Sofvie’s Terms and Conditions of Use

Last updated June 2021


In the event of any inconsistency, conflict or ambiguity among the terms of this Agreement,  this documents shall govern in the order listed herein.

  1. This document contains important information regarding Licensee rights and obligations, as well as conditions, limitations and exclusions that might apply to Licensee in addition to the Subscription Service Agreement (the “Agreement”). Please read it carefully.

These Terms and Conditions applies to the hosted software services provided by Sofvie Inc. (herein referred to as “Licensor”) subscribed to and used by an end user (herein referred to as “Licensee”). BY ACCEPTING THESE TERMS AND CONDITIONS, EITHER BY EXECUTING THE AGREEMENT THAT REFERENCES THESE TERMS AND CONDITIONS OR ACCESSING AND/OR USING ANY OF THE SERVICES, LICENSEE AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS HEREIN.

By signing the “Sofvie Acceptance and Sign-off form” for Services with Licensor, Licensee acknowledges acceptance and enters into Agreement Terms and Conditions. Further, Licensee affirms that, in placing this order on behalf of an organization or company, Licensee have the legal authority to bind any such organizations or company to these Terms and Conditions.

Licensee may not obtain Services from Licensor if Licensee: (i) does not agree to these Terms and Conditions; (ii) has not entered into the Agreement with Licensor; (iii) does not have legal authority to bind the organization or company; or (iv) is prohibited from accessing or using Licensor or any of Licensor’s Services by applicable Law.

These Terms and Conditions apply to the purchase of Services from Licensor. These Terms and Conditions are subject to change by Licensor, from time to time, without prior written notice at any time, in Licensor’s sole discretion. Any changes to these Terms and Conditions will be in effect as of the “Last Updated Date” referred to on the Site. Licensee should review these Terms and Conditions before signing the Agreement. Licensee’s continued use of Licensor’s Services after the “Last Updated Date” will constitute Licensee acceptance of and agreement to such changes.

These Terms and Conditions are an integral part of the Agreement. Licensee should also carefully review Licensor’s Privacy Policy and Website Terms of Use before purchasing Services through Licensor.

  1. Capitalized terms in these Terms and Conditions shall have the same meaning as the Agreement unless otherwise defined.

  1. Services.

    1. Services Management. Each Party shall, throughout the Term, maintain within its organization an Authorized Representative to serve as such Party’s primary point of contact for day-to-day communications, consultation and decision-making regarding the Services (each, an “Authorized Representative”). Each Authorized Representative shall be responsible for providing all day-to-day consents and approvals on behalf of such Party under this Agreement. Each Party shall ensure that its Authorized Representative has the requisite organizational authority, skill, experience and other qualifications to perform in such capacity. If either Party’s Authorized Representative ceases to be employed by such Party or such Party otherwise wishes to replace its Authorized Representative, such Party shall promptly name a new Authorized Representative by written notice to the other Party.

    2. Changes. Licensor reserves the right, in its sole discretion, to make any changes to the Services and Licensor Materials that it deem necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of our Services to Licensee; (ii) the competitive strength of or market for Licensor’s Services; (iii) the cost efficiency or performance of the Services; or (b) to comply with applicable Laws. Without limiting the foregoing, either Party may, at any time during the Term, request in writing changes to the Services. The Parties will evaluate, and if agreed, implement all such requested changes in accordance with the change procedure. No requested changes will be effective unless and until memorialised in a written change order signed by both Licensee and Licensor, except that Licensee may increase and decrease the number of Authorized Users for any Services under 4c of these Terms and Conditions.

    3. Subcontractors. Licensor may, from time to time, in its discretion, engage third parties to perform Services (each a “Subcontractor”).

    4. Suspension or Termination of Services. Licensor may, directly or indirectly, and by use of a Licensor Disabling Device or any other lawful means, suspend, terminate or otherwise deny access to, or use of, all or any part of the Services or Licensor Materials by Licensee, any Authorized User or any other Person, without incurring any resulting obligation or liability, if: (a) Licensor receive a Governmental Order that expressly or by reasonable implication requires Licensor to do so; or (b) Licensor believes, in its reasonable discretion, that: (i) Licensee or any Authorized User has failed to comply with, any term of the Agreement or these Terms and Conditions, accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under the Agreement and the Terms and Conditions or in any manner that does not comply with any instruction or requirement of the Specifications; or (ii) Licensee or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities; or (c) the Agreement is terminated. This section does not limit any of Licensor’s other rights or remedies, whether at Law, in equity or under the Agreement or these Terms and Conditions.

