LAST UPDATED: May 7, 2026
Version: 2.1
This Evaluation Agreement (the “Agreement”) is entered into between SOVA Systems, LLC, a California limited liability company with an address at 6826 Millbrook St, San Diego, CA 92120 (“SOVA” or “we”), and the entity identified on the applicable registration or order form (“Customer” or “you”). SOVA and Customer may each be referred to as a “Party” and collectively as the “Parties.” This Agreement is effective immediately upon the earlier of: (a) Customer’s acceptance hereof; or (b) the date Customer first accesses or uses the Software (the “Effective Date”).
CUSTOMER IS RESPONSIBLE FOR READING THE TERMS OF THIS AGREEMENT CAREFULLY BEFORE CLICKING “ACCEPT” (IF APPLICABLE) OR OTHERWISE ACCEPTING THE TERMS OF THIS AGREEMENT, AND BEFORE ACCESSING OR USING THE SOFTWARE. BY CLICKING “ACCEPT” (OR SIMILAR) AND/OR ACCESSING OR USING THE SOFTWARE, THE INDIVIDUAL ACCEPTING THIS AGREEMENT CONFIRMS THAT THEY HAVE THE LEGAL AUTHORITY TO BIND CUSTOMER TO THESE TERMS. THIS IS A LEGALLY BINDING CONTRACT. IF YOU REQUIRE LEGAL ADVICE REGARDING THIS AGREEMENT, PLEASE CONSULT QUALIFIED LEGAL COUNSEL BEFORE ACCEPTING.
BY REGISTERING FOR THIS EVALUATION, CUSTOMER ALSO GRANTS SOVA PERMISSION TO CONTACT CUSTOMER WITH INFORMATION CONCERNING SOVA’S PRODUCTS AND SERVICES AND TO SEND MARKETING COMMUNICATIONS (INCLUDING EMAILS). CUSTOMER MAY UNSUBSCRIBE AT ANY TIME BY FOLLOWING THE UNSUBSCRIBE PROCEDURES IN SOVA’S EMAILS. ALL OTHER INTERACTIONS ARE GOVERNED BY SOVA’S THEN-CURRENT PRIVACY POLICY.
The following terms have the following meanings when used in this Agreement:
Subject to the terms and conditions of this Agreement, SOVA hereby grants to Customer a non-exclusive, non-transferable, revocable, limited, royalty-free license to permit its Authorized Users to install, execute, and use the Software during the Trial Period solely for Customer’s internal evaluation purposes.
The Software may contain open source components (“OSS Components”) governed separately by certain open source licenses, as further described at https://support.sovasystems.com/portal/en/kb/articles/open-source-attribution-sova. Customer is responsible for complying with the terms of all applicable open source licenses.
Customer agrees that it will not, and will ensure that its Authorized Users do not:
A breach by Customer or any Authorized User of clauses (v), (vi), or (vii) above shall constitute a material breach of this Agreement entitling SOVA to seek injunctive relief without the requirement of posting a bond or proving actual damages, in addition to any other remedies available at law or in equity.
Customer is responsible for all acts and omissions of its Authorized Users in connection with the Software. Any breach of this Agreement by an Authorized User shall be deemed a breach by Customer.
Customer retains all right, title, and interest in and to all Customer Data. Customer Data is Customer’s Confidential Information.
Customer hereby grants SOVA a non-exclusive, non-transferable, sublicensable (solely as necessary for SOVA and its Subprocessors to perform their obligations under this Agreement) right to access, use, copy, and process Customer Data solely as necessary to provide the Software and Services in accordance with this Agreement. Customer represents and warrants that it has the legal right and authority to grant the foregoing license and to upload and disclose Customer Data as provided herein.
SOVA shall not use Customer Data or any data derived from Customer’s use of the Software to train, fine-tune, or improve any artificial intelligence or machine learning model, whether for SOVA’s benefit or the benefit of any third party. SOVA shall ensure, by written contract, that any third-party AI service provider engaged in delivering the Software is contractually prohibited from using Customer Data for model training or improvement. This restriction survives termination of this Agreement.
Customer acknowledges that the Software may transmit certain electronic information to SOVA regarding usage and performance of the Software (“Performance Information”). Customer grants SOVA permission to use Performance Information to assist in providing support to Customer and for internal purposes to improve SOVA’s products and services, provided that Performance Information shall not include Customer Data or any personally identifiable information of any individual.
