Terms of Use

Terms of Service

Version: 2.0

Effective Date: April 18, 2026

Last Updated: April 18, 2026

These Terms of Service (“Terms”) constitute a legally binding agreement between Poardal Software Inc. (“Poardal Software,” “we,” “us,” or “our”) and the individual or entity accessing or using the Service (“Customer,” “you,” or “your”). These Terms govern your access to and use of Innovique Studio — Poardal Software’s cloud-based AI-powered marketing intelligence platform, and the related services (collectively, the “Service”).Innovique Studio is a product of Poardal Software Inc. References to "Innovique Studio" in these Terms mean the Service and related offerings described here.

1 Introduction and Acceptance

The agreement between Poardal Software and Customer (the “Agreement”) consists of:

1. these Terms;

2. any order form, checkout page, subscription confirmation, or similar transactional record that references these Terms (each, an “Order”); and

3. any documentation, policies, or supplemental terms referenced in these Terms or an applicable Order, including the Privacy Policy and, where applicable, the Data Processing Agreement (“DPA”) and any support or service policies (collectively, the “Documentation”), all of which are incorporated into the Agreement by reference.

Acceptance. Customer accepts and agrees to be bound by the Agreement by: (i) creating an account; (ii) clicking “accept,” “agree,” or a similar assent mechanism; (iii) executing or accepting an Order; or (iv) accessing or using the Service. If you are accepting the Agreement on behalf of an organization, you represent and warrant that you have the authority to bind that organization to the Agreement, and references to “Customer,” “you,” or “your” refer to that organization.

2 Service Description; Order of Precedence; Modification Rights

Innovique Studio is a cloud-based marketing intelligence platform that supports analytics integrations, AI-assisted content and creative generation, collaboration, and multi-channel publishing. Workspaces may be organized into parent/child hierarchies (for example, an agency workspace with client sub-workspaces); a parent workspace's subscription applies to its child workspaces.

Order of Precedence. In the event of a conflict or inconsistency among the documents comprising the Agreement, the following order of precedence applies, solely to resolve the inconsistency:

1. the applicable Order;

2. any product- or service-specific terms presented with or incorporated into that Order (including any plan-specific feature gating, usage limits, or credit allowances);

3. these Terms; and

4. the Documentation and incorporated policies, except that the DPA shall control with respect to the processing of Personal Data on Customer’s behalf.

We continuously develop and improve the Service and may add, remove, or modify features, models, providers, and limits from time to time. We will not make changes that materially and adversely affect the core functionality of a paid subscription during its then-current term unless required by law, a change in a third-party provider, or a security or availability concern. Any such material adverse change will be handled consistent with Section 15.

3 Account Registration and Access

3.1 Eligibility.

You must be at least 16 years of age to use the Service. By using the Service, you represent and warrant that:

· You are at least 16 years of age;

· You have the legal capacity to enter into a binding agreement;

· You are not prohibited from receiving or using the Service under applicable law; and

· If acting on behalf of an organization, you have authority to bind that organization.

We reserve the right to refuse, suspend, or terminate access for any person who does not meet these requirements.

3.2 Account Registration.

To access the Service, you must register for an account using a valid email address and password. You agree to provide accurate, current, and complete information during registration and to keep that information current.

3.3 Account Security. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You agree to:

· Use a strong, unique password;

· Enable multi-factor authentication (MFA) where available and, for sensitive workspaces, we strongly recommend enforcing MFA at the workspace level;

· Notify us immediately at support@innoviquestudio.com of any unauthorized use or suspected breach of your account; and

· Not share your credentials with any other person.

We are not liable for any loss or damage arising from your failure to safeguard your account credentials.

3.4 Workspaces and Team Members. The Service supports multi-user workspaces. Workspace owners and admins are responsible for managing membership, assigning roles (owner, admin, manager, member), and ensuring that every Authorized User who accesses the workspace complies with these Terms. Owners and admins of a parent workspace automatically inherit owner/admin access to their child workspaces. The Customer that owns a workspace is responsible for the acts and omissions of all of its Authorized Users within that workspace, and for ensuring that any individual granted access has the authority and need to access the Customer Data in that workspace.

3.5 Account Termination by You. You may delete your account at any time from within the Service. Upon deletion, your personal data will be handled as described in the Innovique Privacy Policy.