  1. Authorization and Customer Restrictions.

    1. Authorizations. Subject to and conditional on License payment of the Fees and compliance with all other terms and conditions of the Agreement and these Terms and Conditions, Licensor hereby authorizes Licensee to access and use the Hosted Services during the Term, solely for the Permitted Use by and through Authorized Users in accordance with the Specifications, and the conditions and limitations set forth in these Agreements. This authorization is non-exclusive and non-transferable.

    2. Authorizations Limitations and Restrictions. Licensee shall not, and shall not permit any other Person to, access or use the Services or Licensor Materials except as expressly permitted by the Agreements and in the case of Third-Party Materials, the applicable third-party licence agreement. For purposes of clarity without limiting the generality of the foregoing, Licensee shall not, except as the Agreement or the Terms and Conditions may expressly permit:

      1. Copy, modify or create derivative works or improvements of the Services or Licensor Materials;

      2. Rent, lease, lend, sell, sublicense, assign, distribute, publics, transfer or otherwise make available any Services of Licensor Materials to any Person, including on or in connection with any time-sharing, service bureau, software as a service, cloud or other technology or service;

      3. Reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or Licensor Materials, or any part thereof;

      4. Bypass or breach any Licensor Disabling Device, security device or protection used by the Services of Licensor Materials or access or use the Services or Licensor Materials other than by an Authorized User through the use of their own then-valid Access Credentials;

      5. Input, upload, transmit or otherwise provide to or through the Services or Licensor Systems any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;

      6. Damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, Licensor Systems or our provision of services to any third party, in whole or in part;

      7. Remove, delete, alter or obscure any trademarks, Specifications, Documentation, warranties or disclaimers or any copyright, trademark, patent or other intellectual property of proprietary rights notices from any Services or Licensor Materials, including any copy thereof;

      8. Access or use the Services or Licensor Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any IP Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the date or any other Licensor customer), or that violates any applicable Law;

      9. Access or use the Services or Licensor Materials for purposes of competitive analysis of the Services or Licensor Materials, the development, provision or use of a competing software service or product or any other purpose that is to our detriment or commercial disadvantage;

      10. Otherwise access or use the Services or Licensor Materials beyond the scope of the authorization granted under 3.1.

    3. Audit. Licensor may, at its expense, appoint its own personnel or an independent third party to verify Licensee compliance with the Agreement and these Terms and Conditions. Such verification may include an onsite audit conducted at Licensee relevant place of business, which will occur during regular business hours and shall not unreasonably interfere with Licensee business activities. If such verification shows that Licensee use of the Hosted Services is in any way not permitted under or in breach of the Agreement or these Terms and Conditions, Licensor shall, at its discretion, terminate the Agreement in accordance with the termination provisions.

  1. Customer Obligations.

    1. Customer Systems and Cooperation. Licensee shall at all times during the Term:

      1. set up, maintain and operate in good repair and in accordance with the Specifications all Customer Systems on or through which the Services are accessed or used;

      2. provide Licensor Personnel with such access to Licensee premises and Customer Systems as is necessary for Licensor to perform the Services in accordance with the Availability Requirement and Specifications; and

      3. provide all cooperation and assistance as Licensor may reasonably request to enable Licensor to exercise its rights and perform its obligations under and in connection with the Agreement and these Terms and Conditions.

    2. Effect of Customer Failure or Delay. Licensor is not responsible or liable for any delay or failure of performance caused in whole or in part by Licensee delay in performing, or failure to perform, any of Licensee obligations under the Agreement or these Terms and Conditions (each, a “Customer Failure“).

    3. Corrective Action and Notice. If Licensee become aware of any actual or threatened activity prohibited by Section 4b herein, Licensee shall, and shall cause Licensee Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and Licensor Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify Licensor of any such actual or threatened activity.

  1. Service Levels and Credits

    1. Service Levels. Subject to the Agreement and these Terms and Conditions:

      1. Licensor will use commercially reasonable efforts to make the Hosted Services Available at least 95% of the time during the calendar year (each such calendar year, a “Service Period“), excluding unavailability as a result of any of the Exceptions described below in this Section 6a (the “Availability Requirement”).

