Suivo Terms and Conditions

Effective date: August 16, 2026

Last updated: August 16, 2026

These Terms and Conditions (the “Terms”) are a legal agreement between Suivo Technologies Inc., federal corporation number 1001698079, a corporation incorporated under the Canada Business Corporations Act (“Suivo,” “we,” “us,” or “our”), and the person or organization that accepts these Terms or signs an Order (“Customer,” “you,” or “your”). Suivo's Québec enterprise number is pending and will be added once issued.

Please read these Terms carefully. They contain important provisions about Customer Data, connected services, artificial intelligence, communications compliance, warranty disclaimers, indemnities, and limits of liability.

1. Contract structure and order of precedence

The agreement between Suivo and Customer consists of:

  1. an order form, subscription confirmation, statement of work, or other ordering document accepted by both parties (an “Order”);
  2. any Data Processing Addendum (“DPA”) or security addendum incorporated into the Order;
  3. these Terms;
  4. the Privacy Policy; and
  5. any feature-specific terms expressly incorporated into the Order.

If these documents conflict, the following order controls only for the conflicting subject: the Order, the DPA or security addendum, feature-specific terms, these Terms, and then the Privacy Policy. A purchase order or other Customer form does not modify the agreement unless Suivo expressly signs a document stating that it modifies the agreement.

The Privacy Policy describes personal-information practices; it does not create a service-level commitment or expand Customer's licence to the Services.

2. Acceptance, authority, and business use

You accept these Terms by signing an Order, clicking an acceptance control, creating or using an account after receiving notice of these Terms, or otherwise accessing the Services where applicable law recognizes that form of acceptance.

If you accept for a brokerage, agency, team, corporation, partnership, employer, or other organization, you represent and warrant that:

  • you have authority to bind that organization;
  • the organization is the Customer; and
  • every User is authorized by Customer and subject to the agreement.

The Services are intended for lawful business use by real estate professionals and their authorized teams. They are not directed to children and are not offered for personal, family, or household use. An individual accepting these Terms must be at least 18 years old and legally capable of entering a binding agreement.

If mandatory consumer law nevertheless applies, nothing in these Terms excludes or limits a non-waivable consumer right. Any conflicting provision applies only to the maximum extent permitted by law.

3. Definitions

“Authorized User” or “User” means an individual Customer authorizes to use the Services under its account.

“Connected Service” means a third-party account, platform, API, data source, or service connected to Suivo, such as Google Workspace, Microsoft 365, a telecommunications carrier, calendar provider, identity provider, push-notification service, or scheduling provider.

“Customer Data” means information, content, files, communications, personal information, instructions, and records submitted to, synchronized with, transmitted through, or generated for Customer through the Services. Customer Data does not include Suivo technology, general product documentation, or de-identified operational information that cannot reasonably identify Customer, a User, or another individual.

“Documentation” means Suivo's current user-facing instructions for the Services.

“Output” means a draft, summary, classification, transcript, recommendation, suggested action, structured field, or other result produced by an automated or AI-assisted feature from Customer Data.

“Services” means the Suivo web application, mobile application, APIs, background processing, Documentation, support, and enabled features described in an Order. The Services exclude Connected Services.

4. The Services

Subject to the agreement and payment of applicable fees, Suivo grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to allow Authorized Users to access and use the Services for Customer's internal lawful business purposes.

Depending on the Order and configuration, the Services may include contact and opportunity management, tasks, notes, appointments, communication synchronization, email or SMS composition and delivery, calendars, notifications, attachments, team routing, metrics, AI-assisted workflows, inbound or outbound voice functions, and related integrations.

Features may differ by plan, platform, device, language, geography, provider availability, or rollout status. A feature shown in marketing material, a demonstration, roadmap, beta, test environment, source repository, or Documentation is not included unless the applicable Order or active product configuration makes it available.

5. Accounts, Users, and administrators

Customer is responsible for:

  • providing accurate account and billing information;
  • authorizing only Users who have a legitimate business need;
  • assigning appropriate roles, record authority, ownership, team membership, permissions, and Connected Services;
  • maintaining an accurate User roster and promptly suspending or removing access when a User changes role or leaves;
  • protecting credentials, recovery methods, authentication devices, sessions, and Connected Service accounts;
  • using available multifactor authentication and security controls;
  • ensuring Users comply with the agreement; and
  • all activity performed through its accounts, except to the extent caused by Suivo's breach of the agreement.