4 Subscription Plans; Pricing; Renewals

4.1 Paid Plans. The Service is offered on paid subscription plans (for example, Starter, Professional, Business, and Agency tiers) as described in the applicable Order or on the pricing pages within the Service. Each plan includes specified monthly allowances (for example, chat counts per agent, token budgets, image credits, audio credits, social post counts, and Workshop and Knowledge Base item limits) and feature entitlements. Fees, billing frequency, and subscription term are specified in the applicable Order and are non-cancellable and non-refundable except as expressly stated in the Agreement or as required by applicable law.

4.2 Billing; Payment Processor. Billing is processed by our third-party payment processor, Stripe. By providing your payment information, you authorize us (through Stripe) to charge the applicable fees on a recurring basis in accordance with your selected billing cycle. Your use of Stripe is governed by Stripe's terms of service in addition to these Terms. Your billing country (detected at checkout) determines whether you are billed in Canadian Dollars (CAD) for Canadian customers or United States Dollars (USD) for customers elsewhere.

4.3 Usage, Rollover, and Add-Ons. Plan allowances reset at the start of each billing cycle. Unused tokens and image credits may roll over into the following billing cycle as described in the Order or on the plan's description page. Additional image, token, or audio credit packs may be purchased through Stripe as one-time add-ons; add-on credits are consumed in accordance with the rules described at the time of purchase.

4.4 Subscription Changes and Cancellation. You may upgrade, downgrade, or cancel your subscription at any time from within the Service or the Stripe customer portal. Downgrades and cancellations take effect at the end of the current billing period unless otherwise specified. We do not provide refunds for partial billing periods unless required by applicable law or expressly stated in these Terms.

4.5 Free Trials and Promotional Offers. If we offer a free trial or promotional discount, you will not be charged until the trial or promotional period ends. You may cancel before the trial ends to avoid charges. We reserve the right to modify or terminate free trial or promotional offers at any time, and to limit trial eligibility to new or eligible Customers.

4.6 Price Changes. Poardal Software may change subscription fees from time to time. If Customer is on an annual subscription plan and Poardal Software increases the applicable fees, the new fees will apply upon renewal of the subscription term, provided we give Customer prior notice in accordance with Section 15. If Customer does not agree to the revised fees, Customer may elect not to renew the applicable subscription by providing notice of non-renewal before the end of the then-current term. For month-to-month subscriptions, we will provide at least 30 days' advance notice of any price increase via email or a prominent notice within the Service, and your continued use after the effective date constitutes your acceptance of the new pricing.

4.7 Renewals. Subscriptions automatically renew at the end of each subscription term (monthly or annual, as applicable) for an additional term of equal length at the then-current fees, unless Customer provides notice of non-renewal before the end of the current term or cancels through the Stripe customer portal.

4.8 Taxes. Fees do not include taxes. Customer is responsible for all applicable sales, use, goods and services, value-added, withholding, or similar taxes, levies, and duties associated with the purchase of the Service, excluding taxes based on Poardal Software's net income. Where required by law, we will collect and remit taxes on your behalf.

4.9 Late Payment. If a payment fails or is not paid when due, we may, in addition to any other rights we may have, suspend access to the Service and charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

5 Acceptable Use; Suspension

Customer will use the Service in accordance with the Agreement and any acceptable use requirements set out in the Documentation.

5.1 Permitted Use. You may use the Service only for lawful purposes and in accordance with these Terms. The Service is a tool that helps you analyze marketing data, generate content with AI, build creative assets, and publish to connected channels. You are solely responsible for how you configure the Service, what data you connect to it, what content you submit, what content you publish, and how you use or distribute the outputs.

5.2 Prohibited Conduct. You agree not to, and will not permit any Authorized User or third party to:

· Use the Service for any unlawful, fraudulent, or unauthorized purpose;

· Access, collect, or process data from Google Analytics, Google Search Console, social media accounts, WordPress sites, or any other connected third-party account that you do not own or are not explicitly authorized to access;

· Upload, submit, or generate content that is illegal, defamatory, obscene, hateful, harassing, threatening, sexually exploitative, or that infringes or misappropriates the intellectual property, privacy, publicity, or other rights of any third party;

· Upload or submit content that contains malware, viruses, worms, time bombs, Trojan horses, ransomware, or other harmful code;

· Attempt to gain unauthorized access to any part of the Service, its servers, or any network connected to the Service, including by probing, scanning, or testing for vulnerabilities except under a program we authorize;

· Interfere with or disrupt the integrity or performance of the Service, its underlying infrastructure, or any connected third-party service;