      2. For purposes of calculating the Availability Requirement, the following are “Exceptions” to the Availability Requirement, and neither the Hosted Services will be considered un-Available nor any Service Level Failure be deemed to occur in connection with any failure to meet the Availability Requirement or impaired ability by Licensee or Licensee Authorized Users to access or use the Hosted Services that is due, in whole or in part, to any:

        1. act or omission by Licensee or any Authorized User/access to or use of the Hosted Services by Licensee or any Authorized User, or using Licensee or an Authorized User’s Access Credentials, that does not strictly comply with the Agreement or these Terms and Conditions and the Specifications;

        2. Licensee failure;

        3. Licensees or an Authorized User’s internet connectivity;

        4. Force Majeur Event;

        5. failure, interruption outage or other problem with any software, hardware, system, network, facility or other matter not supplied by us under this Agreement;

        6. Scheduled Downtime;

        7. disabling, suspension or termination of the Services under 2.6.

    2. Service Level Failures and Remedies. In the event of a Service Level Failure, Licensor shall issue a credit to Licensee in the amount of 20% of the daily fees calculated based on the Monthly Fees for the Hosted Services due for the Service Period in which the Service Level Failure occurred (each, a “Service Credit“), subject to the following:

      1. Licensor has no obligation to issue any Service Credit unless (i) Licensee report the Service Level Failure to Licensor immediately on becoming aware of it; and (ii) requests such Service Credit in writing withing ten (10) days of the Service Level Failure; and

      2. In no event will a Service Credit for any Service Period exceed 100% of the total Fees that would be payable for that Service Period if no Service Level Failure had occurred.

This 6 (b) sets forth our sole obligation and liability, and Licensee sole remedy, for any Service Level Failure.

    1. Scheduled Downtime. Licensor will use commercially reasonable efforts to; (a) schedule downtime for routine maintenance of the Hosted Services between the hours of 9:00 p.m. and 4:00 a.m., EST Time; and (b) give Licensee at least seventy-two (72) hours prior notice of all scheduled outages of the Hosted Services (the “Scheduled Downtime“).

    2. Service Support. The Services include Licensor’s standard customer support services (the “Support Services“) in accordance with the Licensor’s policy then in effect (the “Support Schedule“). Licensor may amend the Support Schedule from time to time in its sole discretion.

  1. Data Backup. The Licensor Systems are programmed to perform routine data backups as set out in Licensor’s backup policy in effect from time to time (the “Backup Policy” as defined in the “Subscription Service Proposal”). Licensor will deliver to Licensee its then most current backups of Customer Data as and when set forth in the Backup Policy. In the event of any loss, alteration, destruction, damage or corruption of Customer Data caused by the Licensor Systems or Services, Licensor will, as its sole obligation and liability and as Licensee sole remedy, use commercially reasonable efforts to restore the Customer Data from Licensor’s then most current backup of such Customer Data in accordance with the then current Backup Policy. The Services do not replace the need for Licensee to maintain regular data backups or redundant data archives. SAVE AND EXCEPT FOR THE LICENSOR’S RESTORATION OBLIGATIONS HEREIN, LICENSOR HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF CUSTOMER DATA.

  1. Security

    1. Information Security Obligations. Licensor will employ security measures in accordance with applicable industry practice and Licensor’s data privacy and security policy as amended from time to time (the “Privacy and Security Policy“).

    2. Data Breach Procedures. Licensor maintains a data breach plan in accordance with all Laws and the criteria and shall implement the procedures required under such data breach plan on the occurrence of a data breach (as defined in such plan).

    3. Customer Control and Responsibility. Licensee have and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions and materials provided by or on behalf of Licensee or any Authorized User in connection with the Services; (c) Customer Systems; (d) the security and use of Access Credentials if Licensee and Licensee Authorized Users; and (e) all access to and use of the Hosted Services and Licensor Materials directly or indirectly by or through the Customer Systems or its or its Authorized Users’ Access Credentials, with or without Licensee knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use.

    4. Access and Security. Licensee shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to, or use of, the Hosted Services; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for Processing by the Hosted Services.

    5. Prohibited Data. Licensee acknowledges that the Services are not designed with security and access management for Processing non-authorized personal data (“Prohibited Data“). Licensee shall not and shall not permit any Authorized User or other Person to, provide any Prohibited Data to, or Process any Prohibited Data through, the Hosted Services, the Licensor Systems or any Licensor Personnel. All Users should be informed of the data being collected and opt in to such collection, otherwise such data is obtained without consent and considered Prohibited Data. Licensee is solely responsible for reviewing all Customer Data and shall ensure that no Customer Data constitutes or contains any Prohibited Data.