Customer must notify Suivo promptly at <contact@suivo.ca> of suspected unauthorized access, compromised credentials, lost devices, or misuse. Customer must not share individual accounts. Suivo may require identity or authority verification before changing an account, disclosing information, or processing an administrative request.

Customer administrators may manage Users, roles, assignments, integrations, settings, and organization-controlled records. A User should not assume that deleting an individual account deletes organization-controlled business records. Account deletion and record retention are explained in the Privacy Policy and applicable Order.

6. Customer responsibilities for data and instructions

Customer is responsible for Customer Data and instructions it or its Users provide. Customer represents and warrants that:

  • it has all rights, authority, notices, consents, and lawful bases needed for Suivo and its subprocessors to collect, use, disclose, transmit, store, analyze, and delete Customer Data as instructed;
  • its instructions comply with law, professional duties, provider terms, and the agreement;
  • Customer Data is not submitted through fraud, trespass, unlawful surveillance, deception, or infringement;
  • it will not instruct Suivo to make an unlawful decision or communication;
  • it will limit sensitive data to what is necessary for the authorized business purpose; and
  • it will respond appropriately to access, correction, deletion, consent-withdrawal, do-not-contact, and other rights requests for data under Customer's control.

Customer determines which contacts, clients, prospects, employees, service providers, and other individuals are entered into the Services. Suivo does not independently verify Customer's legal authority over those relationships.

7. Ownership and licence to Customer Data

As between the parties, Customer retains its rights in Customer Data. Customer grants Suivo and its subprocessors a worldwide, limited, non-exclusive right to host, copy, transmit, format, display, analyze, create configured Output from, and otherwise process Customer Data only:

  • to provide, secure, support, and maintain the Services;
  • to follow Customer's and Authorized Users' lawful instructions;
  • to prevent or investigate misuse and security incidents;
  • to comply with law; and
  • as otherwise expressly permitted by the agreement.

This licence lasts only as long as needed for those purposes, subject to retention, backup, legal-hold, and deletion obligations.

Customer authorizes Suivo to transmit Customer Data to the Connected Services and subprocessors Customer enables or that are necessary to provide the ordered features. Customer is responsible for reviewing the resulting data flow before enabling a feature.

8. Privacy and data processing

Each party will comply with the privacy and data-protection laws applicable to its role.

For personal information that Suivo collects for its own account administration, website, security, support, contracting, and service-operation purposes, Suivo determines the applicable purposes and practices described in the Privacy Policy.

For personal information in Customer-controlled CRM records and communications, Customer generally determines why and how the information is processed, and Suivo acts as Customer's service provider under the agreement and DPA. Legal terminology and responsibility may differ by jurisdiction; using the words “controller” or “processor” does not override applicable law.

Customer must provide legally sufficient privacy notices to its Users and the people whose information it places in Suivo. Customer must not rely on Suivo's public Privacy Policy as a substitute for Customer's own notice.

If the parties enter a DPA, it will govern processing instructions, confidentiality, security, subprocessors, international transfers, incident cooperation, rights requests, return or deletion, and audits for covered personal information.

9. Connected Services

Customer may choose to connect third-party services. By doing so, Customer authorizes Suivo to access and act on the connected account within the scopes granted and to exchange information with the provider as needed for enabled features.

Customer understands that:

  • Connected Services are operated by third parties under separate terms and privacy policies;
  • Suivo does not control their availability, security, data location, retention, API changes, account restrictions, or acts and omissions;
  • provider outages, revoked permissions, expired tokens, policy changes, rate limits, or account changes may interrupt a feature;
  • Customer is responsible for the legality and provider-policy compliance of its connected account and instructions; and
  • disconnecting a Connected Service stops future access but may not automatically delete synchronized business records.

Suivo may suspend an integration that creates a security, legal, provider-policy, or operational risk.