· Circumvent, disable, or otherwise interfere with security, access-control, rate-limiting, or authentication features of the Service, including the row-level security, role-based access controls, SSRF protections, file-type validation, or bot-protection measures;

· Use automated tools, bots, scrapers, or scripts to access or extract data from the Service, other than through documented features or APIs we expressly make available to you;

· Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service or any underlying AI model, except to the extent applicable law expressly permits;

· Reproduce, duplicate, copy, sell, resell, rent, lease, sublicense, or exploit any portion of the Service without our express written permission;

· Use the Service, its outputs, or any Customer Data you receive through it to train, develop, evaluate, or improve any competing large-language model, generative AI model, or marketing intelligence product;

· Misrepresent your identity, impersonate any person or organization, or falsely state or otherwise misrepresent your affiliation with a person or entity;

· Submit false, misleading, or malicious data, prompts, or content through the Service;

· Exceed or attempt to evade the usage limits of your subscription plan (including token, chat, image, audio, social post, connection, or storage limits);

· Use the Service in a manner that could damage, disable, overburden, or impair our systems or the systems of any third party;

· Use the Service to build products or services that compete with Innovique Studio; or

· Use the Service in violation of U.S., Canadian, or other applicable export-control or sanctions laws, or make the Service available to any person, entity, or country subject to such restrictions.

5.3 AI-Generated Content. The Service uses artificial intelligence to generate insights, text, images, audio, designs, presentations, and websites. You acknowledge and agree that:

· AI-generated content may be inaccurate, incomplete, biased, or inappropriate for your specific situation or audience;

· You are solely responsible for reviewing, validating, editing, and, where relevant, fact-checking any AI-generated output before you rely on it, publish it, or share it externally;

· AI outputs may unintentionally resemble existing third-party works, and you are responsible for ensuring that any content you publish is non-infringing and otherwise lawful;

· We do not guarantee the accuracy, reliability, originality, non-infringement, or fitness for any particular purpose of any AI-generated content;

· AI-generated content does not constitute legal, financial, marketing, medical, technical, or other professional advice; and

· The availability, behavior, and output of AI features depend on underlying third-party AI providers (see Section 8) and may change over time.

5.4 Publishing and Distribution. The Service lets you publish content to external destinations (for example, live published presentations and websites hosted on our publishing infrastructure; posts to connected social media platforms; and posts to connected WordPress sites). You are responsible for ensuring that every item you publish complies with these Terms, the terms and content policies of the destination platform, and all applicable laws (including advertising, consumer-protection, and privacy laws). You grant us the limited rights described in Section 6.2 to transmit and display such content as needed to operate the publishing features.

5.5 Rate Limits; Fair Use. Certain features are subject to rate limits, abuse-prevention thresholds, or fair-use constraints (for example, image-generation frequency, web-search frequency, crawl frequency, or published-content traffic). We may enforce these limits to protect the Service and our sub-processors.

5.6 Suspension. Where commercially reasonable, we will provide notice and an opportunity to cure before suspending your access to the Service for violations not involving security, legal compliance, or imminent harm. We may immediately suspend access — in whole or in part, and including for a specific Authorized User — where continued use poses a security risk, violates law, infringes third-party rights, materially exceeds usage limits, or may harm the Service, its sub-processors, or others. Where we suspend access for non-payment, we may reinstate it upon receipt of payment plus any accrued late fees.

6 Customer Content; Intellectual Property

6.1 Customer Data; License to Operate the Service. “Customer Data” means content and information that you or your Authorized Users submit to, upload to, generate within, or process through the Service. Customer retains all right, title, and interest in Customer Data, subject to the limited licenses granted in this Section 6.

You grant Poardal Software a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, process, adapt, and otherwise use Customer Data (including by transmitting it to sub-processors and AI providers) solely as necessary to: (i) provide, maintain, secure, support, troubleshoot, and improve the Service for you; (ii) perform our obligations under the Agreement; (iii) prevent or address technical or security issues; (iv) enforce these Terms; and (v) comply with applicable law. This license ends when the relevant Customer Data is deleted from the Service, subject to backups and retention as described in the Innovique Privacy Policy.

6.2 Generated Content. Subject to these Terms and the terms of any underlying third-party AI provider, as between Poardal Software and Customer, Customer owns the outputs generated for Customer through the Service in response to Customer's prompts and inputs (“Generated Content”). Customer acknowledges that:

· The same or similar outputs may be produced for other customers in response to similar prompts, and Customer has no exclusivity with respect to Generated Content it does not meaningfully modify;

· Generated Content may be subject to the usage terms of the underlying AI provider, and certain providers may impose copyright, attribution, or restricted-use conditions on their outputs;

· Stock photos retrieved through the integrated Unsplash picker are licensed by Unsplash under Unsplash's license, and attribution is displayed automatically on published presentations that contain Unsplash imagery; and

Customer is responsible for ensuring Generated Content is non-infringing before using, publishing, or distributing it.