  1. Payment Terms.

    1. Fee Increases. Provider may increase Fees by providing written notice to Customer at least sixty (60) calendar days before such increase, and Schedule A will be deemed amended accordingly.

    2. Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Customer is responsible for all HST/GST, service, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, provincial or territorial governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider’s income.

    3. Payment. Customer shall pay all Fees on or before the due date set forth in the Subscription Service Proposal/within 45 days after the date of the invoice therefor. Customer shall make all payments by cheque, wire transfer or electronic funds transfer/credit card via the payment portal. You shall make payments to the address or account specified in Section 9.4 of the Agreement or such other address or account as Provider may specify in writing from time to time.

    4. Late Payment. Except for invoiced payments that Licensee have successfully disputed, if Licensee fail to make any payment when due, then, in addition to all other remedies that may be available:

      1. Licensor may charge interest on the past due amount at the rate of eighteen percent (18%) per annum;

      2. Licensee shall reimburse Licensor for all costs incurred by Licensor in collecting any late payments or interest, including legal fees on a solicitor-and-client basis, court costs and collection agency fees; and

      3. if such failure continues for ten (10) days following written notice thereof, Licensor may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Licensee or any other Person by reason of such suspension

    5. Currency Conversion. Unless expressly noted otherwise, all amounts due under this Agreement are due and payable in Canadian Dollars.

    6. No Deductions or Set-Offs. All amounts payable to Licensor under the Agreement shall be paid by Licensee to Licensor in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than Service Credits issued under Section 6b herein or any deduction or withholding of tax as may be required by applicable Law).

  1. Privacy. Licensor’s Privacy Policy, [website address], governs the processing of all personal data collected from Licensee in connection with Licensee purchase of Services through Licensor.

  1. Confidentiality.

    1. Confidential Information. In connection with the Agreement, each Party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). Subject to Section 11b of the Terms and Conditions herein, “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of, or relating to, the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing and information with respect to which the Disclosing Party has contractual or other confidential obligations, in each case whether or not marked, designated or otherwise identified as “confidential”.

    2. Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records:

      1. was rightfully known to the Receiving Party without restriction on use or disclosure before such information’s being disclosed or made available to the Receiving Party in connection with this Agreement;

      2. was or becomes generally known by the public other than by non-compliance with this Agreement by the Receiving Party or any of its Representatives;

      3. was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or

      4. was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

    3. Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:

      1. not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with the Agreement or these Terms and Conditions;

      2. except as may be permitted by and subject to its compliance with Section 11c herein, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 11b; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 11b;

      3. safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its sensitive information and in no event less than a reasonable degree of care; and

      4. ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ non-compliance with, the terms of this Section 11.

    4. Compelled Disclosures.

      1. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information, then, to the extent permitted by applicable Law, the Receiving Party shall:

        1. promptly, and before such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 11b herein; and

        2. provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking an injunction, a protective order or other limitations on disclosure.

      2. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 11c, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.

  1. Indemnification.

    1. Indemnification Procedure. Each Party shall promptly notify the other Party in writing of any Action for which such Party believes it is entitled to be indemnified under Section 8.1 or 8.2 of the Agreement, as the case may be. The Party seeking indemnification (the “Indemnitee“) shall cooperate with the other Party (the “Indemnitor“) at the Indemnitor’s sole cost and expense. The Indemnitor shall immediately take control of the defense and investigation of such Action and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this 12a will not relieve the Indemnitor of its obligations under this Section 12 herein and Section 8 of the Agreement except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

    2. Mitigation. If any of the Services or Licensor Materials are, or in Licensor’s opinion are likely to be, claimed to infringe, misappropriate or otherwise violate any third-party IP Right, or if Licensees or any Authorized User’s use of the Services or Licensor Materials is enjoined or threatened to be enjoined, Licensor may, at its option and sole cost and expense:

      1. obtain the right for Licensee to continue to use the Services and Licensor Materials as contemplated by the Agreement and these Terms and Conditions;