9.1 Google Workspace and Google API data

When a User connects Google Workspace, Suivo may access authorized Gmail or Calendar data to provide visible user-facing features such as mailbox synchronization, communication history, inquiry identification and routing, summaries and classifications, reply drafts, authorized sending, calendar display, event synchronization, and appointment workflows.

Suivo's use and transfer of information received from Google APIs must comply with the Google API Services User Data Policy, including the Limited Use requirements.

Customer and Users must not use Suivo to cause a violation of Google's terms or policies. Google Workspace data will not be sold, transferred to advertising platforms or data brokers, used for advertising, used to determine creditworthiness, or used for unrelated surveillance. Human access is limited as described in the Privacy Policy and Google's Limited Use requirements.

9.2 Microsoft data

When a User connects Microsoft services, Suivo may process authorized Outlook and Calendar data for the corresponding user-facing mailbox, sending, synchronization, and calendar features. Microsoft may change or revoke API access, and Customer remains subject to Microsoft's terms.

10. Artificial intelligence and automated features

The Services may use machine learning or generative AI to classify inquiries, extract fields, summarize communications, suggest next actions, generate drafts, title notes, transcribe dictation, or conduct configured voice interactions.

Customer acknowledges that Output:

  • is generated statistically and may be inaccurate, incomplete, outdated, biased, offensive, or unsuitable;
  • may not be unique, and another user may receive similar output;
  • depends on the quality, context, permissions, and accuracy of Customer Data;
  • may omit qualifications, conditions, or facts not present in the authorized input;
  • can be affected by malicious or misleading content in emails, files, calls, or prompts; and
  • must be reviewed by a qualified human before consequential use.

Customer is solely responsible for deciding whether and how to rely on Output. Customer must independently verify material facts before contacting a client, changing a record, scheduling an appointment, making a representation, or taking a legal, financial, brokerage, employment, credit, housing, or other consequential action.

Suivo is not a lawyer, accountant, appraiser, mortgage broker, financial adviser, insurer, real estate regulator, or substitute for Customer's supervising broker or professional judgment. Output is not legal, tax, financial, valuation, fair-housing, regulatory, or other professional advice.

Customer must not use automated features:

  • as the sole basis for a decision that produces legal or similarly significant effects on an individual;
  • to discriminate based on a protected characteristic or a proxy for one;
  • to infer highly sensitive traits when not necessary and lawful;
  • to make credit, mortgage, insurance, employment, tenant-screening, or eligibility decisions;
  • to impersonate a person deceptively;
  • to generate false property, pricing, availability, offer, representation, consent, or appointment claims; or
  • to bypass required professional review or supervision.

As between the parties and to the extent permitted by law, Customer may use Output generated specifically for Customer. Suivo and its licensors retain all rights in the underlying models, prompts, workflows, software, and Services. No ownership is granted in third-party material or Output that cannot be protected by law.

Suivo will not use Customer Data to train a general-purpose or shared model. Before sending Customer Data to an AI subprocessor, Suivo must configure and contract with that provider so the provider does not use the submitted Customer Data to train a shared or general-purpose model. If that protection is unavailable for a feature, Suivo will not enable the feature for Customer Data unless Customer first gives separate, express, informed written instructions after receiving a feature-specific disclosure.

11. Email, SMS, calls, recording, and communications compliance

The Services are tools that act on Customer's instructions. Customer—not Suivo—is the sender, caller, telemarketer, marketer, broker, or organization on whose behalf a communication is made, unless an Order expressly says otherwise.

Customer is solely responsible for:

  • having a lawful basis and all required consent before contacting a person;
  • keeping reliable evidence of consent, existing business relationships, referrals, exemptions, withdrawals, and suppression requests;
  • correctly identifying the sender or caller and the purpose of the communication;
  • including legally required contact information and unsubscribe mechanisms;
  • processing unsubscribe, STOP, do-not-email, do-not-text, and do-not-call requests within the required period;
  • maintaining and applying internal suppression lists;
  • registering with, subscribing to, and using the National Do Not Call List or other suppression service where required;
  • using a sufficiently current version of an applicable do-not-call list;
  • respecting local calling hours, time zones, holidays, frequency limits, and quiet hours;
  • obtaining express consent for synthesized or automated solicitation calls where required;
  • complying with rules for predictive dialers, abandoned calls, caller ID, pre-recorded or synthesized voices, and call-back information;
  • making all disclosures and obtaining all consent required for recording, transcription, monitoring, and AI participation;
  • ensuring scripts and Output are accurate, fair, non-deceptive, and professionally approved; and
  • complying with CASL, the Telecommunications Act, CRTC Unsolicited Telecommunications Rules, provincial consumer and privacy laws, and equivalent laws in every destination jurisdiction.