6.3 No Model Training on Customer Data. We do not use Customer Data to train our own general-purpose AI models. We also take steps intended to ensure that third-party AI providers processing Customer Data on our behalf do not use that Customer Data to train their generally available models. Details are described in the Innovique Privacy Policy.

6.4 Usage Data. Poardal Software may collect and generate aggregated, statistical, and de-identified data derived from the operation of the Service (“Usage Data”) — for example, aggregate usage patterns, performance metrics, and feature-adoption counts — and may use such Usage Data to operate, analyze, improve, support, and benchmark the Service. Usage Data does not include Customer Data or any information that identifies a specific Customer or individual.

6.5 Poardal Software's Intellectual Property. The Service, including all software, interfaces, agent personalities and prompts, slide layouts, section templates, card layouts, designs, text, graphics, logos, and other materials created by or for Poardal Software, is owned by Poardal Software and protected by applicable intellectual-property laws. The names “Innovique Studio,” “Nala,” “Maven,” “Quill,” “Echo,” “Pulse,” “Compass,” “Pixel,” “Scout,” “Nexus,” “Envoy,” “Nova,” “Sonic,” “Atlas,” and “Poardal” and related logos are trademarks of Poardal Software Inc. Nothing in these Terms grants you any right, title, or interest in or to the Service or our trademarks, other than the limited right to use the Service in accordance with these Terms.

6.6 Feedback. If you provide feedback, suggestions, bug reports, or ideas about the Service (“Feedback”), you grant Poardal Software a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use and incorporate that Feedback into the Service and any other Poardal Software products without any restriction or compensation to you.

7 Confidentiality; Data Security

Each party (“Receiving Party”) may receive information from the other (“Disclosing Party”) that is marked as confidential or that, given its nature and the circumstances of disclosure, should reasonably be understood to be confidential (“Confidential Information”). Customer Data is Customer's Confidential Information. The non-public elements of the Service, our pricing and non-public product roadmaps, and non-public technical documentation are Poardal Software's Confidential Information.

7.1 Protection: Each party will: (a) use Confidential Information only to exercise rights and perform obligations under the Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own information of a similar nature, and no less than reasonable care; and (c) limit access to Confidential Information to personnel, contractors, advisors, and sub-processors with a need to know and who are bound by confidentiality obligations no less protective than these. Confidential Information does not include information that (i) is or becomes publicly available without breach of the Agreement; (ii) was already known to the Receiving Party without a duty of confidentiality; (iii) is independently developed without use of the Disclosing Party's Confidential Information; or (iv) is rightfully received from a third party without a duty of confidentiality. The Receiving Party may disclose Confidential Information if required by law, provided (where lawful) it gives the Disclosing Party prompt notice and reasonable cooperation to seek a protective order.

7.2 Data Security Program. Poardal Software will maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data. Additional information about our security measures is described in the Innovique Privacy Policy.

7.3 Customer Data Representations. Customer represents and warrants that: (a) it has all rights and permissions necessary to submit the Customer Data to the Service and to grant the licenses in Section 6; (b) its use of the Service (including any websites it asks us to crawl or audit and any prospect information it submits) complies with applicable law and with any agreement between Customer and the third party to which the data relates; and (c) it has provided all notices and obtained all consents required from its Authorized Users and any other individuals whose personal information is included in the Customer Data.

8 Third-Party Integrations and Services

8.1 Connected Integrations (at Customer's Direction). The Service allows Customer to connect third-party accounts and services (for example, analytics services, social media platforms, and WordPress sites). A current description of the categories of integrations and related data flows is provided in the Innovique Privacy Policy. By connecting a third-party account, Customer:

· Authorizes Poardal Software to access, retrieve, transmit, and process data from and to that account on Customer's behalf using the scopes, tokens, or credentials Customer provides;

· Represents that Customer owns or has all necessary authorization to connect the relevant account, property, or site;

· Acknowledges that the third party's terms of service and privacy policy govern that account independently of these Terms, and that the third party may change APIs, terms, pricing, rate limits, or functionality at any time; and

· Agrees that Poardal Software is not affiliated with, endorsed by, or sponsored by any connected third party except as expressly stated.

