1. DEFINITIONS

1.1. CROSS BORDER HUB LLC, a company organized and existing under the laws of the State of Florida, USA (hereafter “CROSS BORDER HUB”, “CBH”, “we” or “us”), is a technology and logistics company that provides a solution to process, ship, monitor and track orders and packages. This solution is delivered through the CBH platform, enabling shipments from any CBH logistics center to destination markets.

1.2. Site: the website and digital platform, including all content made available through them, owned, supported and operated by CBH.

1.3. User (also “you”): any person or entity that registers for, accesses or uses the Services, whether or not a paid plan is in effect.

1.4. Recipient: the natural or legal person to whom a package is to be delivered in the destination country.

1.5. Platform: the software used to manage the Services made available to the User at app.cb-hub.com

1.6. Marketplace: a virtual shopping environment in which sellers from different brands and locations offer their products.

1.7. E-commerce: a seller that sells its products through its own dedicated website.

1.8. SaaS Platform: software-as-a-service.

1.9. Amazon Seller: a User that ships orders originating, in whole or in part, from any Amazon marketplace.

1.10. Chain Providers: third parties engaged in the performance of the Services, including warehouses, carriers, couriers, customs brokers, airlines, consolidators and last-mile delivery operators.

1.11. Pass-Through Amounts: taxes, customs duties, government charges, third-party freight, airport and terminal fees, and any other amounts collected by CBH from the User for onward payment to a Chain Provider or authority, which do not constitute CBH revenue.

1.12. Service Fees: amounts actually earned and retained by CBH as consideration for the Services, excluding Pass-Through Amounts.

1.13. Business Day: any day other than a Saturday, Sunday or public holiday in Miami, Florida, USA.

1.14. Policies: the Acceptable Use Policy and the Data Protection Policy published by CBH at cb-hub.com, as amended from time to time in accordance with Section 28, which are incorporated into and form part of these Terms.

2. SERVICES

2.1. The services and products provided to you (the “Services”) comprise:

2.1.1. the SaaS Platform;

2.1.2. processing of orders from marketplaces or e-commerce stores;

2.1.3. warehousing of packages upon arrival at a CBH third-party warehouse;

2.1.4. transportation to the airport, performed by a CBH third-party provider;

2.1.5. distribution to the Recipient, performed by a CBH third-party carrier;

2.1.6. preparation and transmission of shipping documents for air freight; and

2.1.7. remote technical support, where included in the SaaS plan selected, on Business Days between 9:00 a.m. and 5:00 p.m. (Miami, FL time), by e-mail, chat or telephone, to resolve operational issues and answer questions on system operation.

2.2. The Services are generated using the information technology embedded in the CBH digital platform, which directs the shipment, screening and customs clearance of the products of duly registered Users.

2.3. The Services will direct the User to the engagement of Chain Providers. CBH acts as a logistics and technology integrator and does not itself perform air transportation, customs clearance before foreign authorities, or last-mile delivery.

2.4. CBH shall not be liable for any inaccurate, incomplete or untimely information provided by the User that affects or prevents performance of the Services at any stage.

2.5. The User is solely responsible for ensuring that the goods it ships comply with the requirements of all competent authorities in the country of origin and the country of destination, including prohibited and restricted item rules and any authorization, license, certification or approval required for shipment, export, import or transportation.

2.5.1. Lists of prohibited and restricted items are maintained by the competent authorities and by Chain Providers and may be updated at any time. The obligation to comply is continuous, rests with the User, and does not depend on prior notice from CBH.

2.5.2. Acceptance, collection, processing or transmission of a shipment by CBH does not constitute validation, approval or confirmation that the goods, their description, their declared value or their documentation comply with applicable requirements.

2.5.3. Where CBH becomes aware, in the ordinary course of its operation, of a restriction relevant to the User’s goods, it may share that information as an operational courtesy, without assuming any obligation to monitor, update or notify, and without transferring to CBH any responsibility for compliance verification.

2.6. Supporting documentation.

2.6.1. CBH, a Chain Provider or a competent authority may require additional documentation or information in respect of a shipment, including commercial invoices, packing lists, product descriptions, certificates, licenses, authorizations, importer or Recipient identification, proof of value or proof of origin.

