These Terms of Service (the “Agreement”) were last revised and shall become effective as of November 1, 2022.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES.

By accessing and using any of the services (the “Services”) being made available to you by Delivra Inc. and its affiliated companies (“Delivra”), and any applicable documentation, media, manuals and other technical information including an online help system related to the Services (collectively, the “Related Materials”), you hereby agreed to the following terms and conditions.

THE SERVICES AND THE RELATED MATERIALS ARE PROVIDED TO YOU BY DELIVRA FOR USE ONLY IN ACCORDANCE WITH THE TERMS, CONDITIONS AND RESTRICTIONS SET OUT IN THIS AGREEMENT. ALL RIGHTS WHICH ARE NOT EXPRESSLY GRANTED TO YOU UNDER THIS AGREEMENT ARE RESERVED BY DELIVRA.

1. LICENSE - Subject to the terms and conditions of this Agreement, Delivra grants to you a revocable, limited, non-exclusive, non-transferable license, without the right to sublicense, to use the Services and the Related Materials in accordance with this Agreement and any other written agreement that you may have with Delivra. These terms and conditions will also govern any Services upgrades and updates provided by Delivra that replace and/or supplement the original Services, unless such upgrades and/or updates are accompanied by a separate license agreement, in which case the terms and conditions of that license agreement will govern. You are being granted a limited right and license to use the Services and the Related Materials. Delivra does not transfer title of the Services or the Related Materials to you. This Agreement is a legally binding agreement between Delivra and you. If you do not agree to the terms and conditions of this Agreement, you are required to immediately cease using the Services and any Related Materials, and remove any components of the Services and any Related Materials from your computer.

2. SERVICES AVAILABILITY - Delivra uses commercially reasonable endeavors to ensure that the Services are available 24 hours a day 7 days a week. However, there will be occasions when the Services will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment that are beyond the control of Delivra. Every reasonable step will be taken by us to minimize such disruption where it is within the reasonable control of Delivra. You agree that Delivra shall not be responsible or liable to you for the deletion or failure to store or make available any content and other communications maintained or transmitted through the Services, or any modification, suspension or discontinuance of the Services, in whole or in part. You acknowledge that Delivra reserves the right, in its sole discretion, to limit your activity and use of the Services and any Related Materials. Delivra reserves the right to terminate, suspend, or limit certain features or functionality of your User Account (as defined below) based on usage that exceeds any limits established by Delivra, or if you violate any terms and conditions of this Agreement.

3. THIRD-PARTY CONTENT AND SOFTWARE – The Services may include third-party software components and technologies. Such third-party software may incorporate certain open-source software and code, which is being licensed to you and is subject to the licensing terms and conditions of each applicable third-party provider. You are permitted to use and may be permitted to distribute, free of charge, certain source code of the Services functionality under the applicable public licenses. The applicable open-source licenses may permit you to copy, run, modify, and/or redistribute the open-source components, subject to certain restrictions, described in the terms of each applicable license. You are responsible for reviewing and complying with each applicable license. The terms and conditions of this Agreement are not intended to limit your rights under the applicable third-party open-source licenses, nor grant you any rights that supersede the terms and conditions of any particular third-party open-source licenses. You acknowledge and agree that in the event of any conflict or discrepancy between the terms and conditions set out in this Agreement and the applicable third-party open-source license, the terms of the third-party open-source license shall govern and prevail. The Services may utilize various third-party open-source software code and technologies, and the applicable licenses can be viewed at http://inboxflows.com/trust/terms-of-service/open-source-libraries.

4. DISTRIBUTION - Unless otherwise authorized herein or by a written agreement between you and Delivra, the Services, any Related Materials, and the license herein granted shall not be copied, shared, distributed, re-sold, offered for re-sale, transferred or sub-licensed in whole or in part.

5. USER AGREEMENT

5.1 Delivra is providing you with certain Services provided that you are of legal age to form a binding contract in your applicable jurisdiction. In order to receive or access to the Services, you may be required to provide current, accurate identification, contact, and other information as part of the registration process and/or your continued use of the Services. If you choose to register and create an account to use the Services (“User Account”), you will be asked to check a box or click “I Agree” to indicate that you have read and agree to be bound by the terms and conditions of this Agreement. You are responsible for maintaining the confidentiality of your user login information and account password, and you are responsible for all activities that occur under your User Account. You agree to immediately notify Delivra of any unauthorized use of your password or User Account or any other breach of security. Delivra cannot and will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your login information and/or password secure.

