FRATERNALWEB TERMS OF SERVICE Effective date: September 2, 2026 Version: 2026-09-02 0. DEFINITION OF "THE COMPANY" "Company," "we," "us," and "our" mean FraternalWeb Limited, a corporation existing under the laws of the Province of Ontario, Canada, with a mailing address of Office 911, 145 1/2 Church St, Unit 5, Toronto, ON M5B 1Y4, Canada (Ontario Corporation Number 1001724366). 1. DEFINITIONS; ACCEPTANCE OF TERMS 1.1 These Terms of Service ("Terms") govern access to and use of the FraternalWeb website-and-membership-management platform, including frweb.org, every subdomain of frweb.org, and any successor or related domain the Company designates (collectively, the "Service"). 1.2 Definitions. In these Terms: (a) "Chapter" means any lodge, council, chapter, fraternal or civic organization, or other entity that registers to operate a Tenant Site and Backend on the Service, whether during a free trial or as a paying subscriber. A Chapter is the Company's customer for purposes of these Terms, and every reference in these Terms to registering, operating, paying for, or being responsible for a Tenant Site or Backend refers to the Chapter. (b) "Administrator" means whichever individual(s) currently hold administrator-level access to a Chapter's Backend, however that role is labelled within the Service's own permission system. See Section 1.6 for how the Administrator role relates to a Chapter's acceptance of these Terms. (c) "Member" means an individual who completes the Service's own account signup process (typically using an invite link provided by a Chapter) to obtain access to that Chapter's Backend as an individual member, and who is not, in that capacity, a party to the commercial relationship between a Chapter and the Company. Section 8 (Terms Applicable to Members) sets out the terms specific to a Member's use of the Service. (d) "Member Data" has the meaning given in Section 9.1. (e) "Commercial Electronic Message" or "CEM" has the meaning given to that term in Canada's Anti-Spam Legislation, and includes, for the purposes of these Terms, any newsletter, bulletin, announcement, invitation, appeal, solicitation, or other bulk or automated electronic message composed, scheduled, or sent by a Chapter or its users using the Service's messaging, newsletter, or bulk-email features. (f) "Messaging Features" means any feature of the Service that composes, schedules, addresses, queues, relays, or transmits electronic messages to one or more recipients, including newsletters, bulk email, event invitations and reminders, dues notices, and any comparable feature the Company may add. (g) "CASL" means An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, S.C. 2010, c. 23, together with its regulations, as amended. (h) "PIPEDA" means the Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5, together with its regulations, as amended, and includes any provincial privacy legislation declared substantially similar to it that applies to a particular Chapter or to the Company. (i) "Personal Information" means information about an identifiable individual, as that term is understood under PIPEDA. (j) "Security Incident" means any confirmed unauthorized access to, or unauthorized disclosure, alteration, loss, or destruction of, Personal Information held on the Service. 1.3 By creating an account, registering a Chapter, or otherwise using the Service, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Service. 1.4 You must be at least 18 years old and have the legal capacity to enter into a binding contract to use the Service. The Service is not directed at, and is not intended for use by, individuals under 18. See Section 19 (Eligibility; No Service Directed at Minors). 1.5 If you are registering a Chapter or acting as its Administrator, you represent that you have the actual authority to bind that Chapter to these Terms, and "you," where used elsewhere in these Terms in reference to a Chapter's obligations, refers to both you individually and the Chapter. 1.6 A Chapter's agreement to these Terms (and to the Privacy Policy) is an agreement of the Chapter as an organization, not of any single individual, and is not tied to whichever person happened to hold the Administrator role at the time of acceptance. A subsequent change in who holds the Administrator role does not void, reset, or require re-acceptance of a version of these Terms or the Privacy Policy that the Chapter has already validly accepted. However, because the Service identifies and enforces this at the level of whichever authenticated individual is currently acting as a Chapter's Administrator -- rather than by tracking the identity of whoever originally accepted these Terms on the Chapter's behalf -- it is the person holding the Administrator role at the relevant time who must complete any click-through re-acceptance the Company may require under Section 23.3 (Changes to These Terms) in order for the Chapter to continue using the Service. 1.7 A Member agrees to these Terms and the Privacy Policy by completing the Service's member account signup. A Member's obligations are lighter than, and distinct from, a Chapter's commercial obligations (such as fees and billing); see Section 8 (Terms Applicable to Members). 1.8 Order of precedence. If there is a conflict between these Terms and the Privacy Policy, these Terms govern with respect to the commercial and contractual relationship between the Company and a Chapter, and the Privacy Policy governs with respect to the handling of Personal Information. 2. DESCRIPTION OF THE SERVICE 2.1 The Service is a multi-tenant platform that lets a Chapter register a subdomain (a "Tenant Site"), operate a public-facing website for that Chapter, and manage members, events, files, newsletters, forms, photo albums, correspondence, and related administrative records through a private administrative area (the "Backend"). 2.2 Every Tenant Site is operated independently by its own Chapter Administrator(s). The Company provides the underlying platform and infrastructure but does not control, and is not responsible for, the content, membership decisions, financial records, communications, or Commercial Electronic Messages that any Chapter creates, uploads, or sends using the Service. See Section 12 (Chapter and User Content) and Section 7 (Newsletters, Bulk Email, and Anti-Spam Compliance). 2.3 The Company may add, modify, suspend, or discontinue any feature of the Service at any time, with or without notice, and without liability for doing so. The Company may also impose or change reasonable technical limits on the Service, including limits on storage, file size, file types, number of user accounts, message-sending volume or rate, and API or automated request volume, at any time. 2.4 The Service is provided on an "as available" basis only. The Company does not offer, and nothing in these Terms or in any sales, marketing, or support communication should be read to create, any service-level agreement, uptime commitment, response-time commitment, or guaranteed percentage of availability, whether express or implied. See Section 14 (Support; No Service Levels) and Section 15 (No Warranty). 2.5 Individual Members access limited portions of a Chapter's Backend, subject to permissions granted by that Chapter's Administrator(s), for the purposes described in Section 8 (Terms Applicable to Members). 2.6 No professional advice; not a system of record. The Service is general-purpose administrative software. It is not accounting, bookkeeping, tax, payroll, legal, insurance, or compliance software, and the Company does not provide accounting, legal, tax, or privacy- compliance advice. Dues, payment-status, financial, and membership records maintained in the Backend are a convenience only, and are not represented to be, and must not be relied upon as, a Chapter's official books and records, its official membership roll, or a record suitable for statutory, tax, audit, insurance, or grand-lodge or supreme-council reporting purposes. Each Chapter is responsible for maintaining its own official records independently of the Service. 2.7 Beta and optional features. The Company may make features available on a trial, preview, beta, or experimental basis. Any such feature is provided entirely at your own risk, may be changed or withdrawn without notice, and is expressly excluded from any representation, description, or commitment anywhere in these Terms. 