2.6.2. The User shall provide the requested documentation, in the form and language required, within the period stated in the request or, where no period is stated, within three (3) Business Days. Where the requesting authority or Chain Provider imposes a shorter deadline, that deadline applies.

2.6.3. Documentation must be accurate, complete and consistent with the information already transmitted for the shipment. Correction of any discrepancy identified after transmission is the responsibility of the User.

2.6.4. Failure to provide the requested documentation within the applicable period, or provision of inaccurate or incomplete documentation, may result in retention of the shipment, delay in clearance, accrual of storage charges, return to origin, destruction, forfeiture or any other disposition determined by the competent authority. Any resulting costs shall be borne by the User in accordance with Section 2.7.

2.6.5. CBH shall not be liable for any consequence arising from the User’s failure to comply with this Section.

2.7. Return to Origin and Customs Determinations. Where any customs authority, airport terminal, governmental agency or competent authority determines the return to origin, exportation, redirection, refusal of entry, non-clearance, destruction, seizure or any other customs-related disposition of a shipment, the User acknowledges and agrees that:

1. such determination is made exclusively by the competent authority and does not constitute a decision or fault attributable to CBH;
2. the return-to-origin process is mandatory and operationally required whenever determined by the competent authority, and is not an optional service subject to the User’s discretion;
3. all costs, fees, charges and expenses relating to the return, storage, handling, consolidation, transportation, exportation, customs processing, airport fees, operational expenses and any other related logistics or customs procedures shall be borne solely by the User;
4. airport storage charges may accrue daily and may substantially increase total return costs depending on the duration of customs retention or warehouse custody;
5. CBH may require advance payment, partial payment or financial guarantee prior to initiating or continuing any return-to-origin procedure;
6. failure by the User to pay the amounts quoted by CBH when due may result in additional storage charges, operational delays, inability to proceed with the return process, or any other consequence imposed by third parties or authorities; and
7. any operational credits, shipping credits, commercial policies or partial freight refunds previously granted by CBH may be applied, at CBH’s sole discretion, toward the offset of return-to-origin costs and related operational expenses; and
8. notwithstanding paragraphs (a) to (g), where the determination results directly from an operational, documentary or technological error of CBH, the costs arising from that determination shall be borne by CBH, subject to the limit in Section 20.1.

2.8. By checking the acceptance box during onboarding on the Site or in the application, you represent that you have read, understood and agree to be bound by these Terms, as amended from time to time in accordance with Section 28. If you do not agree to these Terms, you are not authorized to access or use the Services.

3. ACCOUNT DURATION

3.1. CBH reserves the right to cancel your account for lack of use, non-payment, or breach of these Terms. As a general matter, CBH user accounts are maintained indefinitely unless and until cancelled by the User or by CBH.

3.2. Following any account cancellation, CBH may retain certain account settings and information for a period, in the event of reactivation. The retention period is determined by CBH in its sole discretion, subject to the Data Protection Policy and applicable law.

4. FREE TRIAL

4.1. If you sign up for a CBH platform free trial, you will not be charged the SaaS Service Fee applicable to the plan selected for the duration of the trial. If you do not cancel at the end of the trial period, no Service Fee will be charged retroactively for the trial period itself.

4.2. To cancel at the conclusion of the free trial, send an e-mail to [email protected]. You will be asked to verify your account information and confirm your intention to cancel.

4.3. The free trial applies to the SaaS Platform only. Logistics services, Pass-Through Amounts and Pack Protection contributions remain payable in full during the trial period.

5. ACCOUNT CANCELLATION AND TERMINATION

5.1. You may terminate your account at any time by sending an e-mail to [email protected]. You will be asked to verify your account information and confirm your intention to cancel. Depending on the plan selected, the conditions below apply.

5.2. SaaS Service Plan. You may end your SaaS service plan at any time.

5.2.1. If you terminate your monthly SaaS plan within the first ninety (90) days after sign-up, no SaaS Service Fee will be charged for the month in which termination occurs.

5.2.2. If you terminate your SaaS plan after the first ninety (90) days, your account will remain open and accessible until the end of that month’s billing cycle, no refund will be issued, and the account will then be closed and no longer accessible.

