Terms of Service

Last updated: April 16, 2026 · Effective: April 16, 2026

These Terms of Service ("Terms") govern your access to and use of Borderly (borderly.day), including the Borderly iOS application, web dashboard, and API (collectively, the "Service"), operated by Borderly Tech LLC, a Florida limited liability company ("Borderly," "we," "us," or "our"). By creating an account, accessing the Service, or using a Verification Token, you agree to be bound by these Terms. If you do not agree, do not use the Service.

1. Definitions

"Service" — The Borderly iOS application, customer service, web dashboard at borderly.day, and all associated APIs, features, and documentation.
"User" — Any individual who creates an account to track their own physical presence and residency data.
"Professional" — A tax professional (attorney, CPA, or any advisor) who creates a Professional account to access client data via delegated permissions.
"Verifier" — Any person or entity who accesses data via a Verification Token without creating an account.
"Presence Record" — A record of a User's physical presence in a jurisdiction on a given date, whether captured automatically via GPS or entered manually.
"Evidence" — Photos, documents, receipts, or other files uploaded by a User.
"Report" — A PDF or other document generated by the Service from User data.
"Verification Token" — A time-limited, scoped credential that allows access to specified User data for audit or verification purposes.
"Share Permission" — A delegated access grant from a User to a Professional, with defined access scopes.
"Subscription Tier" — One of the service levels offered by Borderly, each with defined feature limits and pricing.
"Firm" — An organizational entity within the Service that groups Professionals together.
"Content" — All data, files, text, and other materials you upload, submit, or transmit through the Service.

2. Acceptance of Terms

By creating an account, accessing the Service through any means (including via Verification Token), or using any feature of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

3. Account Types and Eligibility

3.1 Age Requirement. You must be at least 18 years old or the age of majority in your jurisdiction, whichever is greater, to create an account or use the Service.

3.2 Accurate Information. You must provide accurate, current, and complete information during registration and keep it updated. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account.

3.3 Individual Accounts. Individual accounts are for natural persons tracking their own physical presence. One person per account. You may not allow another person to use your account to record their location data.

3.4 Professional Accounts. By creating a Professional account, you represent that you are engaged in tax, legal, or accounting services. Borderly does not independently verify professional credentials, licenses, or qualifications. All professional metadata (license numbers, firm names, bar admissions) is self-reported and unverified.

3.5 Firm Accounts. Firms are organizational groupings of Professionals. Firm creation may require approval. The Firm owner is responsible for the actions of Firm members.

3.6 Verifier Access. Verifiers do not create accounts. Access is granted exclusively through Verification Tokens. By using a Verification Token, Verifiers agree to these Terms.

4. Acceptable Use

4.1 Permitted Use. The Service is intended for tracking physical presence across tax jurisdictions, managing supporting evidence, generating reports, and sharing data with authorized professionals and verifiers.

4.2 Prohibited Conduct. You may not:

Use the Service for any unlawful purpose, including but not limited to facilitating tax fraud or evasion
Fabricate, falsify, or intentionally misrepresent location data, evidence, or any other Content
Manipulate GPS data, spoof device location, or use any tool, technique, or device to generate false or misleading Presence Records
Interfere with, disrupt, or impose an unreasonable load on the Service, its servers, or connected networks
Reverse engineer, decompile, disassemble, or attempt to extract source code from the Service
Use automated means (bots, scrapers, crawlers) to access the Service except through our documented API within applicable rate limits
Upload Content containing malware, illegal material, or material that violates third-party rights
Share account credentials with any other person
Circumvent, disable, or interfere with any security, access control, rate limiting, usage metering, or tier enforcement mechanism of the Service (see Section 8)
Create multiple accounts to circumvent tier limits, usage caps, trial restrictions, or any other restriction
Resell, redistribute, or sublicense access to the Service or any data obtained through the Service

4.3 Enforcement. We may suspend or terminate accounts that violate these provisions immediately and without prior notice. We are not required to provide a reason or advance warning for enforcement actions, though we may do so at our discretion.

5. User Responsibilities

5.1 All Users.

You are solely responsible for the accuracy, completeness, and legality of all Content you submit, including manual entries, evidence uploads, goal configurations, and domicile designations.
You are responsible for reviewing your Presence Records. GPS-based location data depends on your device hardware, satellite conditions, atmospheric interference, software, and environmental factors entirely outside Borderly's control.
You are responsible for properly configuring device permissions (location, camera, etc.) required for the features you use.
You must comply with all applicable laws, including tax laws, data protection laws, and professional regulations.