      2. modify or replace the Services and Licensor Materials, in whole or in part, to seek to make the Services and Licensor Materials (as so modified or replaced) non-infringing, while providing equivalent features and functionality, in which case such modifications or replacements will constitute Services and Licensor Materials, as applicable, under the Agreement and Terms and Conditions; or

      3. by written notice to Licensee, terminate the Agreement and require Licensee to immediately cease any use of the Services and Licensor Materials, provided that, Licensee will be entitled to a refund of Fees paid in advance for Services that Licensor has not performed as of the effective date of termination


  1. Limitations of Liability.



    1. Exceptions. The exclusions and limitations in Sections 13a and 13b herein do not apply to either Party’s obligations under Section 12 (Indemnification) herein, Section 4 (IP Rights) of the Agreement or liability for either Party’s gross negligence or willful misconduct.

  1. Force Majeure.

    1. No Breach or Default. In no event will either Party be liable or responsible to the other Party, or be deemed to have defaulted under or breached the Agreement or these Terms and Conditions, for any failure or delay in fulfilling or performing any term of the Agreement or these Terms and Conditions, (except for any payment obligation), when and to the extent such failure or delay is caused by or results from acts beyond the affected Party’s reasonable control, including:

      1. acts of God;

      2. flood, fire, earthquake, tsunami or explosion;

      3. epidemics, pandemics, including the 2019 novel coronavirus disease (COVID-19) pandemic;

      4. war, terrorism, invasion, riot or other civil unrest;

      5. actions, embargoes or blockades in effect on or after the date of this Agreement;

      6. national or regional emergency;

      7. strikes, labour stoppages or slowdowns or other industrial disturbances;

      8. passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition, or any complete or partial government shutdown; or

      9. any other event that is beyond the reasonable control of such Party

(each of the foregoing, a “Force Majeure Event”).

    1. Affected Party Obligations. A Party whose performance is affected by a Force Majeure Event shall give notice to the other Party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

    2. Non-Affected Party. During the Force Majeure Event, the non-affected Party may similarly suspend its performance obligations until such time as the affected Party resumes performance.

    3. Right to Terminate. The non-affected Party may terminate the Agreement if such failure or delay continues for a period of one hundred twenty (120) days or more. Unless the Agreement is terminated in accordance with this Section 14d, the Term of the Agreement shall be automatically extended by a period equal to the period of suspension.

  1. Miscellaneous.

    1. Survival. The provisions set forth in the following sections, and any other right or obligations of the parties in these Terms and Conditions, by its nature, should survive termination or expiration of these Terms and Conditions, will survive any expiration or termination of these Terms and Conditions: Sections 4b, 11, 12 and 13 of these Terms and Conditions.

    2. Headings. The headings in these Terms and Conditions are for reference only and shall not affect the interpretation of these Terms and Conditions.

    3. Severability. If any term or provision of these Terms and Conditions is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction

    4. Notices. All notices, requests, consents, claims, demands, waivers and other communications under the Agreement or these Terms and Conditions, shall be in accordance with Section 9.4 of the Agreement unless specified otherwise.

    5. Governing Law: Forum Selection. The Agreement, these Terms and Conditions and all exhibits and schedules attached hereto and all matters arising out of or relating to the Agreement and these Terms and Conditions are governed by and construed in accordance with the Laws of the province of Ontario and the federal laws of Canada applicable therein. Any Action arising out of or related to the Agreement, the Terms and Conditions or the licenses granted hereunder shall be instituted exclusively in the courts of the province of Ontario, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such Action. Service of process, summons, notice or other document by mail to such Party’s address set forth herein shall be effective service of process for any Action brought in any such court. The Parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

    1. Interpretation. For purposes of the Agreement and these Terms and Conditions: (a) the words “include”, “includes” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein”, “hereof”, “hereby”, “hereto” and “hereunder” refer to this Agreement and the Terms and Conditions as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in the Agreement: (x) to sections, exhibits, schedules, attachments and appendices mean the sections of, and exhibits, schedules, attachments and appendices attached to, the Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. These Terms and Conditions shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The Agreement, these Terms and Conditions, exhibits, schedules, attachments and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.

Privacy Policy
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Content published on this platform (digital downloads, images, texts, graphics, logos) is the property of Sofvie Inc. and/or its content creators and protected by international copyright laws. The entire compilation of the content found on this platform is the exclusive property of Sofvie Inc., with copyright authorship for this compilation by Sofvie Inc.