5.3. Termination of the account does not affect: (a) shipments already in transit, which will be completed in the ordinary course; (b) amounts due to CBH; (c) open claims; or (d) any provision of these Terms which by its nature is intended to survive termination, including Sections 5.5, 11, 19, 20, 21, 24, 25, 26 and 27.

5.4. CBH may terminate an account immediately, on written notice, in the event of: (a) material breach of these Terms not cured within ten (10) Business Days of written notice; (b) insolvency or bankruptcy of the User; (c) fraud or serious violation of applicable law; (d) breach of the Acceptable Use Policy; or (e) a regulatory impediment that renders the operation unfeasible.

5.5. Data export on termination. For thirty (30) days following termination of the account, and provided that all amounts due to CBH have been settled, the User may export through the Platform the shipment records and reports associated with its account. Irrespective of the reason for termination, CBH will make available any personal data whose portability is required by applicable law.

6. OPERATIONAL REQUIREMENTS

6.1. Please review the Operational Requirements attached as Exhibit 1, which contain requirements applicable to the Services provided by CBH and form part of these Terms.

7. DATA PROTECTION AND ACCEPTABLE USE

7.1. The Data Protection Policy published by CBH at cb-hub.com forms part of these Terms and governs the processing of personal data in connection with the Services. Please review it before using the Services.

7.2. Where shipments are destined to a jurisdiction whose data protection law applies to the processing carried out under these Terms, both parties shall comply with that law in respect of such processing.

7.3. The Acceptable Use Policy published by CBH at cb-hub.com forms part of these Terms and governs the use of the Services and of the Platform. Breach of the Acceptable Use Policy entitles CBH to suspend the Services under Section 22 or to terminate the account under Section 5.4.

8. LICENSE AND ACCESS

8.1. CBH grants the User a limited, revocable, non-exclusive, non-transferable license to access and use the Platform developed and operated by CBH, solely for the purpose of receiving the Services.

8.2. The User shall not, and shall not permit any third party to: (a) derive or attempt to derive the source code of the Platform, in whole or in part; or (b) reverse engineer, decompile, disassemble or translate any part of the Platform.

9. USER’S REPRESENTATIONS AND WARRANTIES

9.1. You represent and warrant to CBH that:

9.1.1. your access to and use of the Platform will comply with these Terms and with all applicable laws and regulations of the United States of America and of any other relevant jurisdiction in which the Services are performed, including those relating to data transmission and to information exported from those jurisdictions;

9.1.2. each package strictly complies with the requirements of local authorities, including regulatory agencies, in both the country of origin and the country of destination;

9.1.3. all product descriptions, declared values, tax classifications, Recipient data and other information you transmit to CBH are accurate, complete and lawful; and

9.1.4. you are not (a) using a false e-mail address, or (b) impersonating any person or entity, or otherwise misrepresenting the origin of an order or payment.

10. SITE CONTENT, REVIEWS AND COMMUNICATIONS

10.1. Users may post comments, reviews and other content and submit suggestions, provided the content does not contain anything unlawful, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or racially, ethnically or otherwise objectionable, and does not infringe the rights of any third party. You agree not to impersonate any person or entity, or to communicate under a false name or a name you have no right to use. CBH reserves the right, but not the obligation, to remove, prohibit, edit or discontinue any content on the Site.

10.2. CBH does not claim ownership of materials you supply. However, unless we indicate otherwise, by posting content you grant CBH and its subsidiaries and agents a non-exclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute and display such content worldwide in any media, and to use the name you submit in connection with such content. You represent and warrant that you own or control all rights to the content you post, that the content is accurate, and that its use will not violate this policy or cause injury to any person or entity. You agree to indemnify CBH, its subsidiaries and agents for all claims resulting from content you supply. CBH assumes no liability for content posted by you or by any third party.

11. RISK OF LOSS AND PACK PROTECTION

Risk of loss

11.1. All packages shipped through the Services are transported under a contract of carriage with a courier or carrier. Once a package is tendered to a Chain Provider, physical custody of that package rests with that Chain Provider, whose liability for loss or damage is limited by the applicable international conventions and by that provider’s own terms of carriage.

11.2. Title to the goods remains with the User or its seller, as determined by the underlying contract of sale between the User and the Recipient. Nothing in these Terms transfers title to CBH or to any Chain Provider.

