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LEGAL

Terms of Service

Effective date: May 1, 2025

These Terms of Service (“Terms”) constitute a legally binding agreement between you (the “Customer” or “you”) and Sova Technologies Inc. (“Sova,” “we,” “our,” or “us”), a corporation incorporated under the laws of Ontario, Canada. Please read these Terms carefully before using the Sova platform.

1. Acceptance of Terms

By creating an account, accessing the Sova platform, or clicking “I agree,” you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are accepting on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.

If you do not agree to these Terms, you must not access or use the Services.

2. Description of Services

Sova provides a cloud-based franchise marketing and operations platform offering modules including, but not limited to, local marketing automation, reputation management, social media management, paid advertising orchestration, analytics, and franchisee communications (collectively, the “Services”). The specific features available to you depend on the subscription plan you have purchased.

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with reasonable notice where practicable. We will not be liable to you or any third party for any such modification, suspension, or discontinuation.

3. Accounts

To access the Services, you must register for an account and provide accurate, current, and complete information. You are responsible for:

  • Maintaining the confidentiality of your account credentials.
  • All activities that occur under your account, whether authorized by you or not.
  • Promptly notifying Sova at [email protected] if you suspect unauthorized access to your account.

You may not share your account credentials with third parties or create accounts on behalf of others without authorization. Sova reserves the right to suspend or terminate accounts that violate these Terms.

4. Payment & Subscriptions

Access to the Services is provided on a subscription basis. By subscribing, you agree to pay all applicable fees as set out in your selected plan. All fees are in Canadian dollars (CAD) unless otherwise specified.

  • Billing cycle: Subscriptions are billed monthly or annually in advance, depending on your selected plan. Annual plans may be offered at a discounted rate.
  • Automatic renewal: Subscriptions renew automatically at the end of each billing period unless cancelled in advance in accordance with Section 9.
  • Price changes:We may change subscription fees with at least 30 days' written notice before the change takes effect. Continued use of the Services after the effective date constitutes acceptance of the new pricing.
  • Taxes: Fees are exclusive of applicable taxes, including HST/GST. You are responsible for all taxes associated with your subscription.
  • Failed payments: If a payment fails, we will attempt to notify you and retry the charge. Continued failure to pay may result in suspension or termination of your account.

5. Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You must not:

  • Use the Services to transmit spam, unsolicited commercial messages, or communications that violate CASL or other applicable anti-spam legislation.
  • Upload, transmit, or store content that is unlawful, defamatory, harassing, or infringes any third-party intellectual property rights.
  • Attempt to gain unauthorized access to any part of the Services or related systems.
  • Use automated means to access, scrape, or extract data from the platform without Sova’s prior written consent.
  • Resell, sublicense, or otherwise transfer access to the Services to unauthorized third parties.
  • Interfere with or disrupt the integrity or performance of the Services or their underlying infrastructure.

6. Intellectual Property

The Sova platform, including all software, code, designs, logos, trademarks, and documentation, is the exclusive property of Sova Technologies Inc. or its licensors and is protected by Canadian and international intellectual property laws. These Terms do not grant you any ownership rights in the Services.

You retain ownership of all content, data, and materials you upload to the platform (“Customer Data”). You grant Sova a limited, non-exclusive, royalty-free licence to access and process Customer Data solely as necessary to provide and support the Services. Sova will not use Customer Data for any purpose beyond the scope of this licence without your prior written consent.

7. Confidentiality

Each party agrees to keep confidential any non-public information received from the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. This obligation does not apply to information that is publicly known, independently developed, or required to be disclosed by law.

8. Warranties & Disclaimers

Sova warrants that it will use commercially reasonable efforts to provide the Services in a professional and workmanlike manner. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SOVA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

9. Termination

Either party may terminate these Terms upon written notice if the other party materially breaches these Terms and fails to cure the breach within 30 days of receiving written notice.

You may cancel your subscription at any time through your account settings or by contacting support. Cancellation takes effect at the end of the current billing period. No refunds are issued for unused portions of a billing period except as set out in our Refund & Billing Policy.

Sova may terminate or suspend your account immediately, without prior notice, if you materially violate these Terms, including non-payment or breach of the Acceptable Use provisions.

Upon termination, you may request an export of your Customer Data within 30 days. After 30 days, we may delete your Customer Data in accordance with our Privacy Policy.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOVA’S TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO SOVA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT WILL SOVA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, EVEN IF SOVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, Sova’s liability will be limited to the greatest extent permitted by law.

11. Indemnification

You agree to indemnify, defend, and hold harmless Sova Technologies Inc. and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the Services in violation of these Terms; (b) your Customer Data; or (c) your violation of any applicable law or third-party rights.

12. Governing Law & Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles.

Any dispute arising out of or relating to these Terms or the Services will be subject to the exclusive jurisdiction of the courts of Ontario, Canada. You and Sova both consent to personal jurisdiction in Ontario for this purpose.

13. General

  • Entire agreement: These Terms, together with our Privacy Policy and any applicable order form or statement of work, constitute the entire agreement between the parties regarding the Services.
  • Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.
  • Waiver: Failure to enforce any provision of these Terms will not constitute a waiver of future enforcement of that provision.
  • Assignment:You may not assign or transfer your rights or obligations under these Terms without Sova’s prior written consent. Sova may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
  • Notices: Notices to Sova must be sent to [email protected]. Notices to you will be sent to the email address associated with your account.