Custominder Terms of Service

1. Introduction, Acceptance, and Scope

1.1 About Custominder

Custominder is a cloud-based business operations management platform developed and operated by Lotusware Inc. ("Lotusware," "we," "us," or "our"), a Canadian company. Custominder provides businesses and organizations with tools to manage operations, workflows, teams, invoices, events, communications, documents, and other functions made available through the platform (the "Services").

1.2 Acceptance of Terms

These Terms of Service ("Terms") govern access to and use of Custominder by business customers and their authorized team users. By accepting these Terms electronically, registering for and using an applicable Customer or Business Account, or otherwise using the Services under an applicable agreement, the Customer agrees to these Terms.

An individual who accepts these Terms for an organization represents that they have authority to bind that organization. If that authority is absent, the individual must not accept these Terms on the organization's behalf.

1.3 Definitions

For purposes of these Terms:

• "Customer" means a business, company, association, or other organization that subscribes to or uses Custominder.
• "Account" means an individual user's registered Custominder account.
• "Authorized User" means an individual whom a Customer permits to access its Business Account.
• "Business Account" means a Customer's organizational environment in Custominder.
• "Business Owner" means the individual designated in Custominder as the owner of a Business Account.
• "Subscription" means the applicable Custominder plan, billing period, features, limits, and payment conditions.
• "Customer Data" means business records, documents, contacts, communications, files, and other data submitted to, created in, or managed through Custominder by or for a Customer.
• "Prepaid Period" means a Subscription period for which the applicable payment has been successfully completed or which is expressly covered by a valid promotional offer.

1.4 Scope: Customer Organizations, Not Their Portal Users

These Terms establish the contractual relationship between Lotusware and its Customers concerning Custominder. A Customer separately controls the terms, policies, membership rules, event conditions, voting procedures, and other arrangements that apply to its members, applicants, customers, event attendees, or Community Portal users.

Lotusware does not become a party to those independent relationships merely because the Customer uses Custominder to administer them. Nothing here removes Lotusware's obligations under applicable law in its own capacity as a technology provider.

1.5 Legal Eligibility and Authority

Individuals using the Services must have the legal capacity required for their actions. Anyone creating a Business Account or accepting these Terms for a Customer must be legally authorized to act for that Customer. Customers and users must provide accurate account information and keep it reasonably current.

1.6 Related Policies and Additional Terms

Lotusware's handling of personal information is described in the Custominder Privacy Policy. Optional features, third-party services, or separately negotiated services may be subject to additional disclosed terms. Any conflict with a separately signed agreement is addressed under Section 8.12.

2. Accounts, Business Ownership, and Authorized Users

2.1 Personal Account Registration

Access to Custominder requires an individual Account where registration is necessary. Each Account belongs to an individual user, who must maintain accurate registration details and protect their authentication credentials. Registration alone does not activate paid business functions.

2.2 Business Accounts and Ownership

A Customer may establish and administer one or more Business Accounts, subject to available features and Subscription conditions. Every Business Account must have a designated Business Owner. The Business Owner manages organizational settings, access rights, and Subscription administration, directly or through permitted administrators.

An individual's Account and the Business Accounts to which that individual has access are distinct. The deletion of one does not automatically authorize deletion of the other.

2.3 Team Members and Permissions

A Customer controls who may access its Business Account and what roles and permissions those individuals receive. The Customer is responsible for granting, reviewing, and revoking access, including when a team member leaves or changes responsibilities. Authorized Users must protect their credentials and comply with these Terms.

Lotusware remains responsible for appropriate security controls within the Services under its control. Responsibilities for security are further described in Section 4.

2.4 Transfer of Business Ownership

A Business Owner may initiate an ownership transfer using Custominder's supported process. The proposed new owner must affirmatively accept the transfer. Until acceptance, ownership remains with the existing Business Owner.

Once accepted:

• Administrative control of the Business Account and its associated Customer Data passes to the new Business Owner.
• The remaining Prepaid Period stays with the Business Account, without an additional Subscription fee for that same period.
• Automatic renewal associated with the former owner is disabled.
• The former owner's payment method is no longer used for future renewals of that Business Account.
• The new Business Owner may provide a payment method and choose manual or automatic renewal.
• Neither party acquires a refund right solely because ownership was transferred.

The old and new owners remain responsible for their separate legal arrangements and for ensuring the transfer is lawful. This authorized transfer does not violate the otherwise non-transferable software-use license in Section 6.