The entire communication with us is electronic. Every time you (client, user) send us an email or visit our platform, you are going to be communicating with us. You hereby consent to receive communications from us. If you subscribe to the news on our platform, you are going to receive regular emails from us. We will continue to communicate with you by posting news and notices in our website and by sending you emails. You also agree that all notices, disclosures, agreements and other communications we provide to you electronically meet the legal requirements that such communications be in writing.

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Unless otherwise stated, Sofvie Inc. and/or it’s licensors own the intellectual property rights for all material (“content”, “media”, “graphics”) on Sofvie. All intellectual property rights are reserved. You may view and/or print pages from the software for your own personal use subject to restrictions set in these terms and conditions.

You must not:
Republish material
Sell, rent or sub-license material
Reproduce, duplicate or copy material
Redistribute content from Sofvie (unless content is specifically made for redistribution).
Disclose any intellectual property to non-Sofvie users

User Content
This Agreement shall begin on the date you have first accessed this platform.
Certain parts of this software offer the opportunity for users to post and exchange opinions, information, material and data in different areas of the application. Sofvie does not screen, edit, publish or review material prior to their appearance on the platform and content does not reflect the views or opinions of Sofvie, its agents or affiliates. Content reflects the view and opinion of the person who posts such views or opinions. To the extent permitted by applicable laws Sofvie shall not be responsible or liable for the content or for any loss cost, liability, damages or expenses caused and or suffered as a result of any use of and/or posting of and/or appearance of the content on this platform.
Sofvie reserves the right to monitor all content and to remove any material which it considers in its absolute discretion to be inappropriate, offensive or otherwise in breach of these Terms and Conditions.
You warrant and represent that:
You are entitled to submit content on our platform and have all necessary licenses and consents to do so;
The content does not infringe any intellectual property right, including without limitation copyright, patent or trademark, or other proprietary right of any third party;
The content does not contain any defamatory, libelous, offensive, indecent or otherwise unlawful material or material which is an invasion of privacy
The content will not be used to solicit or promote business or custom or present commercial activities or unlawful activity.
You hereby grant to Sofvie a non-exclusive royalty-free license to use, reproduce, edit and authorize others to use, reproduce and edit any of your content in any and all forms, formats or media.
You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all submitted Content. We may, but have no obligation to, monitor content in Sofvie submitted or created using our Services by you. Unless specifically permitted by you, your use of the platform does not grant us the license to use, reproduce, adapt, modify, publish or distribute the content created by you or stored in your user account for commercial, marketing or any similar purpose. But you grant us permission to access, copy, distribute, store, transmit, reformat, display and perform the content of your user account solely as required for the purpose of providing the services to you or other uses within Sofvie Inc. or it’s partners, affiliates and contractors.

Intellectual property rights
This Agreement does not transfer to you any intellectual property owned by Sofvie Inc. or third-parties, and all rights, titles, and interests in and to such property will remain (as between the parties) solely with Sofvie. All trademarks, service marks, graphics and logos used in connection with our software or other services, are trademarks or registered trademarks of Sofvie or Sofvie licensors. Other trademarks, service marks, graphics and logos used in connection with platforms or Services may be the trademarks of other third-parties. Your use of our services grants you no right or license to reproduce or otherwise use Sofvie or third-party trademarks.

Hyperlinking to our Content
The following organizations may link to our platform without prior written approval:
Government agencies;
Search engines;
News organizations;
Online directory distributors when they list us in the directory may link to our website in the same manner as they hyperlink to the websites of other listed businesses; except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups which may not hyperlink to our platform.
These organizations may link to our home page, to publications or to other information so long as the link: (a) is not in any way misleading; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and (c) fits within the context of the linking party’s site.
We may consider and approve in our sole discretion other link requests from the following types of organizations:
commonly-known consumer and/or business information sources such as Chambers of Commerce, and other agencies; community sites;
associations or other groups representing charities, including charity giving sites,
online directory distributors;
internet portals;
accounting, law and consulting firms whose primary clients are businesses; and
educational institutions and trade associations.
We will approve link requests from these organizations if we determine that: (a) the link would not reflect unfavorably on us or our accredited businesses (for example, trade associations or other organizations representing inherently suspect types of business, such as work-at-home opportunities, shall not be allowed to link); (b)the organization does not have an unsatisfactory record with us; (c) the benefit to us from the visibility associated with the hyperlink outweighs the absence of Sofvie Inc.; and (d) where the link is in the context of general resource information or is otherwise consistent with editorial content in a newsletter or similar product furthering the mission of the organization. These organizations may link to our home page, to publications or to other Web site information so long as the link: (a) is not in any way misleading; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and it products or services; and (c) fits within the context of the linking party’s site. If you are among the organizations listed in paragraph 2 above and are interested in linking to our platform, you must notify us by sending an e-mail to Please include your name, your organization name, contact information (such as a phone number and/or e-mail address) as well as the URL of your site, a list of any URLs from which you intend to link to our Web site, and a list of the URL(s) on our site to which you would like to link. Allow 2-3 weeks for a response.
Approved organizations may hyperlink to our Web site as follows:
By use of our corporate name; or
By use of the uniform resource locator (Web address) being linked to; or
By use of any other description of our Web site or material being linked to that makes sense within the context and format of content on the linking party’s site.
No use of softname’s logo or other artwork will be allowed for linking unless permission has been granted.
Without prior approval and express written permission, you may not create frames around our pages or use other techniques that alter in any way the visual presentation or appearance of our software.