Consent to receive email is not necessarily consent to receive SMS, an automated call, a recorded call, or marketing through another channel. A referral is not necessarily consent. An inbound inquiry does not authorize every future communication. Product suppression or consent fields are recordkeeping aids, not legal determinations.

Customer must immediately honour a person's request not to be contacted, even if a technical rule might allow more time. Customer must not upload a do-not-call list for prospecting, enrichment, resale, or any purpose other than lawful compliance.

If a call feature identifies itself as automated or AI-assisted, Customer must not remove or contradict that disclosure. Customer must configure a monitored contact route for complaints and opt-outs.

12. Real estate and professional compliance

Customer remains responsible for all duties arising from its brokerage, agency, fiduciary, licensing, advertising, listing, recordkeeping, anti-money-laundering, accessibility, human-rights, fair-housing, and professional rules.

Without limiting that responsibility, Customer must:

  • ensure that licensed activity is performed or supervised by appropriately authorized people;
  • verify property facts, listing status, price, availability, representation, conflicts, consent, and appointment details;
  • preserve records that Customer's regulator, brokerage, insurer, tax authority, or law requires;
  • avoid discriminatory routing, targeting, qualification, steering, or service;
  • avoid entering unnecessary government identifiers, payment-card data, health data, or other highly sensitive information;
  • provide required brokerage, agency, representation, and AI/recording disclosures; and
  • obtain approval before sending an offer, contract, disclosure, or other legally significant document.

Suivo does not determine whether a contact is a client, whether an agency relationship exists, whether a record belongs to a brokerage, or how long regulated records must be retained.

13. Acceptable use

Customer and Users must not, and must not help anyone to:

  • violate law, regulation, court order, professional duty, privacy right, intellectual-property right, or provider term;
  • send spam, unlawful commercial messages, harassment, threats, fraud, or deceptive communications;
  • place unlawful calls, robocalls, or recorded calls;
  • scrape, buy, import, enrich, or use personal information without lawful authority;
  • upload malware, exploit code, unlawful content, or material designed to attack models or systems;
  • access or attempt to access another customer, User, account, record, mailbox, call, file, secret, or system without authorization;
  • probe, scan, test, benchmark, or attack production security without prior written authorization;
  • bypass rate limits, usage limits, provider restrictions, access controls, security checks, quarantine, or audit mechanisms;
  • reverse engineer, decompile, disassemble, copy, frame, mirror, resell, sublicense, or create a competing service from the Services, except to the limited extent a restriction is prohibited by law;
  • use automated means to extract data or overload the Services outside documented interfaces and limits;
  • remove proprietary notices or misrepresent the source of Output;
  • use the Services to train a competing model or product without written permission;
  • use the Services for emergency dispatch, life-safety, medical, or other high-risk use where failure could cause death, personal injury, or severe property or environmental damage; or
  • allow anyone under 18 to hold an account.

Suivo may investigate suspected misuse and preserve relevant evidence. We may remove or restrict content only where reasonably necessary for security, law, provider compliance, or operation of the Services; we do not undertake to monitor all Customer Data.

The Services may allow files and links. Supported uploads may be quarantined and scanned before use. Scanning does not guarantee that a file is safe, accurate, lawful, or free of malicious content. Customer must maintain its own endpoint, email, backup, and file-security controls.

External links and remotely loaded email content may reveal information to third parties or lead to unsafe sites. Suivo may block remote email images by default, but Users remain responsible for choosing whether to load content or open a link.

Customer must not use Suivo as its only system of record or only backup for critical files or regulated records unless a signed agreement expressly says otherwise.