8.2 AI Providers. The Service's AI features are powered by third-party AI providers. Customer's prompts, uploaded files, brand guidelines, knowledge-base entries, chat context, and source images or audio, as applicable, may be transmitted to these providers to generate responses. Our current AI providers and related data-handling practices are described in the Innovique Privacy Policy.

8.3 Third-Party Data Sources. Certain features rely on third-party data sources and content libraries. Customer's use of data or content returned from these sources is subject to the applicable third party's terms and license conditions. Our current categories of third-party data sources are described in the Innovique Privacy Policy.

8.4 Third-Party Service Changes and Interruptions. Third-party services and their APIs may change, become unavailable, or impose new restrictions at any time. We are not responsible for any interruption, degradation, or loss of functionality of the Service caused by third-party services outside our reasonable control (for example, hosting providers, analytics providers, AI providers, payment processors, email delivery providers, monitoring providers, content delivery networks, or connected third-party platforms). Our current categories of service providers and sub-processors are described further in the Innovique Privacy Policy.

9 Data Management; Export; Retention

9.1 Retention During the Subscription. Customer Data is retained while the relevant account or workspace is active, consistent with the plan's storage and item limits and with our Privacy Policy.

9.2 Export by Customer. While Customer's subscription is active, Customer may export or copy much of its Customer Data directly from within the Service (including chat content, Workshop items, generated content, presentations and websites built in the builders, audit reports, and brand guidelines). Customer is responsible for downloading, exporting, or otherwise preserving Customer Data it wishes to retain before the account, workspace, or subscription ends.

9.3 Post-Termination Access. Upon request received before or within thirty (30) days following termination of a paid subscription, and where supported, Poardal Software may provide time-limited post-termination access for data export, subject to payment of any applicable fees and to our then-current operational capability. After this period, Customer Data may be deleted as part of our standard data-lifecycle practices.

9.4 Deletion. When an account or workspace is deleted, Customer Data is deleted in accordance with our data-retention and deletion practices described in the Innovique Privacy Policy.

9.5 Published Content. Published presentations and websites remain accessible until you unpublish them. Caching and retention by third parties is described further in the Innovique Privacy Policy.

10 Service Availability, Support, and Modifications

10.1 Availability. We aim to provide a reliable Service but do not guarantee uninterrupted or error-free availability. The Service may be temporarily unavailable due to scheduled maintenance, updates, third-party service outages, or circumstances beyond our reasonable control. Where practical, we will provide advance notice of scheduled downtime.

10.2 Support. Support is provided via the in-app help assistant and by email at support@innoviquestudio.com. Plan-specific support levels, response targets, or service levels, if any, are described in the applicable Order or at the plan's description page.

10.3 Beta and Feature-Flagged Features. Certain features may be offered as beta, preview, early-access, or feature-flagged capabilities. Beta features are provided “as is,” may change or be withdrawn at any time, and may have different availability, stability, and support characteristics than generally available features. Any feedback you provide on beta features is subject to Section 6.6.

10.4 Modifications to the Service. We reserve the right to modify, add, remove, suspend, or discontinue any feature or aspect of the Service at any time, consistent with Section 2. We may update AI models and providers, change usage-limit defaults, adjust available plan tiers, and retire features where appropriate.

11 Warranties; Disclaimers

11.1 Limited Service Warranty. During a paid subscription term, Poardal Software warrants that the Service will perform materially in accordance with the applicable Documentation under normal use. Customer's sole and exclusive remedy, and Poardal Software's entire liability, for any breach of this warranty is (at Poardal Software's option): (a) correction or re-performance of the non-conforming Service within a reasonable time; or (b) if we are unable to correct the non-conformity within a commercially reasonable period, termination of the affected Order and refund of any prepaid fees for the unused remainder of the then-current term following the effective date of termination. To qualify for this remedy, Customer must notify us of the non-conformity in reasonable detail at support@innoviquestudio.com promptly after discovery.

11.2 “As Is” Basis. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 11.1, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, POARDAL SOFTWARE AND ITS LICENSORS AND SUB-PROCESSORS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING:

· Implied warranties of merchantability, fitness for a particular purpose, non-infringement, and quiet enjoyment;

· Warranties that the Service will be uninterrupted, error-free, secure, or free of viruses or other harmful components;

· Warranties regarding the accuracy, reliability, completeness, originality, or timeliness of any content, including AI-generated content, analytics data, SEO or accessibility audit results, landing-page recommendations, or third-party data; and

· Warranties that any specific results, savings, revenue uplift, traffic growth, conversion improvement, or ranking improvement will be achieved.