SOVA is a technology platform provider. SOVA does not review, monitor, moderate, verify, or manage Customer Content. Customer has sole control over what data is uploaded to the Software, and Customer assumes full and exclusive responsibility for all Customer Content.
Customer represents, warrants, and covenants that all Customer Content:
Customer shall not, and shall ensure that its Authorized Users do not, upload, submit, or transmit to the Software:
SOVA shall have no liability whatsoever for Customer Content, including the accuracy, completeness, legality, reliability, or appropriateness thereof. In the event SOVA becomes aware that Customer Content may violate applicable law or the rights of any third party, SOVA reserves the right to notify Customer and request prompt removal, and — if Customer fails to remove the offending content within forty-eight (48) hours — to suspend Customer’s access to the Software until the issue is resolved. Exercise of these rights shall not constitute a breach of this Agreement by SOVA.
In the event SOVA processes any Personal Information on behalf of Customer, SOVA shall, and shall cause its agents and Subprocessors that process such Personal Information to:
SOVA maintains a current list of Subprocessors at https://support.sovasystems.com/subprocessors. SOVA may engage new Subprocessors during the Trial Period to support the operation of the Software, provided that SOVA shall: (i) impose contractual obligations on each Subprocessor that are no less protective than those set forth in this Section 5; (ii) remain responsible for each Subprocessor’s compliance with such obligations; and (iii) update the public Subprocessor list to reflect any additions. Given the limited duration of the Trial Period, the advance-notice and objection rights customarily applied to Subprocessor changes under SOVA’s commercial agreements do not apply during the Trial Period; Customer’s remedy for any Subprocessor-related concern during the Trial Period is to terminate this Agreement under Section 13.
Customer acknowledges that SOVA’s operational support team includes personnel located outside the United States who assist with platform administration, support ticket triage, and routine system operations (the “Operational Team”). The Operational Team’s access to Customer’s environment is architecturally limited to operational functions and Customer’s organizational contacts, and does not include access to visitor records, incident reports, biometric data, lost-and-found claimant data, persons-of-interest records, tour run data, or other end-user personal information uploaded by Customer to the Software. All Operational Team personnel are bound by written confidentiality obligations consistent with this Agreement and operate under SOVA’s documented access-control policies.
SOVA’s then-current privacy practices are summarized at https://support.sovasystems.com/portal/en/kb/articles/sova-privacy. The contractual obligations of the Parties with respect to Personal Information are governed solely by this Agreement.
SOVA shall maintain industry-standard security safeguards designed to protect Customer Data and Personal Information during the Trial Period, including: (i) encryption of data in transit (TLS 1.2 or higher) and at rest (AES-256 or equivalent); (ii) access controls and authentication mechanisms based on least-privilege principles; (iii) network monitoring and intrusion detection systems; (iv) regular vulnerability assessments; and (v) documented incident response procedures.
Without limiting the foregoing, SOVA’s access controls enforce the architectural limits on Operational Team access described in Section 5.2 (Operational Personnel), such that Subprocessors and Operational Team members do not have access to end-user personal information uploaded by Customer to the Software.
SOVA shall use industry-standard tools to actively monitor for any attempted unauthorized access to, or use or disclosure of, Customer Data and shall promptly take all necessary actions upon discovery of any such attempt, including notifying Customer, investigating the cause, and cooperating with Customer on any legally required notifications.
Customer is responsible for installing the Software. SOVA is under no obligation to provide any Services under this Agreement unless the Parties otherwise mutually agree in writing. If the Parties agree upon Services to be performed during the Trial Period, SOVA retains all right, title, and interest in and to anything it develops or delivers in connection with performing such Services, including software, tools, specifications, ideas, concepts, inventions, processes, techniques, and know-how (collectively, “SOVA Retained Property”).
SOVA grants to Customer a non-exclusive, non-transferable, royalty-free, limited-term license to use the SOVA Retained Property during the Trial Period solely in conjunction with Customer’s use of the Software. This license terminates automatically upon expiration or termination of the Trial Period.