Pack Protection

11.3. Pack Protection is the cargo protection product made available by CBH covering loss, misplacement or physical damage to packages while in the logistics chain, on the terms, coverage limits and exclusions set out in Exhibit 1.

11.4. Mandatory coverage for Amazon Sellers. Pack Protection is mandatory for all shipments tendered by an Amazon Seller. CBH may decline to process, or may hold, any Amazon Seller shipment for which Pack Protection is not in effect at the time of tender.

11.5. Optional coverage for other Users. For all other Users, Pack Protection is optional and may be elected at account level (applying to all subsequent shipments) or per shipment, in each case through the Platform prior to tender of the package. Election made after tender does not apply retroactively to that shipment.

11.6. Effect of no coverage. Where Pack Protection is not in effect for a shipment, the User bears the risk of loss, misplacement or damage to that shipment, and CBH shall have no obligation to indemnify the User in respect of such loss, except where the loss results from CBH’s own willful misconduct, gross negligence or breach of these Terms, in which case Section 20 applies. The absence of Pack Protection does not relieve CBH of liability for its own acts or omissions.

11.7. Contribution and billing. Pack Protection contributions are charged in accordance with the rates applicable to the User’s account and deducted from the User’s e-Wallet. Coverage is effective only for shipments in respect of which the applicable contribution has been paid in full.

Claims

11.8. A claim under Pack Protection must be submitted by the User through the Platform, or to [email protected], within: (a) for loss or misplacement, 60 calendar days of the last recorded tracking event or of the date on which the shipment became overdue under the applicable service level, whichever is later; or (b) for damage, 30 calendar days of the date of delivery to the Recipient. Claims submitted after the applicable period will not be accepted.

11.9. Supporting documentation. The User must submit, with the claim or within 30 calendar days of CBH’s request:

1. for damage claims, photographs of the packaging and of the damaged goods, and the Recipient’s damage report; and
2. any additional documentation reasonably required by CBH or by the underwriter.

Claims not supported by the required documentation within the applicable period may be closed without indemnity.

11.10. Review. CBH will acknowledge receipt of a claim within 7 Business Days and will communicate its decision within 15 Business Days of receipt of the complete documentation. Where the claim depends on investigation by a Chain Provider or underwriter, this period may be extended for the duration of that investigation, and CBH will keep the User informed.

11.11. Basis of indemnity. Indemnity is calculated on the value of the products declared by the User in the Platform for the affected shipment, plus the charges applied to the User’s e-Wallet in respect of that shipment, including freight, Service Fees and Pass-Through Amounts, and less the Pack Protection contribution charged for that shipment. Indemnity is in all cases subject to any coverage limit per package set out in Exhibit 1.

11.11.1. CBH may require evidence of the declared value where the value recorded in the Platform is materially inconsistent with the nature of the goods, the commercial history of the account or the information transmitted to customs authorities.

11.12. Exclusions. Pack Protection does not cover, and CBH shall not indemnify, loss or damage arising from:

1. prohibited, restricted or controlled goods, or goods shipped without a required authorization, license or certification;
2. inaccurate, incomplete or fraudulent declaration of contents or value;
3. inadequate or insufficient packaging by the User or its seller;
4. inherent vice, natural deterioration or ordinary wear of the goods;
5. seizure, confiscation, retention, destruction, forfeiture or return determined by a competent authority, which is governed by Section 2.7;
6. delay in delivery, and any loss of profit, loss of revenue, loss of business opportunity or other indirect or consequential loss;
7. any category excluded in Exhibit 1; and
8. shipments for which the applicable contribution was not paid in full prior to tender.

11.13. Payment. Approved indemnities are paid, at CBH’s election, by credit to the User’s e-Wallet or by refund through the original payment method, within 15 Business Days of approval. CBH may set off approved indemnities against amounts owed by the User to CBH.

11.14. Subrogation. Upon payment of an indemnity, CBH and its underwriter are subrogated to the User’s rights against any Chain Provider or third party responsible for the loss, and the User shall provide reasonable assistance in the pursuit of those rights and shall not settle or waive them without CBH’s prior written consent.

11.15. Time bar. No action relating to a Pack Protection claim may be brought more than 12 months after the date of CBH’s final decision on that claim.