2.5 Deleting a Business Account

A Business Owner may request deletion of a Business Account through the supported controls. A deletion request deactivates the Business Account and begins a 90-day recovery period. During that period, the owner may request restoration.

If the Business Account is not restored, the recovery right expires after 90 days, and the associated data is placed into the permanent-deletion process for active systems. The exact time at which deletion is completed across all systems may depend on technical operations, applicable legal retention obligations, and backup retention cycles. Data removed from active systems may remain temporarily in backups until those backups expire under their configured schedules. Records required by law may be retained for the required period and protected against ordinary operational use.

Deleting a Business Account is different from canceling or allowing a Subscription to expire. Cancellation or expiration alone does not initiate Business Account deletion.

2.6 Restoring a Business Account

A Business Owner may request recovery within 90 days after the deletion request. Upon restoration, the Business Account's available business functions depend on its then-current Subscription status. After the 90-day recovery period, recovery under this process is no longer available, even if residual information is still held solely in legally retained records or expiring backups.

2.7 Deleting an Individual Account

A user may request deletion of their personal Account through the supported controls. Before an Account belonging to a Business Owner can be deleted, that owner must transfer or delete every Business Account that the individual owns. Custominder may prevent individual Account deletion until this requirement is satisfied.

Personal Account deletion and any legally required retention of records are governed by the applicable Privacy Policy and law.

2.8 Access After Subscription Expiration

Ordinary Subscription cancellation or non-renewal does not automatically disable the individual's Account or delete the Business Account. Customers may continue to sign in, view historical business records, and export their Customer Data through available functions. They may not carry out new paid business operations, such as issuing new invoices or organizing new events, without the required active Subscription.

These continuing access rights do not override an Account restriction lawfully imposed because of unlawful activity, security threats, or a serious violation of these Terms.

3. Subscriptions, Billing, Payments, and Renewals

3.1 Prepaid Subscriptions

Custominder provides paid Subscription plans. Business operations requiring a paid plan become available after successful advance payment or valid promotional authorization. Custominder does not offer a generally available free plan or free trial, although qualifying promotional codes may temporarily reduce a Subscription fee by up to 100%.

3.2 Plan Features and Optional Purchases

Each plan may provide different functions, usage allowances, and limits. Customers select the plan appropriate to their needs. Lotusware may offer optional modules or additional paid functionality, but no additional optional charge will be imposed without the Customer's required selection and authorization.

3.3 Monthly and Annual Periods

Customers may select monthly or annual billing. Customers may change between these billing periods, but the new period takes effect only at the beginning of the next Subscription period. The current Prepaid Period remains unchanged.

3.4 Advance Payment; No Credit

Subscription fees are paid in advance. Lotusware does not offer credit or deferred-payment Subscription periods. A future Subscription period does not become payable as a debt merely because a preceding period expires or an automatic renewal attempt fails. The Customer does not receive the next period of paid business functionality unless the renewal is successfully paid or validly covered by an applicable promotion.

3.5 Billing Currency

Subscription prices are quoted in Canadian dollars (CAD) for Customers in Canada and United States dollars (USD) for Customers outside Canada, according to the applicable billing market. The transaction currency and payable amount are shown before payment confirmation.

3.6 Taxes

Prices are displayed exclusive of applicable taxes unless clearly stated otherwise. For Canadian Customers, required Canadian sales taxes, including GST/HST where applicable, are added at checkout. For Customers outside Canada, Canadian GST/HST will not be collected where the transaction qualifies for zero-rating or other treatment that does not require collection under applicable Canadian tax law. Lotusware may collect other applicable taxes where legally required. Applicable taxes and the final total will be displayed before payment is confirmed.

Currency and tax treatment are separate determinations. Being located outside Canada does not, by itself, guarantee tax exemption under every applicable law.

3.7 Automatic or Manual Renewal

Customers may select automatic renewal or manual renewal.

With automatic renewal, the Customer authorizes the applicable recurring charge for the next period using the selected payment arrangement, subject to the price and promotional terms disclosed to the Customer. Customers may disable automatic renewal before the next scheduled renewal.

With manual renewal, the Customer must independently choose to renew and successfully complete payment before the next period begins. Renewal options are administered through Custominder's supported Subscription controls.