5.2 Use Restrictions - You shall use the Services and any Related Materials in compliance with all applicable laws and not for any unlawful purpose. When using the Services, you agree to comply with your own local laws and regulations regarding online conduct and acceptable content, including laws regulating the export of data to and from your country of residence. The assignment, sublicense, networking, timesharing, sale, or distribution of the Services is strictly forbidden without the prior written consent of Delivra. It is a violation of this Agreement to assign, sell, share, loan, rent, lease, borrow, network or transfer the use of the Services. You agree not to use the Services (i) for any unlawful purposes or the promotion of any illegal activities, including without limitation, that may be threatening, obscene, libelous or defamatory, harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age; (ii) to impersonate any person or entity, or otherwise to misrepresent your affiliation with a person or entity while using the Services; and/or (iii) to collect, intercept or harvest user names, to collect, intercept or store personal data about other or users of the Services, or to solicit or attempt to discover a user's password, user name or other registration information without the user's express knowledge and consent.

5.3 Copyright Restriction –You acknowledge and agree that any and all intellectual property rights to or arising from the Services and Related Materials, including any new releases, modifications, updates or enhancements, are and shall remain the exclusive property of Delivra and/or its licensors. Nothing in this Agreement intends to transfer any such intellectual property rights to, or to vest any such intellectual property rights in, you. You are only entitled to the limited use of the intellectual property rights granted to you under this Agreement. You will not take any action to jeopardize, limit or interfere with the intellectual property rights of Delivra. You acknowledge and agree that any unauthorized use of any Delivra intellectual property rights is a violation of this Agreement as well as a violation of intellectual property laws, including without limitation copyright laws and trademark laws. You acknowledge and understand that all title and intellectual property rights in and to any third-party content that is not contained in the Services or any Related Materials, but may be accessed through use of the Services, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. The Services and Related Materials contain copyrighted material, trade secrets and other proprietary material. You shall not remove or obscure any copyright, trademark, trade-secret, or other proprietary notices or legends from the Services or Related Materials. You shall not, and shall not attempt to directly or indirectly, modify, reverse engineer, disassemble or decompile the Services or the Related Materials, nor can you create any derivative works or other works that are based upon or derived from the Services or Related Materials in whole or in part. The foregoing shall not apply to any open-source software and/or technologies as defined under Section 2 above, and you agree to comply with any and all terms, conditions, licenses, guidelines, and policies with respect to such open-source software and/or technologies. No program, code, part, image, or text may be copied or used in any way by you except as intended within the bounds of this Agreement. All rights not expressly granted hereunder are reserved for Delivra and its applicable licensors.

5.4 Limitation of Liability & Indemnification – You will indemnify, hold harmless, and defend Delivra, its employees, directors, subsidiaries, parent company, agents and distributors against any and all claims, proceedings, demand and costs resulting from or in any way connected with your use of the Services and the Related Materials. IN NO EVENT (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF NEGLIGENCE) WILL DELIVRA, ITS LICENSORS AND CONTRIBUTORS, EMPLOYEES, DIRECTORS, PARENT COMPANY, AGENTS, DISTRIBUTORS, OR LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR DATA, PERSONAL INJURY, OR PECUNIARY LOSS), IN CONNECTION WITH OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, THE RELATED MATERIALS, ANY THIRD-PARTY SOFTWARE COMPONENTS, TECHNOLOGIES, OR EXTENSIONS, OR THE USE OR INABILITY TO USE THE SERVICES, THE RELATED MATERIALS, ANY THIRD-PARTY CONTENT, SOFTWARE COMPONENTS,  TECHNOLOGIES, OR EXTENSIONS, OR THE FURNISHING, PERFORMANCE OR USE OF ANY OTHER MATTERS HEREUNDER WHETHER BASED UPON CONTRACT, TORT OR ANY OTHER THEORY INCLUDING NEGLIGENCE, EVEN IF DELIVRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL DELIVRA BE LIABLE FOR ANY FAILURE OR DELAY RESULTING FROM ANY GOVERNMENTAL ACTION, FIRE, FLOOD, INSURRECTION, EARTHQUAKE, POWER FAILURE, RIOT, EXPLOSION, EMBARGO, PANDEMIC, STRIKES WHETHER LEGAL OR ILLEGAL, LABOR OR MATERIAL SHORTAGE, TRANSPORTATION INTERRUPTION OF ANY KIND, WORK SLOWDOWN, OR ANY ACTION BEYOND ITS REASONABLE CONTROL. THIS LIMITATION OF LIABILITY ALSO APPLIES TO ANY CLAIMS THAT YOU MAY BRING AGAINST ANY OTHER PARTY TO THE EXTENT THAT DELIVRA WOULD BE REQUIRED TO INDEMNIFY THAT PARTY FOR SUCH CLAIM. MULTIPLE CLAIMS SHALL NOT EXPAND THE LIMITATIONS SET FORTH UNDER THIS LIMITATION OF LIABILITY.