5.2 Professional-Specific Responsibilities.

You must only access client data for legitimate professional purposes consistent with your professional obligations and applicable law.
You must not modify, misrepresent, or selectively present client data accessed through the Service.
You are responsible for your Firm's compliance with these Terms, including the actions of Firm members you invite or manage.
You acknowledge that reports generated on behalf of clients reflect the client's recorded data and do not constitute any attestation by Borderly.

5.3 Verifier-Specific Responsibilities.

You may only use data accessed via a Verification Token for the purpose for which the token was issued.
You may not share, redistribute, or publish data obtained through a Verification Token unless authorized by the data owner.
You must comply with all applicable data protection and privacy laws when handling accessed data.

6. Data Accuracy Disclaimers

IMPORTANT — PLEASE READ THIS SECTION CAREFULLY

6.1 Borderly Is a Technology Platform, Not a Tax Advisor. Borderly provides tools for recording and organizing location data. Borderly does not provide legal advice, tax advice, accounting advice, or professional consultation of any kind. Nothing in the Service — including residency goals, day counts, reports, scenarios, or any other output — constitutes legal or tax advice or a determination of your tax residency status. You must consult a qualified tax professional for guidance specific to your situation.

6.2 GPS and Location Data. Borderly does not independently verify the accuracy of GPS or other location data recorded by your device. GPS accuracy depends on device hardware, satellite conditions, atmospheric interference, indoor/outdoor environment, software configuration, and other factors entirely outside Borderly's control. Presence Records reflect what your device reported — not necessarily your actual physical location.

6.3 Day Counting Rules. Day-counting methodologies vary significantly across tax jurisdictions. Some count partial days, some count overnight presence, some use arrival/departure rules, and many have complex exceptions. The day counts displayed by the Service may not reflect the counting rules applicable in your jurisdiction. You are responsible for understanding the rules that apply to your tax situation.

6.4 Residency Goals Are Informational. Residency goals (minimum days, maximum days, target days, ratio, percentage, domicile establishment) are informational planning tools. They do not constitute a determination that meeting or failing to meet a goal has any particular legal consequence. Tax residency depends on many factors beyond day counts.

6.5 Reports Are Organizational Tools. Reports generated by the Service — including court submission, tax advisor, evidence bundle, and all other formats — are tools for organizing and presenting your data. They are not legal opinions, expert testimony, sworn declarations by Borderly, or attestations by Borderly as to the accuracy of the underlying data. Court submission reports include a declaration format intended for your own sworn statement — not Borderly's.

6.6 Domicile Is a Legal Determination. Domicile tracking features are record-keeping tools. Establishing or changing domicile is a legal determination that depends on jurisdiction-specific law, intent, and many factors beyond physical presence. The Service does not determine your legal domicile.

6.7 No Guarantee of Outcome. Use of the Service — including maintaining records, uploading evidence, and generating reports — does not guarantee any particular outcome in any tax audit, legal proceeding, or regulatory review.

7. Subscriptions and Billing

7.1 Tiers. The Service offers multiple subscription tiers, each with defined feature limits. Feature availability, limits, and pricing are described on our Pricing page and may change at any time (see Section 7.7).

7.2 Free Tier. A free tier is available with limited functionality. The free tier may be modified, limited further, or discontinued at any time without notice.

7.3 Free Trials. We may offer free trials of paid tiers. Trial duration and terms are at our sole discretion. At the end of a trial, your account reverts to the free tier unless you subscribe. We may modify, shorten, or discontinue trials at any time.

7.4 Payment Processing. All payments are processed by third-party payment processors (currently Stripe, Inc. and Apple, Inc. for in-app purchases). By subscribing, you agree to the applicable processor's terms. Borderly does not store payment card details.

7.5 Auto-Renewal. Paid subscriptions automatically renew at the end of each billing period unless cancelled. You may cancel auto-renewal at any time through your account settings or the applicable payment processor's management portal. Cancellation takes effect at the end of the current billing period.

7.6 Refund Policy. Except as required by applicable law, all fees are non-refundable. Refund requests for Apple in-app purchases must be directed to Apple.

7.7 Price and Feature Changes. We reserve the right to change subscription pricing, tier structures, feature allocations, and limits at any time. We may, but are not obligated to, provide notice of such changes. Continued use of the Service after any change constitutes acceptance.

8. Anti-Circumvention and Anti-Gaming

8.1 Tier Enforcement. Feature limits, usage caps, storage quotas, retention windows, evidence limits, jurisdiction limits, scenario limits, sharing limits, and all other restrictions associated with your Subscription Tier are enforced by the Service. You agree not to attempt to circumvent, bypass, defeat, or work around these restrictions by any means.