3.8 Failed Payment; No Grace Period

Custominder provides no payment grace period. If renewal payment fails, the Subscription is not extended into a new paid period. Features remain active only through the end of any already-paid current period. On expiration, new paid business operations are restricted, while ordinary access to historical records and data export remains available as set out in Section 2.8.

3.9 Cancellation and Expiration

A Customer may cancel a Subscription or turn off automatic renewal using the supported process. Cancellation prevents future renewal as applicable, but does not terminate the current Prepaid Period. Its paid features remain available until that period ends. Subscription expiration does not automatically delete the Customer's Accounts or data.

3.10 No-Refund Policy

Except where required by applicable law, Subscription charges are non-refundable, including where the Customer cancels early, leaves features unused, elects a downgrade, stops using the Services, transfers Business Account ownership, or allows a promotional offer to expire. Suspension or termination for the Customer's established unlawful activity or material violation likewise does not create a refund right except where legally required.

3.11 Immediate Upgrades with Proration

A Customer may upgrade during an active Prepaid Period. The upgrade takes effect immediately after successful payment of the prorated difference between applicable plan prices for the time remaining in that period. Time already elapsed is not charged again, and the current period's end date does not change.

3.12 Downgrades at the Next Period

A Customer may request a lower plan during an active period, but the downgrade takes effect at the start of the next Subscription period, not during the current Prepaid Period. There is no refund for the unused price difference in the current period, except where required by law. The existing plan's features remain through the current period.

3.13 Changes in Subscription Prices

Price changes do not apply retroactively to an already-paid period. A changed price applies only to a subsequent period. Lotusware will provide at least 30 days' advance notice of a price increase affecting an existing Customer. The Customer may disable automatic renewal or elect not to renew before the increased price applies.

3.14 Promotional Codes

Lotusware may offer configurable promotional codes, including partial discounts or 100% discounts, for specified plans, Customers, eligibility conditions, or one or more billing periods. Each offer may have its own activation requirements, usage limits, and expiry date. The terms and resulting charge must be disclosed before confirmation.

3.15 When a Promotion Ends

After the defined promotional benefit expires, the standard applicable Subscription price applies to subsequent periods unless another valid promotion is available. Renewal continues according to the Customer's manual or automatic selection, subject to applicable notice and authorization requirements and the terms disclosed when the offer was selected. A temporary 100% discount is not a promise of a permanent free plan.

3.16 Ownership Transfer and Billing

When a Business Account is transferred, the remaining Prepaid Period transfers with it. The former owner's automatic renewal is disabled and their payment method will not be used for that Business Account's future renewals. The new owner may establish a payment method and choose the preferred renewal arrangement. Transferring ownership does not itself cause a new Subscription charge or refund.

3.17 Payment Providers

Lotusware may use third-party payment processors, including Stripe, to receive authorized payments. Applicable payment-provider terms and security requirements may apply. Lotusware does not guarantee independent payment-provider availability but remains responsible for obligations that applicable law places on it.

4. Customer Data, Privacy, Security, and Artificial Intelligence

4.1 Ownership of Customer Data

As between the Customer and Lotusware, the Customer retains ownership of Customer Data and the associated rights it lawfully holds. This includes documents, contacts, invoices, event information, business communications, and other material created or managed through Custominder. Use of the platform does not transfer such ownership to Lotusware.

4.2 Limited Permission to Process Data

The Customer authorizes Lotusware to host, store, transmit, access, and otherwise process Customer Data to the extent reasonably needed to operate the Services, perform the Customer's requested functions, maintain security, provide technical support, investigate incidents, or comply with legal obligations. The authorization does not permit unrelated commercial use or transfer ownership of Customer Data.

4.3 Customer's Legal Authority over Its Data

The Customer is responsible for ensuring it has the necessary legal basis, permissions, and rights to submit or process Customer Data, including personal information concerning its members, employees, applicants, clients, contacts, and event attendees. The Customer administers its own required notices, consents, and responses to requests for information it controls. Lotusware retains its independent statutory obligations as the service provider.

4.4 Privacy Policy and Additional Data Terms

Lotusware handles personal information in accordance with applicable privacy law and the Custominder Privacy Policy. Where a separate data-processing agreement is necessary and mutually agreed, that agreement governs the relevant additional obligations.

4.5 Confidentiality and Restricted Use

Lotusware will use reasonable organizational and technical controls to protect Customer Data from unauthorized access, use, and disclosure. Authorized personnel and service providers may access it only as reasonably required for legitimate service, operational, support, security, or legal purposes. Lotusware will not sell Customer Data or use Customer business records for unrelated advertising or independent analysis.