Removal of links from our website
If you find any link on our Web site or any linked web site objectionable for any reason, you may contact us about this. We will consider requests to remove links but will have no obligation to do so or to respond directly to you. Whilst we endeavour to ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we commit to ensuring that the website remains available or that the material on the website is kept up to date.

Content Liability
We shall have no responsibility or liability for any content appearing on our platform in any of its forms. We have no responsibility or liability for any content (“quotes”, “links”, “downloads”, “graphics”, “media”) taken from our platform. You agree to indemnify and defend us against all claims arising out of or based upon your Website. No link(s) may appear on any page on your Web site or within any context containing content or materials that may be interpreted as libelous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.


Dispute resolution
The formation, interpretation, and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of Canada without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of Canada. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in Ontario, Canada, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Changes and amendments
We reserve the right to modify this Agreement or its policies relating to Sofvie at any time, effective upon posting of an updated version of this Agreement. When we do, we will revise the updated date at the bottom of this page. Continued use of the Mobile Application after any such changes shall constitute your consent to such changes.


Visitors and Users
Like most software operators, Sofvie collects non-personally-identifying information of the sort that web browsers and servers typically make available, such as the browser type, language preference, referring site, and the date and time of each visitor request. Sofvie’s purpose in collecting non-personally identifying information is to better understand how Sofvie’s visitors use its services. From time to time, Sofvie may release non-personally-identifying information in the aggregate, e.g., by publishing a report on trends in the usage of its applications. We will also use data collected from our users to analyze and predict trends using machine learning or other technologies. Sofvie also collects potentially personally-identifying information like Internet Protocol (IP) addresses for logged in users and for users submitting content on the platform. Sofvie only discloses logged in user and visitor IP addresses under the same circumstances that it uses and discloses personally-identifying information as described below.

Gathering of Personally-Identifying Information
Certain visitors to Sofvie’s applications choose to interact with Sofvie in ways that require Sofvie to gather personally-identifying information. The amount and type of information that Sofvie gathers depends on the nature of the interaction. For example, we ask visitors who sign in with a username and password to use our software. Signing up for an account is not done through any of Sofvie’s applications but personal data gathered during the registration process or pulled from third party applycations may be used and stored by Sofvie.

The security of your Personal Information is important to us, but remember that no method of transmission over the Internet, or method of electronic storage is 100% secure. While we strive to use commercially acceptable means to protect your Personal Information, we cannot guarantee its absolute security. We shall not be held responsible for any accidental loss or distribution of personal data.

Ads appearing on our platforms may be delivered to users by advertising partners, who may set cookies. These cookies allow the ad server to recognize your computer each time they send you an online advertisement to compile information about you or others who use your computer. This information allows ad networks to, among other things, deliver targeted advertisements that they believe will be of most interest to you. This Privacy Policy covers the use of cookies by Softname and does not cover the use of cookies by any advertisers.