3. ACCOUNTS, CREDENTIALS, AND SECURITY OBLIGATIONS 3.1 You must provide accurate, current, and complete information when registering a Chapter or an individual member account, and must keep that information up to date. The Company may refuse, suspend, or reclaim any account or subdomain that it believes contains false, misleading, impersonating, or infringing registration information. 3.2 You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account, whether or not authorized by you. Sign-in to the Service is passwordless. For an ordinary member account, "login credentials" therefore means the email account associated with your account, together with any sign-in link sent to it and any active session on your device -- see Section 3.3. 3.3 Credential hygiene. THE SERVICE DOES NOT USE PASSWORDS FOR MEMBER ACCOUNTS. You sign in either by clicking a single-use link sent to your email address, or with Google. IT FOLLOWS THAT ANYONE WHO CAN READ YOUR EMAIL CAN SIGN IN AS YOU, INCLUDING AS AN ADMINISTRATOR. THE SECURITY OF YOUR EMAIL ACCOUNT IS THE SECURITY OF YOUR ACCOUNT ON THE SERVICE, AND SECURING IT IS YOUR RESPONSIBILITY AND NOT THE COMPANY'S. You acknowledge that you have read and understood this paragraph, and you agree that you will: (a) keep the email account associated with your account current, secure, and under your sole control, protect it with a strong password that you do not reuse elsewhere and with multi-factor authentication where your email provider offers it, and promptly update the address on your account if you lose control of it or it is deactivated; (b) not share, publish, forward, or transmit any sign-in link, and not share your session or permit any other person to use your account -- each individual who needs access must have their own account; (c) where you sign in with Google instead, secure that Google account to the same standard, including enabling multi-factor authentication on it; (d) not use a shared, group, role-based, or generic mailbox (for example an address that the whole executive can read) as the email address on an account holding administrator-level access, and understand that if you do so, every person who can read that mailbox can sign in as that administrator; (e) access the Service only from devices that are under your control and reasonably maintained (for example, with current security updates), and log out of shared or public devices; and (f) notify the Company promptly, and in any event without undue delay after becoming aware, at help@frweb.org, if you suspect or discover any unauthorized access to, compromise of, or sharing of any account or credential, or any other Security Incident affecting your Chapter. 3.4 Administrator responsibility for access control. A Chapter's Administrator is solely responsible for who is granted access to that Chapter's Backend, and for the permission level given to each person granted access. Without limiting that responsibility, each Chapter agrees to: (a) grant each user only the minimum permission level that user needs; (b) review the Chapter's list of user accounts and permission levels at reasonable intervals, and at minimum following any annual change of officers or installation of new officers; and (c) promptly revoke or downgrade access for any person who ceases to hold the office or role for which access was granted, including a departing or former Administrator. The Company is not responsible for any act or omission of anyone an Administrator has granted access to, including a departing or former Administrator or officer whose access was not promptly revoked, and including any deletion, alteration, export, or disclosure of Content or Member Data by such a person. 3.5 Company security actions. The Company may, at its discretion and without liability, invalidate active sessions, invalidate outstanding sign-in links, require re-authentication, temporarily lock an account, or restrict a feature where it believes in good faith that doing so is appropriate to protect the Service, a Chapter, a Member, or any other person. 3.6 Support requests and verification of identity. This Section applies whenever you contact the Company for support, or otherwise ask the Company to take an action on your account or your Chapter's account, by any means including email, telephone, or any form or channel the Company makes available. (a) The Company may, before acting on any request, require you to verify your identity and your authority to make that request, by any method the Company considers appropriate. This may include sending a one-time code to the email address already recorded on the account and requiring you to repeat it back, contacting the Chapter's Administrator, or contacting you using details already on file rather than details supplied with the request. (b) THE COMPANY MAY REFUSE, DELAY, OR IMPOSE ADDITIONAL CONDITIONS ON ANY REQUEST PENDING SUCH VERIFICATION, OR WHERE VERIFICATION IS NOT COMPLETED TO ITS SATISFACTION, AND HAS NO LIABILITY TO YOU OR TO ANY OTHER PERSON FOR DOING SO, INCLUDING FOR ANY LOSS, DISRUPTION, OR DELAY THAT RESULTS. (c) YOU AGREE THAT THE COMPANY MAY ACT ON ANY REQUEST THAT IT BELIEVES IN GOOD FAITH TO HAVE BEEN MADE BY YOU OR BY A PERSON AUTHORIZED BY YOU, AND THAT THE COMPANY IS NOT LIABLE FOR ACTING ON A REQUEST THAT LATER PROVES TO HAVE BEEN UNAUTHORIZED, WHERE IT ACTED IN GOOD FAITH. This follows from Section 3.2: activity under your account is your responsibility whether or not you authorized it, and a request made using access obtained through your account or your email is such activity. (d) The Company does not undertake, and has no duty, to detect that a request is unauthorized. Any verification the Company performs is a precaution it adopts for its own purposes, is performed at its discretion, may vary between requests, and creates no duty of care to you or to any other person, and no expectation that it will be performed on any future occasion. (e) You will keep the contact details on your account accurate and current so that verification under this Section can reach you, and you will notify the Company promptly at help@frweb.org if you believe your account or the email address associated with it has been accessed by anyone else. (f) Nothing in this Section requires the Company to provide support by any particular channel or within any particular time, and nothing in it limits Section 3.5. 3.7 Requests the Company may decline. Without limiting Section 3.6, the Company may decline outright, or require verification beyond that described in Section 3.6 for, any request that would change who controls an account or a Chapter's Backend, change the email address associated with an account, disclose or export the personal information of any person other than the requester, change how a Chapter's mail is routed or forwarded, or remove or disable a notification, security control, or audit record. THE COMPANY'S DECISION TO DECLINE OR TO IMPOSE FURTHER CONDITIONS UNDER THIS SECTION IS FINAL AND CREATES NO LIABILITY. 3.8 References in these Terms to "the Administrator" or "a Chapter's Administrator" mean whoever holds that role for the Chapter at the relevant time, which may change over time; see Section 1.6 regarding how a change in Administrator affects a Chapter's acceptance of these Terms. 4. FREE TRIAL 4.1 A newly registered Chapter receives a free trial period, currently two (2) weeks from registration, during which the Service may be used without charge. The length of the free trial may be changed by the Company at any time and without notice, for future registrations. 4.2 An invoice for the first annual subscription period is issued during, or shortly before the end of, the trial period. If that invoice is not paid by its due date, the Company may mark the Chapter's account inactive. An inactive Chapter's Tenant Site and Backend may become inaccessible, and the Company may, after a further period of continued non-payment, permanently delete the Chapter's account, Tenant Site, and all associated data without further notice. See Section 17 (Data Retention and Deletion) and Section 18 (Suspension and Termination). 4.3 The free trial is provided without charge and, to the maximum extent permitted by applicable law, entirely without warranty, representation, or liability of any kind. Sections 15 and 16 apply to the trial period, and for the purposes of Section 16.2 a Chapter that has not paid any fee has paid nothing. 