4.6 Platform Security

Lotusware will maintain security safeguards appropriate to the Services and information under its control. No internet-based service is guaranteed to be completely secure. The absence of a guarantee does not reduce any safeguards required by law.

4.7 User Security and Incident Notices

Each Authorized User must protect their credentials. The Customer must manage user access and promptly report suspected unauthorized access or security incidents involving its Business Account. Lotusware may take proportionate protective steps to investigate or contain threats. Each party remains responsible for matters within its control and its legal obligations.

4.8 Customer-Requested AI Features

Custominder may offer optional functions powered by artificial intelligence. Where a Customer invokes an AI function, the information processed may include the records, instructions, documents, or other content the user selects or authorizes for that function. Customer business records are not automatically transmitted to AI providers merely because they are stored in Custominder.

4.9 AI Training and Advertising Restrictions

Lotusware will not independently use Customer Data to train AI models without the Customer's explicit authorization and will not sell Customer Data or use it for unrelated advertising. When a Customer selects an AI-powered function, Lotusware may transfer the information necessary to perform that function to the relevant provider, subject to applicable law, disclosures, and provider arrangements. Any commitments concerning a provider's own training or retention practices must reflect the actual provider agreement and cannot be inferred from Lotusware's independent policy alone.

4.10 AI Outputs

AI-generated suggestions, content, and analyses may be incomplete or inaccurate. The Customer should review them before relying on them for significant business, accounting, financial, legal, or operational decisions. AI functionality is a supporting tool, not a replacement for professional advice where required.

4.11 Service Providers and Cross-Border Processing

Lotusware may use infrastructure, payment, communications, AI, and other providers to deliver the Services. Relevant processing may occur outside Canada, as disclosed in the Privacy Policy and governed by applicable provider arrangements and laws. Customers who independently connect third-party services are responsible for reviewing those providers' applicable terms.

4.12 Continued Access and Export

On ordinary Subscription expiration or non-renewal, Customers retain access to existing records and the ability to export Customer Data through supported features. New paid business operations remain restricted until an eligible Subscription is active. Lawful security or misconduct restrictions and Business Account deletion may affect access as explained in Sections 2 and 5.

4.13 Deletion, 90-Day Recovery, and Backups

Deleting a Business Account begins a 90-day deactivation and recovery period. The Business Owner may request restoration during that period. After the recovery period expires, the data is subject to removal from active systems under Lotusware's deletion procedures. Some copies may remain in automated backups until the backups expire under their configured retention schedule; specific records may remain where law requires retention. Such residual retention does not extend the 90-day restoration right.

The Custominder Privacy Policy provides further information about retention and backup practices. These 90-day recovery provisions do not promise that every residual backup copy will be erased immediately at the end of that period.

4.14 Ownership Transfer and Data

On an accepted Business Account transfer, administrative control of the Business Account and its associated Customer Data passes to the new owner. The parties are responsible for any separate legal requirements governing their transaction. Lotusware enables the transfer without becoming a party to that separate business transaction.

4.15 Continuing Responsibilities

Applicable confidentiality, privacy, security, and lawful-retention obligations may survive a Subscription's expiration or termination to the extent required under these Terms or law.

5. Acceptable Use, Prohibited Activities, Suspension, and Termination

5.1 Lawful Use

Customers and Authorized Users must use Custominder for lawful activities and comply with these Terms and applicable legal obligations. Customer organizations remain responsible for their own business activities and the conduct of Authorized Users acting on their behalf.

5.2 Prohibited Conduct

Customers and Authorized Users must not:

• Use Custominder to conduct or facilitate unlawful or fraudulent activities.
• Publish or distribute unlawful content or content that infringes others' rights.
• Send unlawful spam, phishing communications, or malicious material.
• Introduce malware or seek unauthorized access to systems, data, or Accounts.
• Circumvent authentication, security controls, licensing terms, or Subscription limitations.
• Intentionally impair the platform's security, performance, or availability.
• Abuse shared system resources so as to materially disrupt other Customers.
• Use the Services in violation of applicable Canadian law or other laws governing the Customer's conduct.

These restrictions cover activity performed directly or through users, automation, or connected integrations.