8.2 Prohibited Circumvention Activities. Without limiting the generality of Section 8.1, you may not:

Create multiple accounts (directly or through aliases, alternate email addresses, or third parties) to obtain multiple free tiers, trials, or to multiply tier limits
Cycle between tiers, subscriptions, or payment methods to reset usage counters, trial eligibility, or retention windows
Use API calls, scripts, browser extensions, modified clients, or any automated or manual technique to bypass rate limits, upload caps, or feature gates
Export data from a higher tier and re-import it at a lower tier to circumvent retention limits
Share account credentials or Verification Tokens to allow others to use features restricted to your tier
Manipulate timestamps, metadata, client identifiers, or sync payloads to interfere with metering or enforcement
Exploit bugs, race conditions, or implementation gaps in tier enforcement for unauthorized access to features or capacity
Use any Firm or Professional feature to grant individual Users access to features above their tier
Coordinate with other users to pool resources or share capacity across accounts in a manner that circumvents per-account limits

8.3 Monitoring and Enforcement. We reserve the right to monitor usage patterns to detect circumvention, gaming, or abuse. If we determine, in our sole discretion, that you have engaged in any circumvention activity, we may take any action we deem appropriate, including but not limited to:

Immediately suspending or terminating your account without notice or refund
Retroactively billing you for features or capacity used in excess of your tier
Reducing your tier or removing features
Deleting data that exceeds your tier's limits
Banning you from creating future accounts

8.4 Reporting Obligation. If you discover a bug, vulnerability, or gap in tier enforcement, you must report it to us promptly and refrain from exploiting it. Failure to report constitutes a violation of these Terms.

9. Data Retention and Deletion

9.1 Retention Periods. Data retention periods are associated with your Subscription Tier. We reserve the right to modify retention periods, retention policies, and the data lifecycle for any tier at any time, for any reason, with or without notice. Such changes may result in the deletion of data that was previously within your retention window.

9.2 Evidence Deletion. When you delete evidence, it enters a soft-delete period during which it may be recoverable. After the soft-delete period expires, evidence is permanently and irreversibly deleted. The duration of soft-delete periods is determined by us and may change at any time.

9.3 Downgrade Effects. If you downgrade your tier or your subscription lapses, data exceeding your new tier's retention limits may become inaccessible or be deleted. We are not obligated to notify you before such deletion, though we may do so at our discretion.

9.4 Account Deletion. You may delete your account at any time through your account settings. Account deletion permanently removes all your data, including Presence Records, Evidence, Reports, goals, scenarios, domicile records, share permissions, and verification tokens. This process is irreversible. Any Professionals who had access to your data will lose that access immediately.

9.5 Sync Conflicts. The Service uses a last-write-wins sync strategy. In the event of conflicting edits, the most recent edit by timestamp prevails. Overwritten data is not recoverable. Borderly is not liable for data loss resulting from sync conflicts.

9.6 No Backup Obligation. You are solely responsible for maintaining your own backups of your data. Borderly has no obligation to maintain backups, provide data recovery, or restore deleted data under any circumstances.

9.7 Data Erasure. We may offer data erasure features to comply with applicable data protection laws. Data erasure requests are processed by permanently deleting all associated data. This is irreversible.

10.1 Share Permissions. Users may grant Professionals access to their data by creating Share Permissions at various access levels (viewer, reporter, or admin scope). Users retain full control over Share Permissions and may revoke access at any time. Revocation takes effect immediately.

10.2 Read-Only Access. Professionals access client data in read-only mode. They cannot modify, delete, or create Presence Records, Evidence, or goals on behalf of a client.

10.3 Audit Logging. Access to User data by Professionals and Verifiers may be logged. Borderly does not guarantee the completeness, accuracy, or availability of audit logs.

10.4 No Credential Verification. Borderly does not verify the professional credentials, license status, or qualifications of any Professional. Users are solely responsible for independently verifying the credentials of any Professional they grant access to. Borderly bears no liability for the actions, omissions, or qualifications of any Professional.

10.5 Firm Access. When share permissions are managed at the Firm level, the data owner must still consent to access. Borderly is not responsible for internal access controls, client assignment policies, or member conduct within a Firm.

11. Verification Tokens

11.1 Token Creation. Users and authorized Professionals may create Verification Tokens that allow unauthenticated third parties to access scoped subsets of User data. Tokens are created with defined parameters including scope, jurisdiction filters, date ranges, expiration, and maximum use counts.

11.2 Token Security. The raw token value is displayed only once at creation. Borderly stores only a cryptographic hash. Lost tokens cannot be recovered — you must create a new token.