12. COPYRIGHT

12.1. All content included in or made available through the Services, including trademarks, text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations and software, is the property of CBH or of its content suppliers and is protected by United States and international copyright laws. The compilation of all such content is the exclusive property of CBH.

13. PLATFORM

13.1. The Platform is owned by CBH and protected by copyright laws and international treaty provisions. Any reproduction or redistribution of the Platform is expressly prohibited and may result in civil and criminal penalties. Without limiting the foregoing, copying or reproducing the software to any server or other location for reproduction or redistribution is expressly prohibited.

14. TRADEMARK

14.1. The CROSS BORDER HUB trademark may not be used in connection with any product or service without CBH’s prior authorization.

14.2. The Site, and any portion of it or of the materials made available by CBH through it, may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose not expressly permitted by CBH.

15. COPYRIGHT INFRINGEMENT

15.1. CBH respects the intellectual property of others and does not tolerate copyright infringement. If you believe your work has been copied in a way that constitutes copyright infringement, please notify us at [email protected].

16. RATES AND CHARGES

16.1. Prices, rates and payment terms applicable to the Services are those agreed in writing with the User and made available in the User’s account on the Platform. Rates may differ between Users according to volume, service level, destination, product profile and other commercial factors.

16.2. All Services are provided on a pre-paid basis and the corresponding amounts are deducted from the User’s e-Wallet held with CBH.

16.3. All rates and charges are exclusive of VAT or state sales tax. Save as provided in Sections 2.7 and 16.4, no charge, additional cost or surcharge applies other than those agreed in writing with the User or displayed in the User’s account on the Platform.

16.4. Surcharges relate to changes in underlying air freight contract prices, prevailing market freight rates, fuel costs and exchange rates, and do not form part of the general rate. Surcharges will be announced with at least fifteen (15) days’ notice, except where a Chain Provider or authority imposes a shorter period, in which case CBH will give as much notice as is reasonably practicable.

16.5. Pass-Through Amounts are collected from the User for onward payment to Chain Providers or authorities. They do not constitute CBH revenue and are not Service Fees for any purpose under these Terms, including the calculation of the limit in Section 20.

16.6. CBH reserves the right to make changes of any nature to the Platform used to manage the Services at cb-hub.com and app.cb-hub.com, subject to Section 28.

17. SANCTIONS AND EXPORT POLICY

17.1. You may not use the Services if you are the subject of U.S. sanctions, or of sanctions consistent with U.S. law imposed by the government of the country in which you use the Services. You must comply with all U.S. and other export and re-export restrictions applicable to goods, software, technology and services.

18. IMPORT AND EXPORT CONTROL

18.1. These Terms are subject to, and the parties shall comply with, all import and export control laws, statutes, regulations, rules, orders, licenses, requirements and governmental requests applicable to imports, exports and transactions carried out under or in connection with these Terms.

19. DISCLAIMER OF WARRANTIES

19.1. The Site, the Services and the Platform are provided by CBH “as is” and “as available”.

19.2. To the maximum extent permitted by applicable law, CBH makes no representations or warranties of any kind, express or implied, as to the operation of the Site or the Platform, or as to the information, content, materials or products included in them.

19.3. To the maximum extent permitted by applicable law, CBH disclaims all warranties, express or implied, including implied warranties of non-infringement, merchantability and fitness for a particular purpose. CBH does not warrant uninterrupted or error-free Services.

19.4. CBH is not responsible for any delay caused by the User’s error or omission, or for any delay caused by customs authorities at destination.

19.5. CBH does not warrant that the Services, information, content, materials, products or electronic communications sent from CBH are free of viruses or other harmful components.

20. LIMITATION OF LIABILITY

20.1. Aggregate cap. To the maximum extent permitted by applicable law, CBH’s total aggregate liability arising out of or in connection with these Terms and the Services, for any event or series of related events, shall not exceed the amount of Service Fees actually received by CBH from the User, in respect of the Services directly related to the event, during the three (3) months immediately preceding the occurrence of the loss.

20.2. Excluded from the calculation. For the purposes of Section 20.1, Pass-Through Amounts, including taxes, customs duties, government charges, third-party freight and airport or terminal fees, are excluded from the calculation of the cap, as they do not constitute CBH revenue.