5.3 Customer Activities and Content

Customers are responsible for their own invoices, events, decisions, transactions, messages, and business agreements, and for the lawfulness of content they submit or distribute through Custominder. Lotusware is a technology provider, not automatically a party to those activities. This does not exempt Lotusware from responsibility for its own actions or legal duties.

5.4 Non-Emergency Violations

Where a breach of these Terms does not present an immediate legal, security, or operational threat, Lotusware will ordinarily notify the Customer and allow a reasonable opportunity to correct it. If the breach continues, Lotusware may restrict or suspend the affected functionality or access, consistent with applicable law.

5.5 Immediate Threats

Where activity creates an immediate threat to the Services, other Customers, information security, or platform stability, Lotusware may restrict or suspend affected Accounts, Business Accounts, features, or integrations without advance notice, to the extent permitted by law. The action may continue while the threat is investigated and addressed.

5.6 Established Unlawful Conduct

Where unlawful activity through Custominder has been established on a sufficiently reliable basis, Lotusware may immediately suspend or terminate relevant access without prior warning, to the extent permitted by applicable Canadian law. Lotusware may take appropriate steps to preserve evidence, comply with legal obligations, and cooperate with lawful authorities when required or permitted.

5.7 Effect of Suspension or Termination

Security restrictions, established unlawful conduct, or other valid termination grounds may affect access to Customer Data, features, and Accounts. Unlike ordinary Subscription expiration, such action may prevent normal viewing or exporting while restrictions legally apply. Where feasible and lawful, Lotusware may provide an appropriate route to data access or export without undermining required security or legal measures.

5.8 No Refund for Violations

Suspension or termination arising from established unlawful conduct or the Customer's material breach of these Terms does not create a refund right, except where required by applicable law. Lotusware will not charge for unpaid future Subscription periods solely because it has suspended or terminated access.

5.9 Customer Indemnification

To the extent permitted by law, the Customer will indemnify Lotusware against third-party claims, damages, and reasonable costs arising from unlawful Customer activities, infringing Customer Content, or the Customer's breach of applicable law or these Terms, to the extent attributable to the Customer's conduct. The Customer is not responsible under this clause for Lotusware's own wrongdoing, negligence, or breach of legal duties.

5.10 Applicable Legal Rights

Actions under this Section must comply with applicable law. Termination does not transfer ownership of Customer Data to Lotusware or remove obligations that law requires to continue.

6. Intellectual Property, Software License, Third-Party Services, and Platform Changes

6.1 Lotusware Intellectual Property

Lotusware and its licensors retain rights in the Custominder software, source code, interfaces, designs, documentation, trademarks, technology, and other protected intellectual property. The Customer retains ownership of Customer Data as described in Section 4.

6.2 Limited Software-Use License

Subject to these Terms, Lotusware grants the Customer a limited, non-exclusive, non-sublicensable right to access and use Custominder for lawful business or organizational purposes within the applicable Subscription and access restrictions. The right may not be independently sold, assigned, or transferred except through a Business Account ownership transfer expressly supported and completed under Section 2.4, or where Lotusware otherwise authorizes it or applicable law requires it.

The Customer may allow Authorized Users to exercise access under its Business Account permissions, without granting them ownership in the software.

6.3 License Restrictions

Except as authorized by Lotusware or permitted by applicable law, no Customer or Authorized User may copy, sell, distribute, sublicense, reverse engineer, decompile, adapt, or commercially exploit Custominder's proprietary software or circumvent its security or Subscription controls. Use of extracted proprietary components to produce a competing product is prohibited to the extent such restriction is legally enforceable.

6.4 Customer Branding

Lotusware owns the Lotusware and Custominder names, marks, and branding, subject to applicable rights. Customers retain ownership of their own business names, marks, logos, and content. Neither party gains permission to falsely suggest the other's endorsement or authority.

6.5 Third-Party Integrations

Custominder may integrate with hosting, payment, communications, AI, and other third-party services, including Stripe and OpenAI where supported. These services may have separate terms and may change independently. Customers must comply with applicable terms for third-party accounts and integrations they choose to connect.

6.6 Responsibility for Integrations

Lotusware will make reasonable efforts to maintain the Custominder integrations within its control and investigate related issues. Lotusware does not guarantee uninterrupted operation or compatibility of services controlled by external providers, without limiting obligations imposed by applicable law.

6.7 Product Updates and Improvements

Lotusware may add, improve, reorganize, or modify features, interfaces, security protections, and supporting infrastructure. Routine or urgent security updates may be implemented as needed.