15. Security and confidentiality

Suivo will use reasonable technical and organizational safeguards designed to protect Customer Data, as further described on the Security page and in any signed security addendum. No method of storage or transmission is completely secure.

Each party may receive non-public information that is marked confidential or reasonably should be understood as confidential (“Confidential Information”). The receiving party will:

  • use Confidential Information only to perform or exercise rights under the agreement;
  • protect it using at least reasonable care;
  • disclose it only to personnel, professional advisers, and subcontractors who need to know it and are bound by confidentiality duties; and
  • disclose it when legally required only after giving notice where lawful and reasonably cooperating to seek protection.

Confidential Information does not include information the receiving party can document: was lawfully known without restriction; becomes public without breach; is received lawfully from another source without duty; or is independently developed without use of the other party's Confidential Information.

Customer Data is Customer's Confidential Information. The existence and terms of a negotiated Order may also be confidential unless the Order says otherwise.

16. Suivo intellectual property

Suivo and its licensors own the Services, Documentation, designs, software, models, prompts, workflows, APIs, schemas, trademarks, and all related improvements and intellectual-property rights. Except for the limited access right in these Terms, no right is granted by implication, estoppel, or otherwise.

If Customer provides feedback, suggestions, or ideas, Customer grants Suivo a perpetual, irrevocable, worldwide, royalty-free right to use them without restriction or attribution, provided Suivo does not identify Customer or disclose Customer Data in doing so.

Customer must not use Suivo's name, logo, or marks without written permission. Suivo will not identify Customer publicly or use Customer's marks without Customer's permission, except as needed to provide the Services or as stated in an Order.

17. Usage limits and technical restrictions

Plans may include limits on Users, teams, mailboxes, storage, messages, calls, minutes, AI use, files, integrations, API requests, or other resources. Limits and overage charges must be stated in the Order or plan presented at purchase.

Suivo may apply reasonable technical limits to protect security, provider quotas, stability, and other customers. We will not use a technical limit to impose an undisclosed fee. Customer may need to reduce usage, purchase more capacity, or wait for a provider limit to reset.

18. Fees, taxes, and payment

Customer will pay the fees, currency, billing schedule, and usage charges in the Order. Unless the Order says otherwise:

  • fees are due in advance;
  • payment obligations are non-cancellable and fees paid are non-refundable, except where the agreement or mandatory law provides otherwise;
  • prices exclude applicable sales, use, value-added, withholding, and similar taxes;
  • Customer is responsible for taxes other than taxes on Suivo's net income;
  • Customer must provide valid billing information and authorize the stated payment method; and
  • no interest accrues on overdue amounts unless the Order clearly states the rate and calculation method and the charge is permitted by law.

Customer must dispute an invoice in good faith within 30 days after receipt and pay undisputed amounts on time. Suivo may suspend paid features for material non-payment after giving any notice and cure period stated in the Order or required by law.

Unless an Order clearly states otherwise, the public four-week trial means 28 consecutive days beginning when Suivo activates the trial workspace. The trial has no recurring subscription fee, is limited to one trial per Customer, and may have feature or usage limits disclosed before activation. A paid subscription begins only after Customer receives the price, currency, taxes, billing cadence, renewal and cancellation terms and affirmatively authorizes payment or signs an Order. Suivo will not rely on marketing copy alone to impose a charge. Provider usage or onboarding fees apply during a trial only if separately disclosed and accepted in advance.

19. Subscription term, renewal, and cancellation

The subscription begins and continues for the term in the Order. It renews only if the Order or purchase flow clearly says it renews, describes the renewal term and price mechanism, and the renewal is permitted by law.

Customer may give non-renewal or cancellation notice using the method and deadline stated in the Order. If no deadline is stated, Customer may prevent renewal by giving written notice before the current term ends. Cancellation does not retroactively erase accrued fees, completed provider usage, or lawful retention duties.

Any material price increase for a renewal term will be disclosed in advance as stated in the Order or required by law. A month-to-month subscription may be changed or ended on the notice stated in the Order, subject to mandatory law.