11.3 Your Responsibility. You are solely responsible for protecting your data, deciding who receives your Verification Tokens, distributing them through secure channels, and revoking them promptly if compromised. Anyone with a valid token can access the scoped data without authentication. Borderly is not responsible for unauthorized access to your data, including but not limited to access resulting from token compromise, sharing, or interception.

12. Timestamping and Cryptographic Features

12.1 Hash Chain. Presence Records may be cryptographically linked using SHA-256 hashing to create a tamper-evident chain. This proves integrity (records have not been altered since creation) — not accuracy (records reflect actual physical location).

12.2 RFC 3161 Timestamping. On qualifying tiers, Presence Records may be timestamped via the RFC 3161 protocol using a third-party Timestamping Authority. RFC 3161 timestamps prove that a record existed at a specific point in time. They do not prove that the content of the record is accurate. Timestamping depends on third-party availability and may be unavailable at any time.

12.3 Blockchain Anchoring. On qualifying tiers, data may be anchored to a public blockchain. Blockchain anchoring provides proof of existence and non-tampering — not accuracy of underlying data. This feature depends on third-party blockchain networks and may be modified, suspended, or discontinued at any time.

12.4 What These Features Do NOT Prove. No cryptographic feature of the Service verifies, confirms, or attests to: the accuracy of your location data; that you were physically present at a reported location; the authenticity of evidence documents; the correctness of day counts for any tax purpose; or the legal validity of any record for any proceeding. These features provide evidence of existence, integrity, and non-repudiation only.

12.5 No Guarantee of Acceptance. Borderly makes no representation that any cryptographic output (hash chains, timestamps, blockchain anchors) will be accepted as evidence by any court, tax authority, auditor, or other body.

13. Automated Call Verification

13.1 Feature Description. The Service may offer automated phone call verification on qualifying tiers. This feature places automated, prerecorded telephone calls to your verified phone number at times you configure, for the purpose of creating a phone-based presence record.

13.2 Consent Required. By enabling call verification, verifying your phone number via SMS, and activating a call schedule, you provide your express, informed, prior consent to receive automated, prerecorded telephone calls from Borderly (or its third-party telephony provider) at the phone number you provide and at the times you configure. This consent is given freely and is not a condition of purchasing any other product or service.

13.3 Nature of Calls. Calls are automated and use a prerecorded artificial voice. Calls are placed solely for the purpose of verifying your daily presence and creating an evidence record. Calls are not marketing or promotional in nature. Under normal operation, call frequency is intended not to exceed four (4) calls per day at the schedule you configure.

13.4 Call Data. When you use call verification, the following data is collected and stored: your phone number, call date and time, call duration, call status (answered, no-answer, busy, machine-detected), and the telephony provider's call identifier. Successful calls generate an Evidence record associated with your account.

13.5 Revocation of Consent. You may revoke your consent to receive automated calls at any time by: disabling your call schedule in the app settings, removing your phone number from your account, or contacting us. Revocation takes effect within one (1) business day. Revocation of call consent does not affect your subscription or access to other features.

13.6 Third-Party Telephony. Automated calls are placed through a third-party telephony provider. Standard message and data rates from your carrier may apply. Borderly is not responsible for charges imposed by your carrier, call delivery failures, or the telephony provider's availability.

13.7 TCPA Compliance. You acknowledge that by enabling call verification and providing your phone number, you are providing "prior express consent" within the meaning of the Telephone Consumer Protection Act (47 U.S.C. 227) and any applicable state telemarketing or automated call laws. You represent that you are the subscriber or customary user of the phone number you provide and have the authority to consent to automated calls to that number.

13.8 Technical Errors. You acknowledge that software systems are inherently complex and that technical errors, including but not limited to scheduling bugs, retry logic failures, timezone processing errors, or infrastructure issues, may occasionally result in calls that exceed the intended frequency, are placed outside your configured call window, or are otherwise not in accordance with your configured schedule. By enabling call verification, your consent under Section 13.2 extends to calls placed as a result of such technical errors. Borderly will use commercially reasonable efforts to identify and correct such errors promptly, but shall not be liable for any damages arising from calls placed due to technical errors. If you experience unexpected call patterns, your remedy is to disable your call schedule or remove your phone number, which will stop all future calls.

13.9 Indemnification. You agree to indemnify Borderly against any claims, fines, or damages arising from calls placed to a phone number you provided if you were not authorized to consent to calls to that number, or if you provided an incorrect phone number.