11.3 No Professional Advice. The Service provides analytical tools, AI-generated outputs, and workflow automation for informational purposes only. Nothing in or produced by the Service constitutes legal, financial, accounting, marketing-regulatory, medical, accessibility-legal, or other professional advice. Customer should consult qualified professionals before making significant business decisions in reliance on the Service or its outputs.

11.4 Third-Party Data and Services. We rely on data provided by Google Analytics, Google Search Console, DataForSEO, Unsplash, connected social media platforms, connected WordPress sites, and AI providers. We are not responsible for the accuracy, completeness, availability, timing, or lawfulness of data provided by third parties, nor for any discrepancies between third-party data and what the Service displays or produces.

11.5 Jurisdiction-Specific Rights. Some jurisdictions do not allow the exclusion of certain warranties. If you reside in such a jurisdiction, the above exclusions apply to the fullest extent permitted by applicable law, and nothing in these Terms affects statutory rights that cannot be waived or limited by contract.

12 Limitation of Liability

12.1 Exclusion of Indirect Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL POARDAL SOFTWARE, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY:

· Indirect, incidental, special, consequential, punitive, or exemplary damages;

· Loss of profits, revenue, data, goodwill, reputation, or business opportunities;

· Cost of substitute goods or services;

· Loss, corruption, or unauthorized disclosure of data;

· Damages arising from unauthorized access to or use of your account; or

· Damages arising from AI-generated content, recommendations, audit results, or any publishing action taken through the Service.

THIS EXCLUSION APPLIES REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, STATUTE, OR OTHERWISE) UNDER WHICH SUCH DAMAGES ARE SOUGHT AND EVEN IF POARDAL SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Aggregate Cap. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, POARDAL SOFTWARE'S TOTAL CUMULATIVE LIABILITY TO CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE SERVICE SHALL NOT EXCEED THE GREATER OF:

· The total fees paid or payable by Customer to Poardal Software in the twelve (12) months immediately preceding the event first giving rise to the claim; or

· One thousand Canadian Dollars (CAD $1000).

13 Indemnification

13.1 Poardal Software's Indemnification of Customer. Poardal Software will defend Customer against any third-party claim alleging that the Service, as provided by Poardal Software and used by Customer in accordance with the Agreement, infringes or misappropriates such third party's patent, copyright, trademark, or trade-secret rights (“IP Claim”), and will indemnify Customer for damages and costs finally awarded against Customer (or agreed by Poardal Software in settlement) for such IP Claim. If the Service becomes, or in Poardal Software's reasonable opinion is likely to become, the subject of an IP Claim, Poardal Software may, at its option and expense: (a) procure for Customer the right to continue using the Service; (b) modify the Service so that it is no longer infringing; or (c) terminate the affected Order and refund any prepaid fees for the unused remainder of the then-current term.

13.2 Exclusions. Poardal Software's obligations under Section 13.1 do not apply to any claim arising from: (i) Customer Data, including any AI-generated output to the extent the alleged infringement results from a prompt, input, brand guideline, or material Customer submitted; (ii) use of the Service in combination with any product, service, content, or data not provided by Poardal Software, if the claim would not have arisen absent the combination; (iii) modifications to the Service not made by or on behalf of Poardal Software; (iv) Customer's continued use of the Service after Poardal Software has notified Customer of a potentially infringing condition and offered a modification or replacement; or (v) use of the Service in violation of the Agreement.

13.3 Customer's Indemnification of Poardal Software. Customer will defend, indemnify, and hold harmless Poardal Software and its affiliates, officers, directors, employees, agents, and service providers from and against any third-party claim, and any damages, costs, and reasonable legal fees finally awarded or agreed in settlement, arising from:

· Customer Data or Customer's submission of content or data to the Service, including any allegation that Customer Data infringes or misappropriates third-party rights or violates applicable law;

· Customer's or an Authorized User's breach of the Agreement, including any violation of Section 5 (Acceptable Use);

· Customer's or an Authorized User's use of third-party accounts connected to the Service without proper authority (for example, Google Analytics properties, social media accounts, or WordPress sites Customer is not entitled to access);

· Content Customer publishes through the Service, including any allegation that such content is unlawful, misleading, infringing, or in violation of the destination platform's terms; or

· Any unauthorized access to or use of the Service using Customer's or an Authorized User's credentials, except to the extent directly caused by Poardal Software's breach of Section 7.