5. FEES AND PAYMENT 5.1 Continued use of the Service beyond the free trial requires payment of the then-current subscription fee, billed annually, through our third-party payment processor, currently Stripe, Inc. ("Payment Processor"). By providing payment information, you authorize the Company (through the Payment Processor) to charge the applicable fee. 5.2 The Company does not receive, process, or store your full payment card number or equivalent payment credentials. Payment information is collected and processed directly by the Payment Processor, subject to its own terms and privacy policy. The Company is not responsible for the acts, omissions, downtime, security incidents, or errors of the Payment Processor. 5.3 Fees are exclusive of applicable taxes unless stated otherwise. You are responsible for any taxes associated with your purchase, other than taxes on the Company's net income. 5.4 Except as required by applicable law, all fees are non-refundable, including for partial subscription periods, downgrades, or non-use of the Service. No refund, credit, or set-off is owed on account of any outage, defect, data loss, Security Incident, feature change, or suspension or termination under these Terms. 5.5 The Company may change its fees for future subscription periods at any time, with notice provided before the change takes effect for your Chapter's next renewal. 5.6 If an invoice is not paid by its due date, the Company may, without further notice, suspend access to the Service and/or apply Section 4.2 and Section 17. 5.7 Chargebacks. If a Chapter initiates a chargeback or payment reversal for a fee properly charged under these Terms, the Company may suspend or terminate the Chapter's account immediately and may recover the disputed amount together with any fee charged to the Company by the Payment Processor in connection with the dispute. 6. ACCEPTABLE USE 6.1 You agree not to use the Service to: (a) upload, store, or transmit any content or material that is illegal, unlawful, defamatory, harassing, hateful, fraudulent, or obscene, or that infringes any person's intellectual property, privacy, or other legal rights. You agree not to upload any illegal material to the Service under any circumstances; (b) upload or transmit any virus, malware, or other harmful code (uploaded files are automatically scanned for known malware, but this scanning is not a guarantee -- see Section 15); (b.1) upload, store, or transmit any child sexual abuse material or any harmful-abusive material depicting a child. Images and videos uploaded to the Service are automatically screened against the Canadian Centre for Child Protection's Project Arachnid hash list (see Section 11.6 and the Privacy Policy). Material that matches is removed from the Chapter's storage immediately, is preserved, and is reported to the authorities and to any body the Company is required by law to notify. The Company will comply with its obligations under the Act respecting the mandatory reporting of Internet child pornography by persons who provide an Internet service, S.C. 2011, c. 4, and may do so without notice to the Chapter or to the person who uploaded the material, where notice is prohibited or would prejudice an investigation. This screening is not a guarantee that all such material will be detected, and detection remains the Chapter's own responsibility -- see Section 15; (c) attempt to gain unauthorized access to any account, Tenant Site, Backend, database, or part of the Service's infrastructure not belonging to you, including by attempting to access another Chapter's tenant data, manipulating Host headers, subdomain routing, session tokens, identifiers, or permission parameters, or exploiting or probing for any vulnerability; (d) send any Commercial Electronic Message in contravention of Section 7, or collect Personal Information about any individual without a lawful basis and, where required, that individual's consent; (e) interfere with, disrupt, degrade, or place an unreasonable or disproportionate load on the Service's infrastructure, including by automated scraping, crawling, or bulk-request activity not expressly permitted by the Company; (f) use the Service in any way that violates applicable law, including CASL and applicable privacy legislation; (g) resell, sublicense, rent, or provide the Service to any third party as a service bureau, or operate a Tenant Site on behalf of an organization that has not itself accepted these Terms; or (h) reverse engineer, decompile, or attempt to derive the source code or underlying structure of the Service, except to the extent this restriction is unenforceable under applicable law. 6.2 The Company may, but is not obligated to, monitor use of the Service, and may remove content, throttle or disable a feature (including Messaging Features), or suspend accounts that it believes, in its sole discretion, violate this Section 6, Section 7, or any other part of these Terms. 6.3 Responsible disclosure. If you discover a security vulnerability in the Service, you agree to report it promptly and confidentially to help@frweb.org and not to exploit it, disclose it publicly, or access any data not belonging to you beyond the minimum necessary to demonstrate the issue. 6.4 This Section 6 applies to Chapters, Administrators, and Members alike. See also Section 8 (Terms Applicable to Members) for additional terms specific to a Member's use of the Service. 7. NEWSLETTERS, BULK EMAIL, AND ANTI-SPAM COMPLIANCE 7.1 The Chapter is the sender. Where a Chapter or its users use the Messaging Features to send a Commercial Electronic Message, the Chapter is the sender of that message and the person on whose behalf it is sent, for the purposes of CASL and any comparable law. The Company acts only as the operator of the technical means of transmission. The Company does not compose, review, approve, or authorize the content of, or the recipient list for, any message a Chapter sends, and does not direct, control, or verify a Chapter's compliance with this Section 7. 7.2 Consent. Each Chapter represents, warrants, and agrees, on a continuing basis and separately in respect of each message sent, that it will send Commercial Electronic Messages only to recipients from whom it has valid express consent, or in respect of whom it has valid implied consent, in each case as required by CASL and any other law applicable to the recipient. Without limiting that obligation, each Chapter agrees that it will: (a) send only solicited mail -- that is, mail to people who have asked to receive it, or who have a relationship with the Chapter that gives rise to implied consent under CASL; (b) not send to any address obtained by purchase, rental, trade, harvesting, scraping, address-generation, or transfer from another organization, and not send to any address list acquired with a third party's consent rather than the Chapter's own; (c) not add any individual to a mailing list solely because that individual's address appears in the Backend, in a Chapter's historical records, in an event registration, or in an imported file, without confirming that a lawful basis to send exists; (d) treat consent as specific to the Chapter, and not send on behalf of, or share a list with, any other organization, council, lodge, jurisdiction, sponsor, vendor, or affiliate without separate valid consent covering that sender; and (e) obtain express consent, where required, in a manner that clearly states the purpose of the consent, identifies the Chapter, and does not use pre-checked boxes or bundle consent with acceptance of unrelated terms. 7.3 Records of consent. Each Chapter is solely responsible for recording and retaining evidence of the consent it relies on for every recipient, including when, how, and in what words consent was obtained, and for producing that evidence if challenged. The Company does not maintain, and does not undertake to maintain, a system of record for a Chapter's consents, and any consent-related field, checkbox, tag, or log the Service may make available is a convenience only and is not represented as sufficient evidence of consent for the purposes of CASL. 7.4 Message content requirements. Each Chapter agrees that every Commercial Electronic Message it sends using the Service will: (a) clearly identify the Chapter as the sender, and identify any other person on whose behalf the message is sent; (b) include the Chapter's current mailing address and at least one of a telephone number, email address, or web address at which the Chapter can readily be contacted, and keep that information valid for at least sixty (60) days after the message is sent; (c) include a clearly and prominently set out unsubscribe mechanism that can be readily performed at no cost to the recipient, and that remains functional for at least sixty (60) days after the message is sent; and (d) not be false or misleading in its sender information, subject matter, header, or content, and not contain or link to any malware, phishing, or deceptive material. 