20. Trials, pilots, previews, and beta features

The standard four-week trial is governed by Section 18 and the Privacy Policy, including its retention schedule. Separate pilots, previews, evaluation tools, voice labs, early-access features, and beta features may be incomplete, changed, or discontinued. Unless an Order expressly says otherwise, those non-standard evaluations are provided without service levels or support commitments and without warranties beyond those that cannot lawfully be disclaimed. The Privacy Policy and applicable law still govern all personal information used in an evaluation.

Customer must not use a beta or lab feature with production personal information, regulated records, or consequential workflows unless Suivo expressly approves that use in writing and the applicable privacy and security review is complete.

Suivo may use feedback and non-content operational telemetry about a beta to evaluate it, subject to the Privacy Policy and Google Limited Use restrictions.

21. Support

Suivo will provide the support described in the Order. Unless the Order says otherwise, support is provided remotely during Suivo's normal business hours and does not include guaranteed response or resolution times.

Customer must not send passwords, API keys, full OAuth tokens, unnecessary personal information, raw call audio, unredacted government identifiers, or unrelated client records in a support request. Suivo may request a narrowly scoped reproduction or affirmative permission to view specific data when necessary to troubleshoot.

22. Availability, maintenance, and changes

Suivo may maintain, update, secure, or modify the Services. We may add, change, or discontinue a feature to address security, law, provider requirements, technology changes, or product operation.

We will provide reasonable notice of a material reduction to a paid core feature when practicable. Immediate changes may be necessary for security, legal, or provider reasons. If a signed Order provides a specific remedy for a material discontinuation, that remedy controls.

The Services may be unavailable because of maintenance, software defects, internet or utility failures, attacks, force majeure, or Connected Service outages. No uptime or service credit applies unless stated in a signed service-level agreement.

23. Suspension

Suivo may suspend access to all or part of the Services when reasonably necessary to:

  • prevent or contain a security or privacy incident;
  • stop unlawful, abusive, or provider-prohibited use;
  • comply with law, court order, or a provider requirement;
  • protect Suivo, Customer, Users, individuals, or other customers;
  • address a material breach after notice and opportunity to cure where appropriate; or
  • address undisputed material non-payment after required notice.

Where practicable and lawful, Suivo will limit a suspension to the affected account or feature, give notice, and work with Customer to restore access after the cause is resolved. Suspension does not waive either party's rights.

24. Termination

Either party may terminate the agreement:

  • as stated in the Order;
  • for the other party's material breach if the breach is not cured within 30 days after written notice, or within 10 days for undisputed non-payment;
  • immediately if the other party becomes insolvent, ceases business without a successor, or makes an assignment for creditors, subject to applicable insolvency law; or
  • immediately where continued performance would be unlawful.

Suivo may terminate an individual User account at Customer's instruction without terminating Customer's organization account.

On termination, Customer's right to use the Services ends. Customer must pay accrued undisputed fees. Sections that by their nature should survive will survive, including ownership, confidentiality, payment, disclaimers, indemnities, liability limits, dispute provisions, and lawful retention duties.

25. Data export, disconnection, return, and deletion

Before termination, Customer is responsible for exporting information it needs using available features or an agreed export service. Unless the Order says otherwise, the standard export window is 30 days after the subscription ends. Suivo does not guarantee a self-service export of every data type, provider payload, audit record, model trace, or system field.

After the 30-day export window, Suivo will delete or de-identify live Customer Data within 30 additional days according to the DPA, Order, and Privacy Policy. Backups are overwritten on a 35-day cycle. Deletion may be delayed or limited by:

  • organization-controlled business continuity and record ownership;
  • legal, regulatory, tax, security, anti-fraud, do-not-contact, dispute, or professional recordkeeping duties;
  • a valid legal hold;
  • provider-side retention outside Suivo's control;
  • encrypted backups that are access restricted and overwritten on the 35-day cycle; and
  • de-identified information that no longer identifies an individual or Customer.

Disconnecting Gmail or Outlook stops future access but does not necessarily delete synchronized records. The Gmail-specific “Delete Google data” flow is distinct from ordinary disconnection and is described in the Privacy Policy. Deleting a User can reassign Customer-controlled contacts, opportunities, tasks, call work, and thread ownership to another authorized team manager rather than deleting those business records.