14. Reports and Legal Proceedings

14.1 Reports Are Tools. All reports generated by the Service are tools for organizing and presenting your data. They are not legal documents, expert opinions, or professional advice.

14.2 Court Submission Reports. Court submission reports include a declaration format intended for the User's own sworn statement. Borderly does not execute, endorse, or co-sign any declaration. Borderly is not a party to, witness in, or participant in any legal proceeding in which a Report is used. The format may not satisfy the procedural requirements of any particular court or tribunal.

14.3 Tax Advisor Reports. Tax advisor reports organize data for professional consumption. They are not tax returns, tax filings, or substitutes for professional tax preparation. They must be reviewed by a qualified professional before reliance.

14.4 Report Accuracy. Reports reflect the data as recorded in the Service at the time of generation. If underlying data contains inaccuracies, those inaccuracies will appear in the Report. Borderly does not review or validate Report content.

14.5 No Testimony. Borderly will not provide expert testimony, witness statements, deposition participation, or any form of legal attestation in connection with any Report or any User's data.

15. Intellectual Property

15.1 Our IP. The Service, including its design, software, algorithms, branding, documentation, and user interface, is owned by Borderly and protected by intellectual property laws. These Terms grant you a limited, non-exclusive, non-transferable, revocable license to use the Service in accordance with these Terms. No ownership interest is transferred.

15.2 Your Data. You retain ownership of personally identifiable data you provide, except as otherwise provided herein. You grant Borderly a worldwide, non-exclusive, royalty-free license to store, process, display, and transmit your data solely to provide the Service to you and those you authorize.

15.3 Feedback. Any suggestions, ideas, or feedback you provide about the Service may be used by Borderly without restriction, obligation, or compensation.

15.4 Anonymized and Aggregate Data. Borderly may collect, derive, create, aggregate, anonymize, and de-identify data from your use of the Service. Once anonymized or de-identified, such data is no longer personal data and Borderly may use, disclose, license, sell, publish, or otherwise exploit it for any purpose whatsoever, without restriction, obligation, attribution, or compensation to you, including but not limited to analytics, product improvement, research, benchmarking, statistical analysis, marketing, training machine learning models, and creating derivative products or services. You irrevocably assign to Borderly all rights, if any, you may have in anonymized or aggregate data derived from your Content.

16. Privacy and Data Handling

16.1 Privacy Policy. Our collection, use, and sharing of personal information is governed by our Privacy Policy, which is incorporated by reference into these Terms.

16.2 Location Data. The Service collects precise GPS location data from your device when location permissions are enabled. This data is used to create Presence Records. You can control location tracking through your device settings.

16.3 Infrastructure. Your data is processed and stored on third-party cloud infrastructure. We make no guarantees regarding the specific geographic location of your data, the specific infrastructure providers used, specific encryption methods, or specific security measures employed. We may change infrastructure providers at any time without notice. You acknowledge that the Service is provided over the internet and inherently subject to risks associated with internet-based services.

16.4 Data Rights. To the extent required by applicable law, you may exercise data rights (access, rectification, erasure, portability) through the Service's settings or by contacting us. We will respond as required by applicable law.

17. Third-Party Services

18.1 Dependencies. The Service relies on third-party services for infrastructure, payment processing, timestamping, communications, authentication, and other functions. These third-party services may change at any time without notice to you.

18.2 Availability. Borderly does not control and is not responsible for the availability, performance, security, or policies of any third-party service. Unavailability of a third-party service may affect features of the Service and Borderly bears no liability for such disruptions.

18.3 Third-Party Terms. Your use of third-party services integrated with the Service may be subject to their respective terms and privacy policies.

18. Software Defects and Errors

18.1 No Guarantee of Error-Free Operation. You acknowledge that the Service is complex software and may contain bugs, errors, defects, and vulnerabilities. Despite testing and quality assurance efforts, no software is error-free. You accept the Service with the understanding that errors may occur, including but not limited to: incorrect data display or calculations, data sync errors or conflicts, scheduling or timing errors, feature malfunctions, unintended data modifications or deletions, incorrect tier enforcement, and service interruptions.

18.2 Bugs Do Not Constitute Breach. The occurrence of software bugs, errors, or defects does not constitute a breach of these Terms, a breach of any warranty, or grounds for any claim against Borderly, provided Borderly uses commercially reasonable efforts to address material defects after becoming aware of them. Borderly determines, in its sole discretion, the priority, timeline, and approach for addressing any defect.

18.3 Your Sole Remedy. If you encounter a bug or error in the Service, your sole and exclusive remedies are to: (a) report the issue to Borderly; (b) await a fix at Borderly's discretion; or (c) stop using the affected feature or the Service entirely. You are not entitled to any refund, credit, compensation, or damages arising from software defects, except where expressly required by applicable law.