13.4 Procedure. The indemnified party will: (a) promptly notify the indemnifying party of the claim in writing (delay does not relieve the indemnifying party except to the extent it is materially prejudiced); (b) give the indemnifying party sole control of the defense and settlement (provided no settlement requires any admission by or imposes any unreimbursed obligation on the indemnified party without its prior written consent, not to be unreasonably withheld); and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate in the defense with counsel of its choice at its own expense.

13.5 Exclusive Remedy. Sections 13.1 and 13.2 state Poardal Software's entire liability, and Customer's exclusive remedy, for third-party IP Claims relating to the Service.

DRAFTING NOTE (not part of the Terms): Formatting cleanup needed (remove Markdown **). If you keep “exclusive remedy,” make sure it doesn’t conflict with any other remedies stated elsewhere (e.g., warranty remedy in 11.1).

14 Term and Termination

14.1 Term. The Agreement starts when Customer first accepts it or first uses the Service, whichever is earlier, and continues until terminated as permitted under the Agreement. The term of each subscription is stated in the applicable Order and renews automatically as described in Section 4.7 unless terminated.

14.2 Termination for Convenience. Customer may terminate the Agreement for convenience at any time by cancelling its subscription and deleting its account. Termination for convenience takes effect at the end of the then-current billing period unless otherwise agreed; prepaid fees for the remainder of the then-current term are non-refundable except as expressly stated in the Agreement.

14.3 Termination for Cause. Either party may terminate the Agreement (including all Orders) for cause upon written notice to the other party if the other party materially breaches the Agreement and fails to cure the breach within thirty (30) days after receiving notice of the breach, or immediately upon notice if the other party becomes insolvent, files for bankruptcy, makes an assignment for the benefit of creditors, or ceases to operate in the ordinary course.

14.4 Termination by Poardal Software. In addition to Section 14.3, Poardal Software may suspend or terminate Customer's account, any Order, or the Agreement upon notice (or immediately, where permitted by Section 5.6 or otherwise warranted) if: (a) Customer violates these Terms or the Acceptable Use provisions; (b) Customer's use poses a security, legal, or operational risk to the Service, our sub-processors, or others; (c) Customer fails to pay applicable fees; (d) required by law or a government authority; or (e) Poardal Software discontinues the Service generally (in which case Poardal Software will, where reasonable, provide advance notice and a pro-rata refund of prepaid fees for the unused portion of the then-current term).

14.5 Effect of Termination. Upon termination or expiration of the Agreement:

· Customer's right to access and use the Service immediately ceases (except as expressly permitted under Section 9.3 for time-limited export access);

· Each party will return or destroy the other party's Confidential Information in its possession, subject to the retention permitted under Section 9 and our Privacy Policy;

· Customer remains liable for all fees accrued up to the effective date of termination; and

· Provisions that by their nature should survive termination will survive, including Sections 4.8, 6, 7, 9, 11, 12, 13, 14.5, 15, 16, and 17.

15 Changes to Terms

15.1 Changes. We may update these Terms from time to time. Material changes will apply prospectively and, for paid subscriptions, upon renewal of the then-current term unless legally required sooner. Non-material updates (such as clarifications, formatting changes, or updates to non-critical sub-processor lists that are also reflected in the Innovique Privacy Policy) may take effect upon posting.

15.2 Notice of Material Changes. When we make material changes, we will notify you by:

· Updating the “Last Updated” date and, for material changes, the version number at the top of these Terms;

· Sending an email notification to the registered email address on your account; and

· Where significant, displaying a prominent notice within the Service.

15.3 Acceptance. Your continued use of the Service after the effective date of a change constitutes acceptance of the revised Terms. If you do not agree to a change, you must stop using the Service and may terminate consistent with Sections 4.4 and 14.2.

16 General Provisions; Notices

16.1 Governing Law. These Terms and any dispute arising out of or related to them or the Service are governed by and construed in accordance with the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.2 Dispute Resolution; Venue. The parties will first attempt in good faith to resolve any dispute informally by contacting legal@innoviquestudio.com. Any dispute that cannot be resolved informally will be brought exclusively in the courts located in Ontario, Canada, and the parties submit to the personal jurisdiction of those courts. Claims may be brought only against the corporate entities party to the Agreement.

16.3 Injunctive Relief. Notwithstanding Section 16.2, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or the security and integrity of its systems.