26. Third-party terms and open-source software

Connected Services and third-party content are governed by their own terms. Suivo is not responsible for third-party products, websites, data, or services, including their accuracy, legality, availability, security, support, or changes.

The Services may include open-source software governed by its applicable licence. To the extent an open-source licence grants rights that conflict with these Terms for that component, the open-source licence controls for that component.

27. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR AN EXPRESS WARRANTY IN A SIGNED ORDER:

  • THE SERVICES, OUTPUT, DOCUMENTATION, BETA FEATURES, AND SUPPORT ARE PROVIDED “AS IS” AND “AS AVAILABLE”;
  • SUIVO DISCLAIMS IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE;
  • SUIVO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT DATA WILL NEVER BE LOST;
  • SUIVO DOES NOT WARRANT OUTPUT, PROVIDER DATA, PROPERTY INFORMATION, CONTACT INFORMATION, TRANSCRIPTS, SUMMARIES, CLASSIFICATIONS, RECOMMENDATIONS, OR THIRD-PARTY SERVICES; AND
  • CUSTOMER IS RESPONSIBLE FOR BACKUPS, HUMAN REVIEW, PROFESSIONAL JUDGMENT, AND VERIFYING CONSEQUENTIAL INFORMATION.

Some jurisdictions do not permit certain disclaimers. In that case, the disclaimer applies only to the extent permitted.

28. Customer indemnity

Customer will defend Suivo and its affiliates, directors, officers, employees, and contractors against a third-party claim, and indemnify them for damages, judgments, settlements, penalties to the extent lawfully indemnifiable, costs, and reasonable legal fees finally awarded or agreed in settlement, arising from:

  • Customer Data or Customer's instructions;
  • Customer's or a User's unlawful or unauthorized use of the Services;
  • Customer's communications, calls, recordings, consent practices, marketing, brokerage activity, or professional services;
  • Customer's breach of Sections 6, 10, 11, 12, or 13; or
  • an allegation that Customer Data infringes or violates a third party's rights.

Suivo must promptly notify Customer of the claim, give Customer reasonable control of the defence and settlement, and provide reasonable cooperation at Customer's expense. Customer may not settle a claim in a way that admits fault by, imposes non-monetary obligations on, or fails to release Suivo without Suivo's written consent, not to be unreasonably withheld.

This section does not require indemnification to the extent a claim was caused by Suivo's breach, gross fault, intentional misconduct, or unlawful instructions.

Unless an Order expressly provides a reciprocal intellectual-property indemnity, Suivo does not give one under these standard Terms. Any negotiated indemnity must identify the covered claims, defence control, exclusions, liability treatment, and exclusive remedies.

29. Exclusion of damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE UNDER THE AGREEMENT FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS, EVEN IF ADVISED THAT THEY WERE POSSIBLE.

This exclusion does not apply where liability cannot lawfully be excluded, or to Customer's payment obligations, Customer's infringement or misuse of Suivo intellectual property, or an indemnified third-party claim.

30. Liability cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO SUIVO FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY.

The same aggregate cap applies to confidentiality, security, privacy, and data-protection claims unless an Order expressly states a different cap. The exclusions below continue to apply, and no cap limits liability that applicable law prohibits the parties from limiting.

The cap does not apply to:

  • Customer's payment obligations;
  • Customer's infringement or misuse of Suivo intellectual property;
  • a party's fraud, intentional fault, or gross fault;
  • bodily or moral injury where exclusion is prohibited;
  • liability that cannot be limited by law; or
  • obligations expressly stated to be uncapped in an Order.

The limitations apply in the aggregate across contract, warranty, negligence, civil liability, statute, indemnity, and every other theory, and are an essential allocation of risk reflected in the fees.

31. Compliance with law, trade controls, and anti-corruption

Each party will comply with laws applicable to its performance. Customer must not access or use the Services in a country or for a person where doing so would violate Canadian trade sanctions, export controls, or other applicable restrictions.

Neither party will offer, promise, give, request, or accept an improper payment or advantage in connection with the agreement.

32. Governing law and courts

The agreement is governed by the laws of the Province of Québec and the federal laws of Canada applicable there, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Subject to any mandatory law, the parties submit to the exclusive jurisdiction of the courts located in the judicial district of Montréal, Québec.