6.8 Material Restrictions or Removal

Where Lotusware plans to remove or materially restrict a core feature included in the Customer's purchased Subscription, it will provide at least 30 days' advance notice, subject to urgent security or legal requirements. Lotusware will respect enforceable rights arising from the current Prepaid Period and applicable law.

6.9 Optional Paid Features

Lotusware may offer new plans, modules, or features for an additional fee. Pricing and material terms will be disclosed in advance. The Customer will not be charged for an optional addition without the required election and authorization.

6.10 Maintenance and Availability

Lotusware will make reasonable efforts to provide a stable and secure cloud service. Planned maintenance will be communicated in advance where practicable. Urgent security or technical work may cause interruptions without notice. 100% continuous availability is not guaranteed. Any separately signed service-level commitments govern according to their own terms.

6.11 Feedback

Customers may voluntarily submit product suggestions and feedback. Lotusware may use such feedback for developing and improving Custominder without owing compensation, provided that it does not thereby gain permission to disclose confidential Customer Data or use Customer business records for unrelated purposes.

6.12 Rights Reserved

All intellectual property rights not expressly granted remain with their respective owners.

7. Disclaimers, Limitation of Liability, and Legal Remedies

7.1 General Disclaimer

Lotusware will make reasonable efforts to operate, maintain, and secure Custominder. Subject to express commitments and non-excludable legal obligations, it does not guarantee uninterrupted, error-free, or completely secure Services.

7.2 No Guaranteed Business Outcome

Custominder provides business software tools and does not guarantee particular commercial, financial, accounting, legal, or operational results. Customers remain responsible for their own decisions, dealings, and professional advice where necessary.

7.3 Independent Customer Activities

Lotusware does not become the issuer of Customer invoices, organizer of Customer events, or party to the Customer's separate business agreements merely because those activities are managed through Custominder. Lotusware remains responsible for its own conduct and legal obligations.

7.4 Third-Party Limitations

Lotusware does not guarantee the independent performance or availability of external providers beyond its reasonable control. It will make reasonable efforts to investigate integration problems involving components under its control, subject to applicable law.

7.5 AI-Generated Outputs

AI-generated outputs may contain errors or omissions. Customers must independently review consequential outputs before relying on them, without limiting Lotusware's contractual or statutory responsibilities.

7.6 Indirect and Consequential Losses

To the maximum extent permitted by law, Lotusware will not be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost opportunities, anticipated savings, or indirect business interruption losses, arising out of the Services. This exclusion does not apply where prohibited by applicable law.

7.7 Maximum Financial Liability — Six-Month Net Subscription Value

To the maximum extent permitted by applicable law, Lotusware's total aggregate financial liability to a Customer for claims arising from or relating to the Services and the same underlying event or related series of events will not exceed the equivalent net value of six (6) months of the Customer's applicable Subscription at the time of the event giving rise to the claim.

The amount is determined after applying any promotional code, discount, or other reduction to the Subscription fee, and excludes taxes. It is calculated as follows:

• Monthly Subscription: six (6) times the net monthly Subscription fee for the billing period in which the relevant event occurred, after any applicable discount or promotion for that period.
• Annual Subscription: fifty percent (50%) of the net annual Subscription fee for the annual billing period in which the relevant event occurred, after any applicable discount or promotion for that period.

For a Subscription provided under a 100% discount or other promotion with no Subscription fee payable for the applicable billing period, the contractual liability cap under this Section may therefore be zero, but only to the extent permitted by applicable law.

The calculation uses the net Subscription fee applicable to the relevant billing period rather than the date when the payment was collected. Paying an annual fee more than six months before an event does not, by itself, reduce the cap to zero.

This limitation applies to the combined amount of all covered claims arising from the same event or related series of events, not separately to each claim. Nothing in this Section excludes or limits liability, statutory rights, or remedies that cannot lawfully be excluded or limited.

7.8 Mandatory Rights and Remedies

Nothing in these Terms excludes statutory rights, legal remedies, or liabilities that cannot lawfully be excluded or capped. Where a particular limitation is unenforceable, remaining lawful limitations continue to apply as appropriate.

7.9 Customer Indemnification

The Customer's indemnification obligations are set out in Section 5.9 and apply only within the limits of applicable law; they do not excuse Lotusware's own wrongdoing.

