicable Law.
This Article survives termination.
This Agreement becomes effective on the earlier of: (a) the Customer's acceptance of this Agreement; (b) creation of a BN Reports Account; (c) purchase of a Subscription; (d) use of the Services; or (e) execution of an applicable Order Form.
This Agreement is binding upon and benefits the parties and their respective permitted successors and assigns.
Nothing in this Agreement shall be interpreted to require either party to violate Applicable Law. If compliance with Applicable Law requires modification of performance under this Agreement, the parties shall cooperate in good faith to achieve compliance.
Article titles, headings, and formatting are provided solely for convenience and shall not affect interpretation.
If there is a conflict between the documents governing the relationship between the parties, the following order of precedence shall apply unless expressly stated otherwise: 1. Executed Enterprise Agreement or negotiated Order Form; 2. Data Processing Addendum (where applicable); 3. This Master Subscription Agreement; 4. Service Level Agreement (if applicable); 5. Acceptable Use Policy; 6. Privacy Policy; 7. Documentation and Knowledge Base; 8. Marketing materials and website content.
Except for the limited rights expressly granted herein, BN Reports reserves all rights not expressly granted under this Agreement.
Questions regarding this Agreement may be directed to BN Reports through the contact information published on the BN Reports website.
By accessing or using the Services, the Customer acknowledges that they: (a) have read this Agreement; (b) understand this Agreement; (c) had the opportunity to seek independent legal advice; (d) agree to be legally bound by this Agreement; and (e) accept all incorporated policies and documents.
This Article and all provisions intended by their nature to survive expiration or termination shall remain in full force and effect.