7.5 Honouring unsubscribes. Each Chapter agrees to give effect to every unsubscribe request without delay, and in any event within ten (10) business days of the request, without requiring the recipient to take any further step such as logging in, confirming, or contacting the Chapter. A Chapter must not re-add, re-import, or re-subscribe any person who has unsubscribed, unless that person subsequently gives fresh consent. Where the Service provides an automated unsubscribe or suppression mechanism, the Chapter must not disable, bypass, remove, or alter it, and must not send to any address in a suppression list. 7.6 Transactional and exempt messages. Some messages -- for example, certain messages sent to members of a club, association, or voluntary organization concerning that organization's activities, and certain messages sent by or on behalf of a registered charity where the primary purpose is fundraising -- may fall within an exception or exclusion under CASL or its regulations. Whether any particular message qualifies is a legal question that depends on the facts. Each Chapter is solely responsible for determining, if necessary with its own legal advice, whether an exception applies to any message it sends, and the Company makes no representation on that subject. Any categorization, label, or template the Service applies to a message type is descriptive only and is not a determination that the message is exempt. 7.7 Volume, rate, and deliverability. Messages sent through the Service may be transmitted using shared sending infrastructure and IP addresses. Conduct by one Chapter can therefore harm deliverability for every other Chapter. Accordingly: (a) the Company may impose, change, or enforce limits on sending volume, frequency, list size, or recipient count at any time and without notice; (b) the Company may delay, queue, throttle, sample, quarantine, block, or refuse to transmit any message or campaign, and may disable the Messaging Features for a Chapter, at its sole discretion, including where it believes in good faith that a message may not comply with this Section 7 or may harm the Service's sending reputation; and (c) the Company gives no representation, warranty, or commitment of any kind regarding deliverability, inbox placement, delivery speed, open or click tracking accuracy, or whether any message will be delivered at all, and is not liable for any message that is delayed, blocked, filtered, marked as spam, or not delivered, however caused. 7.8 Complaints and enforcement cooperation. The Company may receive spam complaints, abuse reports, blocklist notices, or regulatory enquiries relating to messages a Chapter has sent. The Company may, without liability to the Chapter: investigate; access sending logs, recipient lists, and message content solely for that purpose; forward the complaint and associated information to the Chapter; disclose relevant information to a complainant, mailbox provider, blocklist operator, or regulator (including the Canadian Radio-television and Telecommunications Commission) as it considers appropriate or as required by law; suspend the Messaging Features or the Chapter's account; and terminate the Chapter under Section 18. A Chapter agrees to respond to any Company request relating to a complaint within five (5) business days, and to cooperate fully with any resulting investigation. 7.9 Regulatory liability is the Chapter's. Any administrative monetary penalty, fine, order, undertaking, judgment, settlement, investigation cost, or legal expense arising from a Commercial Electronic Message sent by a Chapter using the Service is the sole responsibility of that Chapter. Section 20 (Indemnification) applies to any such matter, and the Chapter's indemnity under Section 20 expressly extends to penalties and costs the Company incurs under CASL, including any penalty imposed on the basis that the Company aided, induced, procured, or caused to be procured the Chapter's conduct. 7.10 No monitoring obligation. Nothing in this Section 7 obliges the Company to review, screen, monitor, or approve any message, list, or campaign, and the Company's exercise or non-exercise of any right in Sections 7.7 or 7.8 does not create any duty to do so, does not make the Company the sender of any message, and does not waive any provision of these Terms. 7.11 Members. A Member who sends messages through the Service is subject to this Section 7 as though a Chapter, in respect of messages that Member sends. 8. TERMS APPLICABLE TO MEMBERS 8.1 This Section 8 applies to you if you are a Member -- that is, if you complete an individual account signup for the Service (typically using an invite link sent by a Chapter) in order to access that Chapter's Backend as an individual member, rather than as the Chapter's Administrator. This Section 8 supplements, and does not replace, the other provisions of these Terms that apply to your use of the Service generally, such as Section 3 (Accounts, Credentials, and Security Obligations), Section 6 (Acceptable Use), and Section 7 (Newsletters, Bulk Email, and Anti-Spam Compliance). 8.2 No commercial relationship. A Member is not a customer of the Company and has no billing, subscription, or payment relationship with the Company. The commercial relationship described elsewhere in these Terms -- including all fees, billing, and payment obligations in Section 5 (Fees and Payment) -- exists solely between the Company and the Chapter. Nothing in these Terms makes a Member responsible for a Chapter's fees, or for a Chapter's breach of these Terms. 8.3 Acceptable use of the member portal. As a Member, you agree to: (a) provide accurate information in your own account profile and keep your login credentials confidential in accordance with Section 3.3; (b) use the Backend only to participate in your Chapter's membership activities, such as viewing your own dues, degree/rank, and role records, RSVPing to events, and communicating with your Chapter; (c) comply with Section 6 (Acceptable Use); (d) not export, copy, publish, or disclose another Member's Personal Information obtained through the Backend except as your Chapter has authorized and as applicable law permits; and (e) comply with any additional conduct rules your Chapter's Administrator(s) communicate to you regarding use of the Backend. Your Chapter's Administrator(s) -- not the Company -- are responsible for the substantive rules of membership, conduct, and standing within the Chapter itself; the Company's role is limited to operating the software platform. 8.4 Your personal information. Personal Information about you that is entered, edited, or viewed through the Service is handled as described in the Privacy Policy, including the Privacy Notice for Individual Members, which explains what is collected, how it is used, and the choices and rights available to you. Requests to access or correct Personal Information held about you in a Chapter's Backend should be directed in the first instance to your Chapter; see Section 10.6. 8.5 Access depends on your Chapter. Your ability to access the Backend depends on your Chapter's Administrator(s) granting and maintaining your account and permissions, and on your Chapter's account with the Company remaining active. The Company is not responsible for a Chapter's decision to restrict, suspend, or remove a Member's access, and a suspension or termination of a Chapter's account under Section 18 (Suspension and Termination) may end a Member's access as well. 8.6 Relationship to other Sections. General provisions describing how the Service is made available, such as Section 15 (No Warranty), Section 16 (Limitation of Liability), and Section 11 (Security, Backups, and Your Backup Responsibility), apply to your use of the Service as they do to any other user. Section 5 (Fees and Payment) and the fee-based figure used in Section 16.2 do not apply to you, since a Member has no billing relationship with the Company under these Terms. 