Before filing a non-urgent claim, each party will give the other written notice describing the dispute and allow at least 30 days for good-faith executive-level discussions. Either party may seek urgent injunctive relief, preserve a limitation period, collect an undisputed debt, or report a matter to a regulator without waiting.

Nothing in this section prevents an individual from making a privacy complaint to the Commission d'accès à l'information du Québec, the Office of the Privacy Commissioner of Canada, or another competent regulator.

33. Language

Une version française des présentes Conditions doit être remise ou rendue accessible avant que toute partie québécoise soit invitée à accepter une version anglaise. Après avoir reçu la version française, les parties peuvent expressément choisir d'être liées par la version anglaise dans la mesure permise par la loi.

A French version of these Terms must be provided or made available before a Québec party is asked to accept an English version. After receiving the French version, the parties may expressly choose to be bound by the English version to the extent permitted by law.

34. Changes to these Terms

Suivo may update these Terms for future Orders and renewals. For an active subscription, a material change will take effect only after the notice and timing stated in the Order or otherwise permitted by law. If a change materially reduces Customer's rights during a committed term, Customer may use any remedy stated in the Order.

Changes required immediately for law, security, or provider compliance may take effect sooner where permitted. Continued use after an effective date constitutes acceptance only where applicable law and the acceptance flow make that result valid.

35. Notices

Legal notices to Suivo must be sent to:

Suivo Technologies Inc.

Federal corporation number: 1001698079

Québec enterprise number (NEQ): Pending

Attn: Legal Notices

Email: <contact@suivo.ca>

Website: https://suivo.ca

Suivo may send notices to Customer's account administrator, billing email, or address in the Order. Notices are effective on confirmed delivery, or as otherwise stated in the Order or required by law. Routine product messages and support conversations are not legal notice.

36. Assignment and subcontracting

Neither party may assign the agreement without the other's written consent, not to be unreasonably withheld, except to an affiliate or in connection with a merger, reorganization, financing, or sale of substantially all relevant assets, provided the assignee assumes the agreement and is not a direct competitor of the non-assigning party.

Suivo may use subprocessors to provide the Services and remains responsible for their performance to the extent stated in the DPA and applicable law. Subprocessor changes are handled under the DPA.

37. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, epidemic, war, terrorism, civil disorder, labour disruption, utility or internet failure, government action, carrier or cloud outage, cyberattack despite reasonable safeguards, or failure of a Connected Service. This section does not excuse payment for Services already provided or a party's duty to take reasonable steps to protect Confidential Information and mitigate harm.

38. Mobile application terms

If a User downloads the mobile application through Apple, Google, or another app marketplace, the marketplace's terms also apply. To the extent required for Apple's App Store:

  • the agreement is between Customer and Suivo, not Apple;
  • Suivo, not Apple, is responsible for the application and any support or warranty obligations not disclaimed by law;
  • Apple is not responsible for addressing claims relating to the application, including product liability, legal compliance, or intellectual-property claims;
  • Customer and Users represent that they are not located in a country subject to a U.S. government embargo and are not on a U.S. prohibited-party list, to the extent required by Apple's standard terms; and
  • Apple and its subsidiaries are third-party beneficiaries of this section and may enforce it.

Nothing here expands Apple's obligations beyond its marketplace terms.

39. General provisions

The parties are independent contractors. The agreement does not create a partnership, franchise, agency, fiduciary, employment, or joint venture relationship. Customer cannot bind Suivo, and Suivo cannot bind Customer, except for authorized technical actions Customer configures through the Services.

The agreement is the entire agreement about its subject and supersedes prior proposals and representations. A waiver must be in writing and applies only to the specific instance. If a provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder will continue. Headings are for convenience. “Including” means “including without limitation.” Electronic records and signatures may be used to the extent permitted by law.

Except for Apple's rights in Section 38 and indemnified parties' rights in Section 28, there are no third-party beneficiaries.

40. Contact

Questions about these Terms may be sent to <contact@suivo.ca>.

Privacy questions and rights requests must be sent to the Privacy Officer identified in the Privacy Policy. Security reports must be sent to the contact on the Security page.