Except for the limited rights expressly granted pursuant to this Agreement, SOVA and its licensors own and retain all right, title, and interest, including all intellectual property rights, in and to the Software, the Services, and all SOVA Retained Property (collectively, “SOVA IP”). Customer acquires no intellectual property rights in or to the SOVA IP by virtue of this Agreement or Customer’s use of the Software.
The SOVA platform embodies valuable trade secrets and proprietary technology, including its user interface designs, workflow logic, report templates, dashboard layouts, data visualization methods, and system architecture (collectively, “SOVA Proprietary Elements”). Customer shall not, and shall not permit any third party to: (i) copy, reproduce, or create derivative works based on any SOVA Proprietary Elements; (ii) use knowledge of SOVA Proprietary Elements gained through access to the Software to develop, create, or commission any software or system competitive with any SOVA offering; or (iii) engage any third party to perform any of the activities described in clauses (i) or (ii) above.
Customer retains all right, title, and interest in and to Customer Data and any Customer Confidential Information. Nothing herein constitutes an assignment of any Customer Confidential Information to SOVA.
“Confidential Information” means any business or technical information that either Party discloses to the other — in writing, orally, or by any other means — that is designated, or that is reasonably expected under the circumstances to be, confidential or proprietary. The source code of the Software shall at all times be deemed SOVA’s Confidential Information, and all Customer Data shall at all times be deemed Customer’s Confidential Information, regardless of whether either is marked as such.
Except as otherwise permitted under this Agreement, neither Party shall use the other Party’s Confidential Information except as necessary to carry out its obligations hereunder. Each Party agrees to maintain and protect the other Party’s Confidential Information using at least the same degree of care as it uses for its own most confidential information, and in all events no less than reasonable care. Each Party shall disclose Confidential Information only to its employees, contractors, and advisors with a need to know who are bound by confidentiality obligations consistent with this Section.
The foregoing obligations do not apply to information that: (i) was or becomes publicly known through no fault of the receiving Party; (ii) was rightfully known to or independently developed by the receiving Party without use of the disclosing Party’s Confidential Information; (iii) is approved by the disclosing Party for unrestricted disclosure in a signed writing; or (iv) is required to be disclosed by court order or applicable law, provided the receiving Party gives reasonable prior notice and cooperates with the disclosing Party to seek confidential treatment.
Customer may in its sole discretion provide Feedback to SOVA during the Trial Period. If Customer does so, Customer hereby assigns to SOVA all right, title, and interest in and to such Feedback, limited to feedback specifically regarding the Software’s features, functionality, and performance. All Feedback is provided “as is” without any warranties of any kind. Customer retains all right, title, and interest in any pre-existing Customer IP that may be incidentally referenced in Feedback, and nothing in this paragraph shall be construed to assign such pre-existing Customer IP to SOVA.
SOVA shall defend, indemnify, and hold harmless Customer and its affiliates, officers, directors, and employees from and against any third-party claim, loss, cost, damage, liability, or expense (including reasonable attorneys’ fees) arising from: (i) any actual or alleged infringement of any third-party intellectual property rights based on the Software as provided by SOVA (unmodified and used in accordance with this Agreement); or (ii) any breach of SOVA’s data security obligations under this Agreement resulting in unauthorized access to or disclosure of Personal Information caused by SOVA’s failure to comply with Section 6.
SOVA’s indemnification obligations shall not apply to claims arising from: (a) Customer’s modification of the Software; (b) use of the Software in a manner not permitted by this Agreement; or (c) Customer’s combination of the Software with third-party products or services not reasonably contemplated by this Agreement.
Customer shall indemnify, defend, and hold harmless SOVA, its officers, directors, employees, agents, and affiliates from and against any and all third-party claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising from: (i) Customer Content, including claims that Customer Content is unlawful, infringes any third party’s rights, or violates any applicable law; (ii) Customer’s collection, use, storage, or processing of any regulated data categories (including biometric data, PHI, or payment card data) through the Software; (iii) Customer’s failure to comply with applicable surveillance, monitoring, or privacy laws in connection with its use of the Software; or (iv) any government investigation, regulatory proceeding, or third-party claim arising from the nature or legality of Customer Content.