8.7 Ending your access. You may stop using the Service at any time. The Company may suspend or terminate your individual access under the circumstances described in Section 18 (Suspension and Termination), independently of any action affecting your Chapter. 9. MEMBER DATA ENTERED BY A CHAPTER 9.1 The Service has a fixed set of built-in categories for tracking a Chapter's members and related individuals (for example: name, email, phone, role or office assignments, degree or rank progression history, dues and payment status/history, and event RSVPs), which are the same for every Chapter and are not customizable by any Chapter. Within those fixed categories, a Chapter -- acting through its Administrator(s) and anyone else the Chapter grants a relevant permission to, and in some cases a Member directly with respect to the Member's own name, phone number, or similar self-service fields -- decides which specific individuals to add, and what specific values to enter, update, or remove for them, and why. This information, together with information about non-member event attendees or newsletter subscribers as described in the Privacy Policy, is referred to in these Terms as "Member Data." See the Privacy Policy for a fuller explanation of how this division of responsibility works in practice. 9.2 Each Chapter, and each individual Administrator or user who enters Member Data, represents and warrants that it has all rights, consents, and legal authority necessary under applicable law to collect, enter, and store that Member Data through the Service, and to permit the Company to process it as described in the Privacy Policy for the sole purpose of providing the Service. 9.3 No sensitive categories. The Service's fixed data categories are not designed, and are not represented as suitable, for the storage of health information, medical or disability information, government identification numbers, social insurance numbers, financial account or payment card numbers, biometric information, precise geolocation, or information about criminal history. A Chapter agrees not to enter such information into any field of the Service, including free-text, notes, correspondence, or file-upload fields, and the Company disclaims all liability arising from a Chapter's entry of such information contrary to this Section 9.3. 9.4 The Company processes Member Data using the Service's fixed features, at the direction of the Chapter that entered it, for the purpose of providing the Service. The Company is not responsible for the accuracy, legality, or completeness of any Member Data entered by a Chapter or a Member, and is not responsible for a Chapter's failure to obtain any consent required by applicable law before entering information about another person. See Section 10 and the Privacy Policy regarding the Company's own responsibility for the design of the Service's fixed data categories and processing logic. 10. PRIVACY, PIPEDA, AND ALLOCATION OF PRIVACY RESPONSIBILITY 10.1 Purpose of this Section. This Section allocates, as between the Company and a Chapter, responsibility for Personal Information handled through the Service. It does not limit either party's own obligations under applicable privacy legislation, and nothing in these Terms operates, or is intended to operate, to contract out of any duty imposed on the Company by PIPEDA or any other applicable privacy law. Where any provision of these Terms would have that effect, that provision does not apply to the extent of the conflict. 10.2 Roles. Each Chapter is the organization that determines which individuals to record, what information to record about them, and for what purposes, and is accountable to those individuals under PIPEDA or other applicable privacy legislation for that Personal Information. The Company holds and processes that Personal Information on the Chapter's behalf, for the sole purpose of providing and supporting the Service, and does not sell, rent, or trade it, and does not use it for its own marketing, advertising, profiling, or model-training purposes. The Company is separately accountable, in its own right, for Personal Information it collects about Chapters and Administrators for billing, account administration, support, and security purposes, and for the design and operation of the Service's fixed data categories, safeguards, and processing logic. 10.3 Chapter obligations. Each Chapter agrees that it will: (a) identify the purposes for which it collects Personal Information, and obtain any consent required by applicable law, before entering that information into the Service; (b) collect and retain only Personal Information that is necessary for the purposes it has identified, and keep it as accurate, complete, and up to date as those purposes require; (c) make available to the individuals it records information about its own privacy practices, including the fact that it uses a third-party service provider (the Company) to host and process that information; (d) respond, as the accountable organization, to requests from individuals for access to or correction of their Personal Information, and to privacy complaints and enquiries; and (e) maintain appropriate access controls within its Backend in accordance with Section 3.4. 10.4 Company obligations. The Company agrees that it will: (a) use Personal Information held on the Service only to provide, secure, support, maintain, and improve the Service, and as otherwise described in the Privacy Policy or required by law; (b) maintain safeguards appropriate to the sensitivity of the information, as described in Section 11; (c) restrict access to Personal Information to personnel and service providers who require it to perform their functions, and bind them to confidentiality obligations; (d) require any service provider it engages to process Personal Information on its behalf to provide a comparable level of protection while the information is in that provider's custody, consistent with the accountability principle under PIPEDA; and (e) notify the affected Chapter of a Security Incident in accordance with Section 10.5. 10.5 Security Incidents and breach notification. (a) The Company will notify the affected Chapter's Administrator(s) of a Security Incident affecting that Chapter's Member Data without undue delay after the Company confirms the Incident, and will provide the information reasonably available to it about the nature of the Incident, the categories of information involved, and the steps taken. (b) The Company will maintain a record of every breach of security safeguards involving Personal Information under its control, as required by PIPEDA, and will retain that record for at least twenty-four (24) months. (c) Where a Security Incident involves Member Data, the Chapter, as the accountable organization, is responsible for determining whether the Incident creates a real risk of significant harm to any individual and for making any resulting report to the Office of the Privacy Commissioner of Canada, any notification to affected individuals, and any notification to other organizations, in each case within the time and in the manner required by law. The Company will provide reasonable assistance with that assessment. Nothing in this paragraph relieves the Company of any reporting or notification duty that applicable law imposes on the Company itself, and the Company will comply with any such duty. (d) Neither party will make any public statement or notification that names the other in connection with a Security Incident without first giving the other a reasonable opportunity to review it, except where a statement or notification is required by law or by a regulator. (e) The Company's notification of, or assistance with, a Security Incident is not, and must not be construed as, an admission of fault, negligence, or liability by the Company, and does not limit Sections 15 or 16. 10.6 Individual requests. If the Company receives a request from an individual to access, correct, or delete Personal Information held in a Chapter's Backend, the Company will, unless applicable law directs otherwise, refer that individual to the Chapter and notify the Chapter of the request. The Chapter is responsible for responding within the time required by applicable law. The Company will provide reasonable assistance to the extent the Chapter cannot fulfil the request using the Service's own features, and may charge a reasonable fee for assistance that is more than incidental. 