18.4 Duty to Mitigate. You agree to take reasonable steps to mitigate any harm caused by a software error, including ceasing use of a malfunctioning feature, verifying critical data through independent means, and reporting issues promptly. Failure to mitigate may reduce or eliminate any claim you might otherwise have.

18.5 No Reliance on Unverified Output. You should not rely on any single output of the Service (including day counts, goal progress, report content, or notifications) for critical decisions without independent verification. The Service is a tool to assist your record-keeping — it is not a substitute for your own diligence.

19. Warranty Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, BORDERLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND AVAILABILITY.

WITHOUT LIMITING THE FOREGOING, BORDERLY DOES NOT WARRANT THAT: (A) GPS LOCATION DATA CAPTURED BY YOUR DEVICE IS ACCURATE OR RELIABLE; (B) DAY COUNTS REFLECT THE COUNTING RULES OF ANY PARTICULAR JURISDICTION; (C) RESIDENCY GOALS OR THRESHOLDS ARE APPROPRIATE FOR YOUR TAX SITUATION; (D) REPORTS SATISFY THE REQUIREMENTS OF ANY COURT, TAX AUTHORITY, OR REGULATORY BODY; (E) CRYPTOGRAPHIC FEATURES WILL BE ACCEPTED AS EVIDENCE BY ANY AUTHORITY; (F) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (G) DATA WILL NOT BE LOST, CORRUPTED, OR DESTROYED; (H) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR (I) ANY DEFECTS WILL BE CORRECTED.

BORDERLY DOES NOT WARRANT THE CREDENTIALS, QUALIFICATIONS, OR COMPETENCE OF ANY PROFESSIONAL WHO ACCESSES YOUR DATA THROUGH THE SERVICE.

FEATURES DESCRIBED AS "PLANNED," "COMING SOON," OR "BETA" ARE NOT GUARANTEED TO BE DELIVERED, MAINTAINED, OR AVAILABLE AT ANY PARTICULAR TIME OR PRICE.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BORDERLY'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID TO BORDERLY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS ($100.00).

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BORDERLY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF BORDERLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS INCLUDES, WITHOUT LIMITATION, DAMAGES ARISING FROM:

INACCURATE GPS DATA, DAY COUNTS, OR RESIDENCY DETERMINATIONS
TAX PENALTIES, INTEREST, OR ASSESSMENTS RESULTING FROM RELIANCE ON THE SERVICE
ADVERSE OUTCOMES IN LEGAL PROCEEDINGS WHERE REPORTS WERE USED
LOSS OF DATA DUE TO SYNC CONFLICTS, SERVICE INTERRUPTIONS, ACCOUNT DELETION, RETENTION POLICY CHANGES, OR ANY OTHER CAUSE
UNAUTHORIZED ACCESS TO DATA THROUGH COMPROMISED VERIFICATION TOKENS OR SHARE PERMISSIONS
ACTIONS OR OMISSIONS OF PROFESSIONALS OR VERIFIERS ACCESSING YOUR DATA
FAILURE, UNAVAILABILITY, OR CHANGES TO THIRD-PARTY SERVICES
CHANGES TO SUBSCRIPTION TIERS, PRICING, FEATURES, OR RETENTION POLICIES
DOWNGRADE OR TERMINATION OF YOUR ACCOUNT

THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, BORDERLY'S LIABILITY IS LIMITED TO THE MINIMUM EXTENT PERMITTED BY LAW.

21. Indemnification

21.1 Your Indemnification. You agree to indemnify, defend, and hold harmless Borderly and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

Your use of the Service
Your violation of these Terms
Your violation of any applicable law or third-party rights
Content you upload, submit, or transmit through the Service
Your distribution or management of Verification Tokens
Any claim that your data as recorded in the Service was inaccurate or misleading
Any legal proceeding in which you use a Report generated by the Service
Your failure to verify the credentials of any Professional you grant access to
Any circumvention or anti-gaming violation under Section 8

21.2 Professional Indemnification. Professionals additionally agree to indemnify Borderly against claims arising from: misuse of client data, misrepresentation of professional credentials, and actions taken in reliance on client data accessed through the Service.

22. Dispute Resolution

22.1 Informal Resolution. Before initiating any formal dispute proceeding (whether in arbitration or court), you agree to contact us at the email address listed on borderly.day and attempt to resolve the dispute informally for at least thirty (30) days. The informal dispute notice must include your name, account identifier, a description of the dispute, and the specific relief sought. Neither party may commence a formal proceeding until the 30-day period has elapsed.