16.4 Users Outside Canada. If Customer is accessing the Service from outside Canada, Customer agrees that these Terms are governed by Ontario law and that Customer submits to the jurisdiction of Ontario courts to the extent permitted by applicable local law. Customer is responsible for compliance with any local laws applicable to its use of the Service.

16.5 Entire Agreement. The Agreement (including these Terms, the Innovique Privacy Policy, the DPA where applicable, each Order, and other incorporated Documentation) is the entire agreement between the parties regarding the Service and supersedes all prior and contemporaneous agreements, proposals, and understandings. Any purchase order or pre-printed terms presented by Customer are of no force or effect, even if acknowledged by Poardal Software.

16.6 Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable.

16.7 Waiver. A party's failure to enforce any right or provision is not a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of the waiving party.

16.8 Assignment. Customer may not assign or transfer the Agreement or any of its rights or obligations under the Agreement (whether by operation of law, change of control, or otherwise) without Poardal Software's prior written consent, except in connection with a merger, acquisition, reorganization, or sale of substantially all of Customer's assets where the assignee is not a competitor of Poardal Software. Poardal Software may assign the Agreement without restriction. Any assignment in violation of this Section is void.

16.9 Independent Contractors; No Third-Party Beneficiaries. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, employment, or fiduciary relationship. There are no third-party beneficiaries to the Agreement.

16.10 Force Majeure. Neither party is liable for any delay or failure to perform (other than Customer's obligation to pay fees) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government actions or sanctions, labor disruptions, internet or utility outages, third-party platform outages, and cyberattacks.

16.11 Export and Sanctions Compliance. Customer represents and warrants that it is not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. or Canadian sanctions, and is not listed on any government list of prohibited or restricted parties. Customer will not use or make the Service available in violation of applicable export-control or sanctions laws.

16.5 Entire Agreement. The Agreement (including these Terms, the Innovique Privacy Policy, the DPA where applicable, each Order, and other incorporated Documentation) is the entire agreement between the parties regarding the Service and supersedes all prior and contemporaneous agreements, proposals, and understandings. Any purchase order or pre-printed terms presented by Customer are of no force or effect, even if acknowledged by Poardal Software.

16.6 Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable.

16.9 Independent Contractors; No Third-Party Beneficiaries. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, employment, or fiduciary relationship. There are no third-party beneficiaries to the Agreement.

16.10 Force Majeure. Neither party is liable for any delay or failure to perform (other than Customer's obligation to pay fees) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government actions or sanctions, labour disruptions, internet or utility outages, third-party platform outages, and cyberattacks.

16.12 Language. These Terms are drafted in English. To the extent permitted by law, the English-language version governs any translation. Les parties aux présentes ont exigé que le présent contrat et tous les documents connexes soient rédigés en anglais.

16.13 Notices. Notices to Poardal Software must be sent to legal@innoviquestudio.com and, where formal notice is required, by courier or postal mail to the mailing address in Section 17. Notices to Customer may be sent to the email address on Customer's account or, where applicable, the address specified in the Order. Notices are effective upon receipt for postal mail or, for email, upon the earlier of acknowledgment or the next business day after transmission.

17 17 Contact Information

If you have questions, concerns, or requests regarding these Terms of Service, please contact us:

General Inquiries and Support

Email: support@innoviquestudio.com

Legal Matters

Email: legal@innoviquestudio.com

Sales and Enterprise

Email: sales@innoviquestudio.com

Privacy Requests

Email: privacy@innoviquestudio.com

Mailing Address

Poardal Software Inc.

Attn: Legal Department — Innovique Studio

1463 Ontario St

Burlington, ON L7S 1G6

Canada

Response Time. We will acknowledge receipt of your inquiry within 5 business days.

18 Acknowledgment

By creating an account, accessing, or using the Service, you acknowledge that:

· You have read and understood these Terms of Service;

· You agree to be bound by these Terms;

· You have read and understood our Privacy Policy;

· If you are entering into these Terms on behalf of an organization, you have the authority to do so;

· You understand that the Service is a tool and does not provide legal, financial, marketing, accessibility-legal, medical, or other professional advice;

· You understand that AI-generated content may be inaccurate, incomplete, or infringing and that you are responsible for reviewing and validating any AI output before relying on it, publishing it, or distributing it externally; and

· You are responsible for ensuring that your use of the Service complies with all applicable laws and your organization's requirements.

Thank you for choosing Innovique Studio. We look forward to helping you and your organization turn marketing intelligence into action.