5.5 Disclaimer and Warranties – THE SERVICES, THE RELATED MATERIALS, AND ANY THIRD-PARTY SOFTWARE COMPONENTS, TECHNOLOGIES, OR EXTENSIONS ARE BEING PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS.  EXCEPT AS EXPRESSLY STATED IN WRITING BY AN AUTHORIZED EMPLOYEE OF DELIVRA, DELIVRA AND ITS LICENSORS AND CONTRIBUTORS MAKE NO REPRESENTATION OR WARRANTIES IN RESPECT OF THE SERVICES, THE RELATED MATERIALS, OR ANY THIRD-PARTY SOFTWARE COMPONENTS, TECHNOLOGIES, OR EXTENSIONS AND EXPRESSLY EXCLUDES ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. DELIVRA AND ITS LICENSORS AND CONTRIBUTORS FURTHER DO NOT REPRESENT OR WARRANT THAT THE SERVICES, THE RELATED MATERIALS, OR ANY THIRD-PARTY SOFTWARE COMPONENTS, TECHNOLOGIES, OR EXTENSIONS WILL ALWAYS BE ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES DELIVRA, ITS LICENSORS AND CONTRIBUTORS WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, TO OR FROM ANY NETWORK OR ANY QUALITY OF ANY COMMUNICATION MADE USING THE SERVICES,THE RELATED MATERIALS, OR ANY THIRD-PARTY SOFTWARE COMPONENTS, TECHNOLOGIES, OR EXTENSIONS. WITHOUT LIMITING THE FOREGOING DISCLAIMER, DELIVRA AND ITS LICENSORS AND CONTRIBUTORS DO NOT REPRESENT, WARRANT, OR GUARANTEE THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE, COMPLETE, OR RELIABLE; (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER RELATED MATERIALS PROVIDED OR OFFERED THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS; (IV) ANY ERRORS IN THE SERVICES WILL BE CORRECTED; (V) THE SERVICES WILL BE SECURE OR IMMUNE FROM UNAUTHORIZED ACCESS; AND (VI) THE SERVICES WILL BE FREE FROM ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES. THE SERVICES MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. DELIVRA HAS THE RIGHT AT ANY TIME TO CHANGE, MODIFY, ADD TO, DISCONTINUE, OR RETIRE ANY ASPECT OR FEATURE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, HOURS OR AVAILABILITY, EQUIPMENT NEEDED FOR ACCESS OR USE, OR THE AVAILABILITY OF THE SERVICES ON ANY PARTICULAR DEVICE OR COMMUNICATIONS SERVICE. DELIVRA HAS NO OBLIGATION TO PROVIDE YOU WITH NOTICE OF ANY CHANGES, AND DELIVRA IS UNDER NO OBLIGATION TO PROVIDE YOU WITH ANY SUPPORT, ERROR CORRECTIONS, UPDATES, UPGRADES, BUG FIXES, AND/OR ENHANCEMENTS TO THE SERVICES.

5.6 Governing Law - This Agreement, and all claims related to it or the performance by both parties under it, shall be interpreted and governed exclusively by the laws of the Province of British Columbia and the laws of Canada applicable therein, except any principles regarding conflicts of law rules. You hereby irrevocably attorn and submit to the non-exclusive jurisdiction of the courts of Victoria, British Columbia, and any competent Courts of Appeal therefrom with respect to any and all legal action and proceedings and expressly and irrevocably waive any defense of personal and/or subject matter jurisdiction in those courts or any claim on the grounds of inconvenient forum. If any provision shall be considered unlawful, void or otherwise unenforceable, then that provision shall be deemed severable from this Agreement and not affect the validity and enforceability of any other provisions. To the fullest extent permitted by applicable law: (i) no legal proceeding shall be joined with any other; (ii) there is no right or authority for any dispute under this Agreement to be litigated or resolved on a class-action basis or to utilize class action procedures; and (iii) there is no right or authority for any dispute under this Agreement to be brought in a purported representative capacity on behalf of the general public or any other person. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST DELIVRA ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

5.7 Term and Termination –This Agreement will be effective from the date that you first access and use the Services and shall remain effective until terminated by either Delivra or you. Any failure to comply with the terms and conditions of this Agreement will result in automatic and immediate termination of this Agreement and the licenses granted herein. You may terminate this Agreement with immediate effect at any time, with or without cause. Upon termination of the license granted herein for any reason, you agree to immediately cease use of the Services and any Related Materials and destroy all copies of any components of the Services and Related Materials in your possession. Your indemnification obligations shall survive the termination of your license to use the Services and Related Materials.