22.2 Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved through the informal process in Section 22.1 shall be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules & Procedures, or by a mutually agreed alternative arbitration provider. The arbitration shall be conducted by a single arbitrator, in the English language, and the seat of arbitration shall be Palm Beach County, Florida, unless the parties agree otherwise or the arbitrator determines that in-person proceedings are unnecessary. Where your claims total less than $10,000, the arbitration shall be conducted entirely on the basis of written submissions unless the arbitrator determines that a hearing is necessary. Each party shall bear its own costs and fees associated with the arbitration, except as otherwise required by applicable law or the JAMS rules. The arbitrator may award the same relief that a court of competent jurisdiction could award, limited to the same extent as set forth in Sections 20 and 21.

22.3 Class Action Waiver. YOU AND BORDERLY AGREE THAT ALL DISPUTES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE — WHETHER RESOLVED IN ARBITRATION, IN COURT, OR IN ANY OTHER FORUM — SHALL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY PARTICIPATE AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, MASS ARBITRATION, PRIVATE ATTORNEY GENERAL ACTION, OR REPRESENTATIVE PROCEEDING. No arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of class, collective, or representative proceeding. This class action waiver is an essential term of the agreement between you and Borderly. It applies independently in any forum and does not depend on the enforceability of Section 22.2.

22.4 Exceptions. The following are not subject to Section 22.2: (a) either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property rights; (b) either party may bring an individual action in small claims court for disputes within that court's jurisdictional limits; (c) this Section 22 does not prevent either party from participating in a government agency investigation or enforcement action directed at the other party.

22.5 Severability of Dispute Resolution Provisions. If Section 22.2 (Binding Arbitration) is found to be illegal or unenforceable in whole or in part, then Section 22.2 (and only Section 22.2) shall be severed from these Terms. Any dispute not subject to arbitration as a result shall be resolved exclusively in the federal or state courts located in Palm Beach County, Florida, subject to Section 22.3 (Class Action Waiver), which shall remain in full force and effect. If Section 22.3 is found to be illegal or unenforceable with respect to a particular claim or request for relief (such as a request for public injunctive relief), then only that specific claim or request for relief shall proceed outside the scope of Section 22.3, and all remaining claims shall continue to be subject to it. In no event shall the invalidity of Section 22.2 affect the enforceability of Section 22.3, or vice versa.

22.6 Delegation. The arbitrator, and not any court, shall have exclusive authority to resolve all threshold questions of arbitrability, including whether a dispute is subject to arbitration, whether any provision of this Section 22 is void or voidable, and any defense to arbitration, except that questions regarding the enforceability of Section 22.3 may be determined by a court.

22.7 Right to Opt Out of Arbitration. You may opt out of Section 22.2 (Binding Arbitration) by sending written notice to the email address listed on borderly.day within thirty (30) days of first accepting these Terms. The opt-out notice must include your name, account identifier, and a clear statement that you are opting out of binding arbitration. If you timely opt out, all other provisions of this Section 22 remain in full force and effect, including but not limited to Section 22.3 (Class Action Waiver). Opting out of arbitration does not affect your obligation to attempt informal resolution under Section 22.1. If you do not opt out within the 30-day period, you shall be deemed to have consented to Section 22.2.

22.8 Future Changes. Notwithstanding Section 24, if Borderly makes any changes to this Section 22 (other than a change to the notice address in Section 22.1), you may reject the change by sending written notice within thirty (30) days of the change becoming effective. If you reject such a change, the most recent version of Section 22 that you did not reject will continue to apply.

23. Termination

23.1 By You. You may terminate your account at any time by deleting it through the Service's settings.

23.2 Termination by Borderly for Cause. We may suspend or terminate your access to the Service immediately and without notice or refund if you: violate these Terms; engage in fraud, abuse, or circumvention; engage in illegal activity; fail to pay amounts owed; or pose a risk to the Service, other users, or third parties.

23.3 Termination by Borderly Without Cause. We may terminate your access to the Service for any other reason by providing you fourteen (14) days' advance notice via email or in-app notification. If we terminate your account without cause during a prepaid subscription period, we will issue a prorated refund for the unused portion of the current billing period. No refund is owed for termination for cause.

23.4 Effect. Upon termination: your access ceases immediately (or at the end of the notice period for without-cause termination); active Share Permissions and Verification Tokens are revoked; your data may be deleted at any time after the effective date of termination. You will have a reasonable opportunity to export your data during any notice period.