20.3. Indirect damages. Neither party shall be liable for indirect, incidental, punitive or consequential damages, loss of profit, loss of revenue, loss of business opportunity or reputational harm, even if advised of the possibility of such damages.

20.4. Carve-outs. The limitations in Sections 20.1 and 20.3 do not apply to liability for willful misconduct, gross negligence or fraud, or to any liability that cannot be limited or excluded under applicable law.

20.5. Governmental action. CBH shall not be liable for seizure, confiscation, retention, destruction, forfeiture or compulsory return of goods resulting from action by a governmental authority, except where directly caused by CBH’s own operational, documentary or technological error, in which case Section 20.1 applies.

20.6. Chain Providers. CBH is responsible for the performance of its own obligations under these Terms. CBH engages Chain Providers to carry out transportation, warehousing, customs clearance and last-mile delivery, and does not control their internal operations. CBH’s liability for the acts or omissions of a Chain Provider arises only where CBH has failed to exercise reasonable care in the selection, instruction or supervision of that Chain Provider, and is in all cases subject to the limit in Section 20.1. Nothing in this Section limits any right the User may have directly against a Chain Provider under the applicable contract of carriage.

21. INDEMNIFICATION BY THE USER

21.1. The User shall defend, indemnify and hold harmless CBH, its affiliates, officers, employees and agents from and against any claim, demand, fine, penalty, loss or expense (including reasonable legal fees) arising out of or in connection with:

1. shipment of prohibited, restricted or controlled goods, or goods lacking a required authorization, license or certification;
2. inaccurate, incomplete or fraudulent information, declarations or valuations provided by the User;
3. infringement by the goods, or by content supplied by the User, of any third-party intellectual property right;
4. breach by the User of these Terms or of any applicable law or regulation; and
5. any claim brought by a Recipient, seller, marketplace or authority in relation to the underlying sale of the goods; and
6. failure by the User to provide, within the applicable period, the documentation required under Section 2.6.

22. SUSPENSION OF SERVICES

22.1. CBH may suspend the Services, in whole or in part, on notice to the User, where: (a) the e-Wallet balance is insufficient or any amount is overdue; (b) CBH has reasonable grounds to suspect fraud or a breach of the Acceptable Use Policy; (c) suspension is required by a Chain Provider, authority or applicable regulation; or (d) continued performance would expose CBH to legal or regulatory risk.

22.2. Suspension for non-payment will take effect five (5) Business Days after notice, unless the outstanding amount is settled within that period. Suspension on any other ground under Section 22.1 may take effect immediately, with simultaneous notice.

22.3. Suspension does not relieve the User of the obligation to pay amounts due, including storage, return and handling costs accruing during the suspension.

23. FORCE MAJEURE

23.1. Neither party shall be liable for failure or delay in performing its obligations (other than payment obligations) to the extent caused by an event beyond its reasonable control, including acts of God, natural disaster, epidemic, war, terrorism, civil unrest, strike or labor action (including by postal or customs operators), border closure, embargo, act of governmental authority, failure of air or ground transport networks, or failure of telecommunications or power infrastructure.

23.2. The affected party shall notify the other without undue delay and shall use reasonable efforts to mitigate the effects of the event. If the event continues for more than sixty (60) consecutive days, either party may terminate the affected Services on written notice.

24. CONFIDENTIALITY

24.1. Each party shall keep confidential all non-public information disclosed by the other in connection with the Services, including commercial terms, rates, volumes, technical information and customer data, and shall use it solely for the purpose of performing these Terms.

24.2. This obligation does not apply to information that: (a) is or becomes public other than through breach of this Section; (b) was lawfully known to the receiving party without a duty of confidence; (c) is independently developed without use of the disclosing party’s information; or (d) is required to be disclosed by law, regulation or competent authority, in which case the receiving party shall, where lawful, give prior notice to the disclosing party.

24.3. This Section survives termination of the account for a period of three (3) years.

25. DISPUTE RESOLUTION, JURY WAIVER AND CLASS ACTION WAIVER

25.1. Any dispute or claim relating in any way to your use of the Services shall be adjudicated in the state or federal courts located in Broward County, Florida, USA, and you consent to the exclusive jurisdiction and venue of those courts.