5.8 Equitable Relief – You agree that a material breach of this Agreement by you would cause irreparable injury to Delivra for which there may be no adequate remedy at law. Delivra shall have the right to apply to any court of competent jurisdiction for injunctive relief and specific performance, without prejudice to any remedies available to it at law or in equity.

5.9 No Waiver - No term or condition of the Agreement will be deemed amended or waived, and no breach excused, unless such amendment, waiver or consent is in writing and signed by Delivra. The failure of Delivra to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by you of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of Delivra to enforce each and every such provision thereafter.

6. PASSWORD SECURITY – The user who creates a User Account is referred to here as the “Account Owner”. The Account Owner will have access and control over its User Account and is responsible for maintaining the confidentiality of its account and password. THE ACCOUNT OWNER AGREES TO BE RESPONSIBLE FOR ASSURING THAT ANY USERS OF THE ACCOUNT COMPLY WITH THE TERMS OF THIS AGREEMENT AND THAT THE ACCOUNT OWNER SHALL BE RESPONSIBLE FOR THE ACTIONS OF ITS ACCOUNT USERS.

7. CONSENT TO USE OF DATA -You agree that Delivra may collect and use information transmitted by you through the Services, the Related Materials, and/or gathered in any manner as part of the Services. Delivra will not collect any personally identifiable information from your computer location or workstation during this process. Delivra may also use any information collected to improve and enhance the Services, the Related Materials, and to provide notices to you which may be of use or interest to you. For more information on Delivra’s Privacy Policy with respect to the Services, please visit http://inboxflows.com/trust/privacy. 

8. ADVERTISEMENTS – Some components of the Services may be supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored by or through the Services, queries made through the Services or other information. The manner, mode and extent of advertising by Delivra through the Services are subject to change without prior notice to you. In consideration for Delivra granting you access to and use of the Services, the Related Materials, and any associated services, you agree that Delivra may place such advertising through the Services. Delivra may have no control over any third-party content, software, or resources which are being provided through such advertising. When using the Services, you acknowledge and agree that Delivra is not responsible for the availability of any third-party external sites, content, or resources, and Delivra does not endorse any advertising, products, services, or other materials on or available from such web sites, content, or resources made available through such advertising. You further acknowledge and agree that Delivra shall not be liable for any loss or damage, or personal injury which may be incurred by you as a result of the availability of those external sites, content, or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such third-party web sites, content, or resources.

9. THIRD-PARTY SOFTWARE APPLICATIONS AND EXTENSIONS – Delivra may advertise and recommend third-party software applications and software extensions to you for the purposes of enhancing your experience with the Services. These third-party applications and software extensions are intended to work with the Services to provide additional features and functionality. When using any third-party application or software extension(s) as identified and recommended through the Services and/or the Related Materials, or as advertised and recommended by Delivra, you will be bound to that third-party’s own terms and conditions and legal agreements. All third-party content, software product names, company names, and software extensions displayed through the Services, and the Related Materials are for identification purposes only and may be the copyright and trademark of their respective owners. Delivra is in no way affiliated with nor does Delivra represent or endorse any of the companies identified and displayed through the Services and/or the Related Materials. UNDER NO CIRCUMSTANCE SHALL DELIVRA BE LIABLE FOR ANY LOSSES (INCLUDING DATA OR PROFIT LOSS, LOSS OF BUSINESS, OR LOSS OF USE), DAMAGE, OR ANY OTHER CONSEQUENCES THAT MAY ARISE AS A RESULT OF YOUR USE OF ANY THIRD-PARTY SOFTWARE APPLICATIONS AND SOFTWARE EXTENSIONS. YOU ASSUME ALL FAULTS, AND THE ENTIRE RISK AS TO PERFORMANCE AND RESPONSIBILITY FOR SELECTING, INSTALLING, AND USING ANY THIRD-PARTY SOFTWARE APPLICATIONS AND SOFTWARE EXTENSIONS.

10. UNSOLICITED IDEAS - Delivra does not accept or consider unsolicited ideas, including ideas for new promotions, products, technologies, or processes. This Section 9 serves to avoid any potential misunderstandings or disputes regarding ownership of ideas. You agree that Delivra has the right to use, without any payment or attribution to you or others, any concepts, know-how, or ideas that you (and those who act on your behalf) transmit to Delivra through the Services, or communicate directly to Delivra.

11. CHANGES TO TERMS – Delivra may make changes to the terms and conditions of this Agreement from time to time, and at its sole discretion. When these changes are made, Delivra will make any new terms and conditions available to you from within, or through, the Services or by other communication methods. You understand and agree that if you use the Services after the date on which terms and conditions of the Services have changed, Delivra will treat your continued use of the Services as acceptance of the updated terms and conditions.