23.5 Survival. Sections on Definitions, Data Accuracy Disclaimers, Anti-Circumvention, Intellectual Property, Warranty Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution, Governing Law, and General Provisions survive termination.

24. Modifications to Terms

24.1 Right to Modify. Borderly reserves the right to modify these Terms at any time, for any reason. Modified Terms are effective immediately upon posting to the Service unless a later effective date is specified. We may, but are not obligated to, notify you of changes through email, in-app notification, or posting on the Service. It is your responsibility to review these Terms periodically.

24.2 Continued Use. Your continued use of the Service after any modification to these Terms constitutes your acceptance of the modified Terms. If you do not agree to modified Terms, your sole remedy is to stop using the Service and delete your account.

25. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of law provisions. Subject to the arbitration provisions in Section 22, any legal action arising under these Terms shall be brought exclusively in the federal or state courts located in Palm Beach County, Florida.

26. Apple App Store Supplemental Terms

26.1 Applicability. This section applies only to your use of the Service through the Borderly iOS application obtained via the Apple App Store.

26.2 Acknowledgement. You acknowledge that these Terms are between you and Borderly only, and not with Apple Inc. ("Apple"). Borderly, not Apple, is solely responsible for the Service and its content.

26.3 Scope of License. The license granted to you for the iOS application is a limited, non-transferable license to use the application on any Apple-branded device that you own or control, as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions.

26.4 Maintenance and Support. Borderly is solely responsible for providing maintenance and support services for the iOS application. Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the application.

26.5 Warranty. In the event of any failure of the iOS application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the application. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the application. All other warranty claims are Borderly's sole responsibility, subject to the warranty disclaimers in Section 19.

26.6 Product Claims. Borderly, not Apple, is responsible for addressing any claims relating to the iOS application or your use thereof, including but not limited to: (a) product liability claims; (b) any claim that the application fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection, privacy, or similar legislation.

26.7 Intellectual Property Claims. In the event of any third-party claim that the iOS application or your possession and use of the application infringes that third party's intellectual property rights, Borderly, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such claim, subject to the indemnification provisions in Section 21.

26.8 Legal Compliance. You represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

26.9 Third-Party Beneficiary. Apple and its subsidiaries are third-party beneficiaries of these Terms as they relate to the iOS application. Upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.

26.10 Contact. Questions, complaints, or claims regarding the iOS application should be directed to Borderly at legal@borderly.day.

27. General Provisions

27.1 Entire Agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between you and Borderly regarding the Service, superseding any prior agreements.

27.2 Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions continue in full force and effect.

27.3 Waiver. Failure to enforce any provision does not constitute a waiver of that provision or any other provision.

27.4 Assignment. You may not assign, transfer, or delegate your rights or obligations under these Terms without Borderly's prior written consent. Any attempted assignment without consent is void. Borderly may freely assign, transfer, or delegate these Terms and any of its rights or obligations hereunder, in whole or in part, to any person or entity at any time, without notice to or consent from you, including but not limited to in connection with a merger, acquisition, reorganization, change of control, or sale of all or substantially all assets. Upon any such assignment, the assignee shall be deemed substituted for Borderly under these Terms and you agree to be bound by these Terms as if entered into with the assignee. Your continued use of the Service after assignment constitutes acceptance.

27.5 Force Majeure. Borderly is not liable for failure to perform obligations due to circumstances beyond reasonable control, including natural disasters, war, terrorism, pandemics, government action, network failures, power outages, or third-party service outages.

27.6 No Third-Party Beneficiaries. Except as expressly provided in Section 26.9 (Apple as third-party beneficiary), these Terms do not create any third-party beneficiary rights.

27.7 Notices. Borderly may provide notices through the Service, via email, or by posting on borderly.day. Notices to Borderly must be sent by email to legal@borderly.day. You are responsible for keeping your contact information current.

27.8 Electronic Communications. By using the Service, you consent to receiving communications from Borderly electronically. You agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

27.9 Marketing Communications. By creating an account or providing your email address on the Service (including waitlist signups, newsletter subscriptions, or any other email submission form), you consent to receiving marketing and promotional emails from Borderly, including product announcements, feature updates, and launch notifications. You may unsubscribe from marketing communications at any time by clicking the "Unsubscribe" link included in every marketing email, visiting the email preferences page linked in every marketing email, or contacting us at legal@borderly.day. Unsubscribing from marketing communications does not affect transactional emails related to your account (such as password resets, billing notifications, security alerts, or account verification messages). You may also manage per-topic email preferences (such as specific product launch notifications) through the email preferences page.

If you have questions about these Terms, contact us at legal@borderly.day.