7.10 No Automatic Refund or Credit

Technical interruptions or other service issues do not automatically produce a refund or service credit, unless required by law or expressly agreed in writing. The no-refund rules in Section 3 are subject to all mandatory legal rights.

7.11 Separate Written Commitments

A separately executed written agreement may establish specific support, service-level, or liability obligations. Such agreed provisions govern to the extent they expressly override these Terms.

7.12 Legal Remedies

Each party retains rights and remedies available under applicable law, subject to enforceable contractual conditions and limitations.

8. Governing Law, Dispute Resolution, Changes to Terms, and General Provisions

8.1 Governing Law

These Terms and disputes concerning them are governed by the laws of the Province of Ontario and applicable federal laws of Canada, subject to mandatory laws that cannot be excluded through a choice-of-law clause.

8.2 Informal Resolution

Before initiating ordinary formal proceedings, the parties will make reasonable efforts to resolve disputes through good-faith communication and negotiation. This does not prevent urgent court action or the exercise of rights that cannot legally be restricted.

8.3 Courts and Jurisdiction

Subject to applicable mandatory legal requirements, the parties submit disputes relating to these Terms to courts of competent jurisdiction in Ontario, Canada. This clause does not limit a non-waivable right to bring proceedings in another forum.

8.4 Material Changes to Terms

Lotusware may update these Terms to reflect changes to its Services, legal obligations, or operations. For material changes affecting existing Customers, Lotusware will provide at least 30 days' advance notice and identify the updated version and effective date.

8.5 Urgent Changes

Changes needed immediately for legal or significant security reasons may take effect on shorter notice where necessary and legally permitted. Lotusware will provide notice as soon as reasonably practicable.

8.6 Acceptance of Updated Terms

Where consent is legally or contractually required, the Customer must affirmatively accept the updated Terms through the applicable acceptance process. Where lawful, continued use following adequate notice and an effective date may constitute acceptance. Customers who do not accept may discontinue use under the applicable Subscription provisions, without losing mandatory legal rights.

8.7 Versioning and Acceptance Records

Lotusware may keep records of the accepted Terms version, date and time of acceptance, and the relevant authorized Account or user, consistent with applicable privacy law and the Privacy Policy. Published versions will display a version identifier and effective date.

8.8 Notices

Lotusware may send contractual or service notices by email to the relevant Account address, through notices within Custominder, or through other appropriate official channels. Customers must keep contact details current. Any mandatory form or delivery method under law takes precedence.

8.9 Events Beyond Reasonable Control

Neither party is responsible, to the extent permitted by law, for performance failures directly caused by events outside its reasonable control, such as major infrastructure outages, natural disasters, or government actions. The affected party will make reasonable efforts to mitigate the impact and restore performance where practicable. This provision does not automatically excuse obligations that can reasonably continue.

8.10 Severability

If a provision is held invalid or unenforceable, it will be limited or severed to the extent necessary while the remaining provisions remain in effect where lawful.

8.11 No Waiver

Failure or delay to enforce a provision does not by itself waive the right to enforce it later. Any waiver must comply with applicable law.

8.12 Entire Agreement and Separately Signed Terms

These Terms, together with expressly incorporated documents and any applicable separately accepted terms, govern the Customer's use of Custominder. An authorized, separately signed written agreement prevails only to the extent it expressly changes these Terms. The Privacy Policy separately describes personal-information practices and must be read consistently with applicable privacy law.

8.13 Independent Contractors

Lotusware and the Customer are independent parties. These Terms do not create a partnership, joint venture, franchise, employment relationship, or general agency between them. Lotusware is not a party to the Customer's independent arrangements with its members, event attendees, applicants, or other portal users.

8.14 Surviving Obligations

The provisions concerning data ownership, confidentiality, lawful retention and deletion, intellectual property, accrued payment rights, responsibility for previous violations, lawful indemnities, liability limits, and dispute resolution survive expiry or termination to the extent required by their nature and applicable law.

8.15 Electronic Acceptance

Electronic acceptance may form a binding agreement where permitted by law. A person accepting these Terms for an organization confirms the authority to bind that organization.

8.16 Contacting Lotusware

Customers may contact Lotusware Inc. about these Terms through the official Contact Us page on the Custominder website or the support tools made available in Custominder. Additional legally required business and contact details will be supplied through applicable legal notices.

8.17 Effective Date

These Terms become effective on the date shown on the published version accepted by the Customer. Each published version will identify its version number and effective date. This draft has no effective date and is not yet a published agreement.