10.7 Location of data. Personal Information held on the Service is stored on infrastructure operated by the Company in Canada. Certain third-party service providers described in Section 21 may process limited information outside Canada. Information stored outside Canada is subject to the laws of the jurisdiction in which it is stored, including lawful access by the courts, law enforcement, and national security authorities of that jurisdiction. The Company may change its hosting or service providers, including to providers located outside Canada, and will update the Privacy Policy to reflect any such change. 10.8 Other privacy laws. A Chapter located in, or recording information about individuals located in, a jurisdiction with additional or different privacy requirements -- including Alberta, British Columbia, Quebec, or any jurisdiction outside Canada -- is solely responsible for identifying and complying with those requirements. The Service is designed to the requirements of PIPEDA and is not represented as compliant with the law of any other jurisdiction. 11. SECURITY, BACKUPS, AND YOUR BACKUP RESPONSIBILITY 11.1 Security measures. The Company takes administrative, technical, and physical measures intended to protect data on the Service. These currently include encryption of sensitive data at rest with per-Chapter separation, encryption of data in transit using industry-standard transport security, logical separation of tenant data, role-based access controls, automated child-protection screening of uploaded images and video (see Section 11.6), automated malware scanning of uploaded files, and restriction of administrative access to authorized personnel. These measures are described for transparency only, are subject to change at any time as the Company's assessment of appropriate safeguards evolves, and are not a warranty, guarantee, or contractual commitment that any particular measure will be maintained or will be effective. See Sections 15.4 and 16. 11.2 Backups. The Company currently performs backups of Service data on an approximately hourly basis, as a matter of good operational practice. Because backups are periodic rather than continuous, up to one hour or more of data may be irretrievably lost in any event requiring restoration, and a restoration may return the Service to an earlier state, discarding intervening changes. The existence, frequency, scope, retention period, location, and integrity of the backup process are voluntary internal operational measures only, may be changed, reduced, relocated, or discontinued by the Company at any time and without notice, and DO NOT CONSTITUTE A CONTRACTUAL COMMITMENT, SERVICE-LEVEL AGREEMENT, RECOVERY POINT OR RECOVERY TIME OBJECTIVE, WARRANTY, OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED, that any particular Content or data can or will be recovered, restored, complete, uncorrupted, or available at any particular time or at all. The Company does not undertake to test, verify, or monitor the integrity or restorability of any backup, and does not undertake to restore data on request. 11.3 YOUR BACKUP RESPONSIBILITY. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR MAINTAINING YOUR OWN INDEPENDENT, CURRENT, OFFSITE BACKUPS OR EXPORT COPIES of any Content or Member Data that is important to you, whether using an export or download capability the Service may make available from time to time or by your own separate means. Any reliance on the Company's backup process is at your own risk. Each Chapter acknowledges that this allocation of backup responsibility is a material term without which the Company would not provide the Service at the fee charged. 11.4 Export. The Company may, but is not obliged to, make an export or download capability available. Where such a capability is made available, the Company does not warrant its completeness, accuracy, format stability, or continued availability. A Chapter is encouraged to export its data at reasonable intervals and, in any event, before any lapse in its subscription. 11.5 No guarantee of security. No method of storage or transmission over the Internet, and no set of safeguards, is completely secure. The Company cannot and does not guarantee against unauthorized access, Security Incidents, or data breaches. See Sections 15.4 and 16. 11.6 Child-protection screening. Images and videos uploaded to the Service are transmitted to the Canadian Centre for Child Protection ("C3P") and compared against the Project Arachnid hash list of material C3P's analysts have classified as child sexual abuse material or harmful-abusive material of children. By uploading media to the Service, a Chapter directs the Company to transmit it for this purpose and confirms it has the right to do so. C3P may retain, use, and share submitted media in furtherance of that purpose, including with child-protection organizations outside Canada; the Privacy Policy describes this in Sections 9.2 and 10.2. The Company relies on C3P's classifications and does not itself assess whether media is lawful. Those classifications are analyst opinions, not determinations by a court or by law enforcement, and a result of "no known match" means only that the media did not match the list at the moment it was compared. IT IS AND REMAINS THE CHAPTER'S SOLE RESPONSIBILITY to ensure that nothing uploaded to its Tenant Site or Backend is unlawful. This screening is a voluntary operational measure, may be changed, reduced, or discontinued at any time without notice, and IS NOT A WARRANTY, GUARANTEE, OR CONTRACTUAL COMMITMENT that any particular material will be detected. Sections 15 and 16 apply to it in full. 12. CHAPTER AND USER CONTENT 12.1 "Content" means any text, image, file, event listing, newsletter, design choice, or other material uploaded to or created within the Service by a Chapter or its users. 12.2 You retain ownership of your Content. By submitting Content to the Service, you grant the Company a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, transmit, back up, reformat, and publicly display that Content solely as necessary to operate and provide the Service (including displaying it on your Chapter's public Tenant Site, where applicable, and transmitting it to recipients you designate through the Messaging Features). 12.3 You represent and warrant that you own or have all rights necessary to submit your Content and to grant the licence in Section 12.2, and that your Content does not infringe or violate the rights of any third party. You are solely responsible for your Content and for the consequences of posting or publishing it, including on any publicly accessible Tenant Site. 12.4 Public Tenant Sites. A Chapter is solely responsible for determining what information is published on the public-facing portion of its Tenant Site. The Company is not responsible for the consequences of a Chapter publishing Personal Information, member photographs, contact details, meeting locations, or similar information publicly, whether by deliberate choice or by misconfiguration of the Service's visibility or permission settings. 12.5 The Company may remove or disable access to any Content, and may suspend or terminate the account responsible for it, if the Company believes in good faith that the Content violates these Terms or applicable law, without liability to you for doing so. 12.6 Feedback. If you provide the Company with suggestions, feature requests, or other feedback about the Service, you grant the Company a perpetual, irrevocable, worldwide, royalty-free licence to use and incorporate that feedback without restriction or compensation. 13. INTELLECTUAL PROPERTY 13.1 The Service, including its software, design, "FraternalWeb" name and logo, and all underlying technology, is owned by the Company or its licensors and is protected by intellectual property laws. Nothing in these Terms grants you any right to use the Company's trademarks, logos, or branding without prior written permission, except as reasonably necessary to use the Service as intended. 13.2 Subject to Section 12.2, each Chapter retains ownership of its own name, insignia, and branding as used on its Tenant Site. Each Chapter represents that it is entitled to use the name, insignia, emblems, and branding it displays on its Tenant Site, including any that belong to a grand lodge, supreme council, or other governing body, and that its use of them through the Service complies with any applicable rules or licence of that body. The Company is not responsible for obtaining or verifying any such permission. 