Links To External Sites
Our services may contain links to external sites that are not operated by us. If you click on a third party link, you will be directed to that third party’s site or application. We strongly advise you to review the Privacy Policy and terms and conditions of every site and application you visit. We have no control over, and assume no responsibility for the content, privacy policies or practices of any third party sites, products or services. uses Google AdWords for remarketing uses the remarketing services to advertise on third party websites (including Google) to previous visitors to our site. It could mean that we advertise to previous visitors who haven’t completed a task on our site, for example using the contact form to make an enquiry. This could be in the form of an advertisement on the Google search results page, or a site in the Google Display Network. Third-party vendors, including Google, use cookies to serve ads based on someone’s past visits. Of course, any data collected will be used in accordance with our own privacy policy and Google’s privacy policy. You can set preferences for how Google advertises to you using the Google Ad Preferences page, and if you want to you can opt out of interest-based advertising entirely by cookie settings or permanently using a browser plugin.

Protection of Certain Personally-Identifying Information
Sofvie discloses potentially personally-identifying and personally-identifying information only to those of its employees, contractors and affiliated organizations that (i) need to know that information in order to process it on Sofvie’s behalf or to provide services available on Sofvie’s software, and (ii) that have agreed not to disclose it to others. Some of those employees, contractors and affiliated organizations may be located outside of your home country; by using Sofvie, you consent to the transfer of such information to them. Sofvie will not rent or sell potentially personally-identifying and personally-identifying information to anyone. Other than to its employees, contractors and affiliated organizations, as described above, Sofvie discloses potentially personally-identifying and personally-identifying information only in response to a subpoena, court order or other governmental request, or when Softname believes in good faith that disclosure is reasonably necessary to protect the property or rights of Softname, third parties or the public at large. If you are a registered user of Sofvie and have supplied your email address, Sofvie may occasionally send you an email to tell you about new features, solicit your feedback, or just keep you up to date with what’s going on with Sofvie and our products. We primarily use our blog to communicate this type of information, so we expect to keep this type of email to a minimum. If you send us a request (for example via a support email or via one of our feedback mechanisms), we reserve the right to publish it in order to help us clarify or respond to your request or to help us support other users. Sofvie takes all measures reasonably necessary to protect against the unauthorized access, use, alteration or destruction of potentially personally-identifying and personally-identifying information.

Aggregated Statistics
Sofvie may collect statistics about the behavior of visitors to its applications. Sofvie may display this information publicly or provide it to others. However, Sofvie does not disclose your personally-identifying information.

Affiliate Disclosure
This site uses affiliate links and does earn a commission from certain links. This does not affect your experience in any way.

To enrich and perfect your online experience, Sofvie uses “Cookies”, similar technologies and services provided by others to display personalized content, appropriate advertising and store your preferences on your computer. A cookie is a string of information that a website stores on a visitor’s computer, and that the visitor’s browser provides to the website each time the visitor returns. Sofvie uses cookies to help Sofvie identify and track visitors, their usage of the platforms, and their access preferences. Sofvie visitors who do not wish to have cookies placed on their computers should set their browsers to refuse cookies before using Sofvie’s applications, with the drawback that certain features of Sofvie may not function properly without the aid of cookies. By continuing to navigate our applications without changing your cookie settings, you hereby acknowledge and agree to Sofvie’s use of cookies.

Business Transfers
If Sofvie, or substantially all of its assets, were acquired, or in the unlikely event that Sofvie goes out of business or enters bankruptcy, user information would be one of the assets that is transferred or acquired by a third party. You acknowledge that such transfers may occur, and that any acquirer of Softname may continue to use your personal information as set forth in this policy.

Privacy Policy Changes
Although most changes are likely to be minor, Sofvie may change its Privacy Policy from time to time, and in Sofvie’s sole discretion. Sofvie encourages visitors to frequently check this page for any changes to its Privacy Policy. Your continued use of this site after any change in this Privacy Policy will constitute your acceptance of such change.

Applicable Law
By visiting this website, you agree that Canadian laws, without regard to principles of conflict laws, will govern these terms and conditions, or any dispute of any sort that might come between Sofvie and you, or its business partners and associates. Any dispute related in any way to your visit to Sofvie or ways you interact with it shall be arbitrated by Canadian courts and you consent to exclusive jurisdiction and venue of such courts.

Comments, Reviews, and Emails
Visitors may post content as long as it is not obscene, illegal, defamatory, threatening, infringing of intellectual property rights, invasive of privacy or injurious in any other way to third parties. Content has to be free of software viruses, political campaign, and commercial solicitation. We reserve all rights (but not the obligation) to remove and/or edit such content. When you post your content, you grant Sofvie non-exclusive, royalty-free and irrevocable right to use, reproduce, publish, modify such content throughout the world in any media.