25.2. Each party waives any right to a trial by jury.

25.3. Class action waiver. Each party may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. No arbitrator or court may consolidate the claims of more than one person without the written consent of all parties concerned.

25.4. Sections 25.1 to 25.3 apply except where a written agreement signed by both parties provides a different dispute resolution mechanism for the matters governed by that agreement, in which case that mechanism prevails for those matters.

26. GOVERNING LAW AND SCOPE

26.1. These Terms, and any dispute arising between you and CBH in relation to them, are governed by the federal law of the United States and by the laws of the State of Florida, without regard to conflict of laws principles.

26.2. Scope. Section 26.1 governs the commercial and technological relationship between the parties, including access to and use of the Platform, the SaaS Services, rates and charges, limitation of liability and the other matters regulated in these Terms.

26.3. Local regulatory obligations. Obligations whose performance is subject to the mandatory regulatory law of a destination country, including customs, import, tax and data protection obligations, remain governed by the law of that country, regardless of Section 26.1. Where a written agreement signed by both parties designates the law of another jurisdiction for such obligations, that designation prevails in respect of those obligations only.

27. ORDER OF PRECEDENCE

27.1. These Terms, the Exhibits, the Policies and any written agreement signed by both parties in relation to the Services form a single set of contractual documents.

27.2. In the event of conflict, the following order of precedence applies:

1. a written agreement signed by both parties, in respect of the matters it expressly regulates;
2. these Terms of Service;
3. the Exhibits;
4. the Policies; and
5. any other document published by CBH and incorporated by reference.

27.3. On any matter not expressly regulated by a signed agreement, these Terms, the Exhibits and the Policies apply in full.

28. MODIFICATIONS TO THESE TERMS

28.1. CBH may amend these Terms, the Exhibits and the Policies. Amendments are notified to the User through the Platform and, where appropriate, by e-mail to the address registered on the account.

28.2. Material amendments, meaning those that create new obligations for the User, or that alter pricing structures, liability allocation or risk, take effect only upon the User’s express acceptance through the Platform. Until acceptance is given, the previous version remains in force for that User.

28.3. Non-material amendments, including operational, technical, editorial and regulatory-compliance updates, take effect on the date stated in the notice, and continued use of the Services after that date constitutes acceptance.

28.4. CBH determines in good faith whether an amendment is material for the purposes of this Section, applying the criteria in Section 28.2.

29. NOTICES

29.1. Notices to the User are validly given through the Platform or by e-mail to the address registered on the account, and are deemed received on the Business Day following dispatch.

29.2. Notices to CBH shall be sent to [email protected], and are deemed received on the Business Day following dispatch.

29.3. It is the User’s responsibility to keep its registered contact details current.

30. LINKS TO THIRD-PARTY WEBSITES

30.1. The Site may contain links to third-party websites (“Linked Sites”). Linked Sites are not under CBH’s control, and CBH is not responsible for their content, for any link contained in them, or for any change or update to them. You should contact the administrator of a Linked Site with any question regarding it. You are responsible for complying with the terms and conditions of all Linked Sites, including those of carriers and other third-party service providers.

30.2. You expressly acknowledge and agree that CBH shall not be responsible or liable, directly or indirectly, for any damage or loss arising from your use of any third-party website, service or content.

31. MISCELLANEOUS

31.1. Entire agreement. These Terms, together with the Exhibits, the Policies and any written agreement signed by both parties, constitute the entire agreement between CBH and the User concerning the subject matter hereof, and supersede all prior understandings on that subject matter. This Section is subject to the order of precedence in Section 27.

31.2. Severability. If any provision of these Terms is held unenforceable by a court or tribunal of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

31.3. Waiver. A waiver by either party of any provision of these Terms, or of any breach, in any one instance, does not waive that provision or any subsequent breach.

31.4. Assignment. CBH may assign its rights and obligations under these Terms to an affiliate or in connection with a merger, reorganization or sale of assets. The User may not assign these Terms without CBH’s prior written consent, such consent not to be unreasonably withheld.

31.5. Binding effect. These Terms are binding upon and inure to the benefit of CBH and the User and their respective successors and permitted assigns.

31.6. Language. These Terms are executed in English. Where a translation is provided for convenience, the English version prevails in the event of discrepancy.