14. SUPPORT; NO SERVICE LEVELS 14.1 The Company provides support on a commercially reasonable, best-efforts basis, by email at help@frweb.org, during such hours as it may determine. No response time, resolution time, availability window, or support channel is guaranteed, and support may be changed, reduced, or discontinued at any time. 14.2 The Company may schedule maintenance, including maintenance that makes the Service unavailable, at any time. The Company will endeavour to give advance notice of planned maintenance expected to cause extended unavailability, but is not obliged to do so and is not liable for failing to do so. 14.3 Nothing said or written by the Company or any person on its behalf in any sales, marketing, onboarding, or support communication creates any warranty, service level, or commitment that is not expressly set out in these Terms. 14.4 Ongoing development. The Service is under active, ongoing development, and the Company continues to add, change, and improve its features. As a result, a Chapter or Member may from time to time encounter minor, unannounced changes in behaviour, temporary glitches, or brief interruptions to individual features. The Company does not expect this to cause a major interruption to the Service as a whole, but does not guarantee against it, and Section 15 (No Warranty) applies. 15. NO WARRANTY 15.1 THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY, CONDITION, OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, COLLATERAL, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 15.2 WITHOUT LIMITING THE FOREGOING, THE COMPANY DOES NOT WARRANT THAT: (a) THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME, OR WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR WILL MEET ANY PARTICULAR LEVEL OF UPTIME OR AVAILABILITY; (b) any defects will be corrected; (c) the Service is free of viruses or other harmful components, notwithstanding any malware scanning performed on uploaded files; (d) results, calculations, reports, or records obtained from use of the Service will be accurate, complete, or reliable; or (e) any message sent through the Messaging Features will be delivered. 15.3 DATA LOSS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY IS NOT LIABLE FOR ANY LOSS, CORRUPTION, DELETION, OR UNAVAILABILITY OF CONTENT OR DATA, HOWEVER CAUSED AND REGARDLESS OF FAULT, including as a result of hardware or infrastructure failure, storage-media failure, software or coding defects, faulty deployment or migration, human error (whether by the Company, a Chapter, or any other person), a cyberattack, or an event described in Section 23.8 (Force Majeure), and regardless of whether the Company's backup process was or was not effective, tested, or performed in that particular instance. Section 11.3 applies. 15.4 SECURITY. To the maximum extent permitted by applicable law, and subject always to Section 10.1, the Company is not liable for any unauthorized access to, or disclosure, alteration, or destruction of, your data, notwithstanding the security measures described in Section 11.1. 15.5 DOWNTIME. To the maximum extent permitted by applicable law, the Company is not liable for any unavailability, interruption, degradation, slowness, or inaccessibility of the Service or of any Tenant Site, of any duration and however caused, including during planned or unplanned maintenance. 16. LIMITATION OF LIABILITY 16.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DUES, DONATIONS, DATA, GOODWILL, REPUTATION, MEMBERSHIP, BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, OR ANY COST OF PROCURING SUBSTITUTE SERVICES OR OF RECREATING LOST DATA, ARISING OUT OF OR RELATED TO YOUR USE OF, OR INABILITY TO USE, THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE) AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 16.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOUR CHAPTER TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED CANADIAN DOLLARS (CAD $100), WHICHEVER IS GREATER. THIS LIMIT APPLIES IN THE AGGREGATE TO ALL CLAIMS AND EVENTS TAKEN TOGETHER, APPLIES TO THE COMPANY AND ALL PERSONS LISTED IN SECTION 16.1 COLLECTIVELY AND NOT SEPARATELY, AND APPLIES EVEN IF ANY REMEDY PROVIDED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 16.3 Allocation of risk. You acknowledge and agree that the disclaimers in Section 15 and the limitations in this Section 16 are a fundamental basis of the bargain between you and the Company, that they reflect a deliberate and negotiated allocation of risk between a low-cost, self-serve software service and its customer, that the fees charged are set at their current level precisely because of that allocation, that the Company would not provide the Service at those fees without them, and that you have had the opportunity to obtain independent advice and to obtain insurance against the risks allocated to you. Each Chapter is responsible for deciding whether to carry its own insurance in respect of those risks. 16.4 Some jurisdictions do not allow the exclusion or limitation of certain damages, warranties, or conditions. In such jurisdictions, the exclusions and limitations in Sections 15 and 16 apply only to the maximum extent permitted by applicable law, and nothing in these Terms is intended to exclude or limit liability that cannot lawfully be excluded or limited, including liability for the Company's own fraud or fraudulent misrepresentation, for death or personal injury caused by its negligence, or for gross negligence or wilful misconduct, in each case where and to the extent such exclusion is prohibited by applicable law. 16.5 No claim arising out of or related to these Terms or the Service may be brought against any officer, director, shareholder, employee, or contractor of the Company personally. Each such person may enforce this Section 16 as if a party to these Terms, and the Company holds the benefit of this Section 16.5 in trust for them. 17. DATA RETENTION AND DELETION 17.1 The Company retains Chapter and Member Data for as long as the Chapter's account remains active, and thereafter as described in this Section 17. 17.2 If a Chapter's account becomes inactive due to non-payment (see Section 4.2 and Section 5.6) and remains inactive for a further period currently expected to be approximately one (1) week, the Company may permanently delete the Chapter's Tenant Site, Backend data, uploaded files, and all associated Member Data, without further notice and without any obligation to provide an export or copy beforehand. This timeframe may change at the Company's discretion. Chapters are strongly encouraged to maintain their own current export copies at all times; see Section 11.3. 17.3 A Chapter or Administrator may request deletion of their Chapter's account and data at any time by contacting help@frweb.org. The Company will process such a request within a reasonable time, subject to any retention required by applicable law or reasonably necessary for billing, legal, security, or fraud-prevention purposes. 17.4 Residual copies. Following deletion, residual copies of data may persist in backup media, logs, or caches for a limited period until those media are overwritten or expire in the ordinary course, and the Company is not obliged to expunge data from backup media on request. Such residual copies remain subject to Section 10. 17.5 Sections 11, 15.3, and 16 apply to any data deletion, whether requested, automatic, or resulting from Company error. 18. SUSPENSION AND TERMINATION 18.1 You may stop using the Service, or request closure of your Chapter's account, at any time by contacting help@frweb.org. Termination does not entitle you to any refund; see Section 5.4. 18.2 The Company may suspend or terminate your access to the Service, in whole or in part, immediately and without notice, if you breach these Terms, fail to pay applicable fees, or if the Company reasonably believes such action is necessary to protect the Service, other users, the Company, or any third party, including in response to a suspected Security Incident, suspected abuse of the Messaging Features, or a legal or regulatory demand. 18.3 The Company may also discontinue the Service as a whole, or cease offering it to a class of customers, on thirty (30) days' notice to affected Chapters, in which case it will refund the unused portion of any prepaid annual fee calculated on a straight-line daily basis. That refund is the Company's entire liability for such a discontinuation. 18.4 Upon termination, your right to use the Service ends immediately. Sections 1.2, 5.4, 6, 7.9, 9, 10, 11.3, 12.2 (as to Content already licensed prior to termination), 12.3, 12.6, 13, 15, 16, 17, 20, 21, 22, and 23 survive termination. 19. ELIGIBILITY; NO SERVICE DIRECTED AT MINORS 19.1 The Service is intended for use by adults (18 years of age or older) and is not directed at, marketed to, or intended for use by children. The Company does not knowingly collect Personal Information directly from individuals under 18 for the purpose of creating an account. 19.2 If a Chapter enters Member Data about an individual under 18 (for example, historical or honorary records, family or dependant records, or records relating to a youth or junior program affiliated with the Chapter), the Chapter is solely responsible for ensuring it has the legal right and any required consent -- including, where applicable, the consent of a parent or guardian -- to do so, and the Company disclaims all liability arising from a Chapter's entry of such data in violation of this Section or applicable law. A Chapter must not create Service accounts for, or send Commercial Electronic Messages to, individuals under 18. 19.3 If the Company becomes aware that an individual under 18 has created an account, it may terminate that account and delete the associated information. 20. INDEMNIFICATION 20.1 You agree to indemnify, defend, and hold harmless the Company and its officers, directors, shareholders, employees, contractors, and agents from and against any claims, demands, proceedings, investigations, liabilities, damages, losses, penalties (including administrative monetary penalties), fines, and expenses, including reasonable legal fees on a full-indemnity basis, arising out of or in any way connected with: (a) your use of the Service; (b) your Content or Member Data; (c) any Commercial Electronic Message sent by you or on your behalf using the Service, including any CASL complaint, investigation, undertaking, or penalty; (d) your violation of these Terms; (e) your violation of any applicable law, including CASL and applicable privacy legislation; (f) your violation of the rights of any third party; or (g) any dispute between you and a Member, another Chapter, or any governing body of your organization. 20.2 The Company will notify you of any claim for which it seeks indemnity and may, at its option, control its own defence at your expense. You may not settle any claim in a way that imposes any obligation or admission on the Company without its prior written consent. 20.3 This Section 20 does not apply to a Member acting solely in the capacity described in Section 8, except in respect of Section 20.1(c), (e), and (f). 21. THIRD-PARTY SERVICES 21.1 The Service integrates with or relies upon third-party services, including without limitation Stripe (payments), Google (sign-in and site search tools), and third-party email delivery, DNS, certificate, and malware-scanning services. The Company is not responsible for the availability, accuracy, security, or acts or omissions of any third-party service, and your use of any such third-party service may be subject to that provider's own terms and privacy policy. 21.2 The Company may add, replace, or remove third-party service providers at any time. Where a provider processes Personal Information on the Company's behalf, Section 10.4(d) applies. 21.3 A failure, outage, defect, security incident, price change, or discontinuation affecting any third-party service is an event outside the Company's reasonable control for the purposes of Section 23.8. 22. DISPUTE RESOLUTION; NOTICE AND CURE; LIMITATION PERIOD 22.1 Notice and good-faith resolution. Before commencing any proceeding arising out of or relating to these Terms or the Service, you agree to send written notice of the dispute to info@frweb.org describing the issue and the relief sought, and to attempt in good faith to resolve it with the Company for a period of thirty (30) days after that notice. This Section does not prevent either party from seeking urgent injunctive relief. 22.2 Individual claims. To the maximum extent permitted by applicable law, any claim must be brought in your individual or your Chapter's individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. 22.3 Limitation period. Any claim by a Chapter arising out of or relating to these Terms or the Service must be commenced within one (1) year after the claim arose, failing which it is permanently barred. This shortened period is agreed under section 22 of the Limitations Act, 2002 (Ontario) on the basis that these Terms are a business agreement as defined in that Act. It does not apply to a claim by an individual Member acting otherwise than in the course of a business, and nothing in this Section varies a limitation period where the parties are prohibited by law from doing so; in those cases the limitation period fixed by applicable law applies instead. 23. GENERAL 23.1 Governing Law. These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles. 23.2 Venue. You agree that any dispute arising out of or relating to these Terms or the Service will be brought exclusively in the courts located in Ontario, and you attorn to the exclusive jurisdiction of those courts. 23.3 Changes to These Terms. The Company may modify these Terms at any time by posting an updated version, which will bear a version identifier and effective date. Material changes will be communicated by reasonable means (such as email or a notice on the Service) before they take effect. Continued use of the Service after a change takes effect constitutes acceptance of the revised Terms. Where the Company requires affirmative re-acceptance of a revised version before continued use, a Chapter's re-acceptance is completed by whoever currently serves as its Administrator, consistent with Section 1.6. If you do not accept a revised version, your remedy is to stop using the Service and request account closure under Section 18.1. 23.4 Entire Agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between you and the Company regarding the Service, and supersede any prior or contemporaneous agreements, proposals, representations, or communications, whether oral or written. You confirm that you have not relied on any representation not expressly set out in these Terms. 23.5 Severability. If any provision of these Terms is found unenforceable, that provision will be limited, read down, or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect. 23.6 No Waiver. The Company's failure to enforce any provision of these Terms is not a waiver of its right to do so later. 23.7 Assignment. You may not assign these Terms without the Company's prior written consent. The Company may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets. 23.8 Force Majeure. The Company is not liable for any failure or delay in performance, nor for any resulting unavailability, loss, or corruption of Content or data, arising from any cause beyond its reasonable control, including natural disasters, pandemics or other public health emergencies, fire or flood, power or telecommunications failures, internet or infrastructure outages, server, hardware, or storage-media failure, cyberattacks or denial-of-service attacks, failures or outages of third-party hosting, cloud, email, DNS, or data-centre providers, supply-chain disruption, labour disputes, or acts of government. 23.9 Relationship of the Parties. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party may bind the other. 23.10 No Third-Party Beneficiaries. Except as expressly provided in Section 16.5, these Terms do not confer any right or remedy on any person who is not a party to them. 23.11 Notices. The Company may give notice to you by email to the address associated with your account, or by posting a notice within the Service. You must give notice to the Company at info@frweb.org, except where these Terms specify help@frweb.org. Notice is deemed received on the day sent, if sent on a business day. 23.12 Language. It is the express wish of the parties that these Terms and all related documents be drawn up in English. Les parties conviennent que la presente convention et tous les documents s'y rattachant soient rediges en anglais. 23.13 Contact. Questions about these Terms may be directed to info@frweb.org. Privacy questions and requests may be directed to the contact identified in the Privacy Policy.