A Party seeking indemnification shall: (i) promptly give the indemnifying Party written notice of the claim (delay shall not diminish the indemnifying Party’s obligations except to the extent such delay materially prejudices the indemnifying Party); (ii) give the indemnifying Party sole control of the defense and settlement (provided that no settlement may impose obligations on the indemnified Party without its prior written consent); and (iii) provide all reasonable cooperation, at the indemnifying Party’s cost.
SOVA represents and warrants that: (i) the Software will operate in material compliance with the Documentation during the Trial Period; (ii) SOVA’s technology shall not deliver any viruses, Trojan horses, worms, ransomware, or other malicious code; (iii) SOVA shall use commercially reasonable and industry-standard practices and technologies to protect Customer Data and Customer Confidential Information against unauthorized access, use, and disclosure; and (iv) all Services, if any, shall be performed by personnel with proper skill and training in a professional and workmanlike manner consistent with generally accepted industry standards.
Customer represents and warrants that: (i) Customer has the legal authority to enter into this Agreement and to grant the licenses herein; (ii) Customer’s use of the Software shall comply with all applicable laws and regulations; and (iii) all Customer Content complies with Section 4 of this Agreement.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11, THE SOFTWARE AND SERVICES (IF ANY) ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. SOVA EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
The following categories of claims are excluded from the General Liability Cap and are subject solely to the Aggregate Cap on Excluded Claims: (a) either Party’s indemnification obligations under Section 10; (b) either Party’s confidentiality obligations under Section 9; (c) either Party’s data privacy and protection obligations under Section 5; (d) any Breach of Personal Information or Customer Data; (e) claims arising from a Party’s gross negligence or willful misconduct; and (f) SOVA’s infringement of Customer’s intellectual property rights (collectively, “Excluded Claims”).
Except with respect to Excluded Claims, each Party’s total aggregate liability for direct damages arising out of or relating to this Agreement shall not exceed twenty-five thousand dollars ($25,000). Neither Party shall be liable for any consequential, special, indirect, incidental, or punitive damages.
SOVA’s total aggregate liability for all Excluded Claims shall not exceed one hundred thousand dollars ($100,000), except that this cap shall not apply to: (i) SOVA’s indemnification obligations for third-party intellectual property claims under Section 10.1; or (ii) liability arising from SOVA’s willful misconduct.
The Parties agree that the foregoing limitations reflect a reasonable allocation of risk given that the Software is provided at no charge for evaluation purposes only.
Unless otherwise terminated in accordance with this Section, this Agreement commences on the Effective Date and automatically terminates upon expiration of the Trial Period.
Either Party may terminate this Agreement if the other Party materially breaches this Agreement and such breach remains uncured for ten (10) business days following written notice. SOVA may immediately terminate this Agreement upon written notice if Customer: (i) breaches Sections 2, 8, or 9; (ii) poses a security risk to the Software or to SOVA’s other customers; or (iii) becomes the subject of any bankruptcy or insolvency proceeding. Customer may terminate this Agreement without cause upon written notice to SOVA.
Upon expiration or termination: (a) all rights granted herein automatically terminate; (b) SOVA will cease providing the Services; (c) Customer will immediately discontinue all use of the Software and SOVA IP and return (or at SOVA’s written direction, destroy) all such materials within five (5) business days; and (d) Customer shall, within five (5) business days, provide SOVA with written certification signed by an officer confirming compliance with the foregoing.
If Customer wishes to purchase a commercial license for the Software following the Trial Period, Customer must execute SOVA’s then-current commercial license agreement and pay applicable fees.
Upon termination or expiration of this Agreement, SOVA shall, within thirty (30) days: (i) cease all use of Customer Data; (ii) securely delete or destroy all copies of Customer Data in SOVA’s possession or control using cryptographically secure deletion methods; and (iii) upon Customer’s written request, provide written certification of such deletion or destruction.
Notwithstanding the foregoing, SOVA may retain Customer Data: (a) as required by applicable law or regulation, in which case SOVA shall notify Customer of the legal basis for such retention; and (b) in automated backup systems until such backups are overwritten in the ordinary course of business, provided that SOVA shall not access or use such retained data for any purpose.
SOVA may also retain Customer Data beyond the deletion period described above to the extent reasonably required to comply with applicable law or legal process, a litigation hold, or a regulatory investigation. SOVA shall provide Customer with notice of any such retention and its basis, except where prohibited by law.
Assignment. Neither Party may assign any of its rights or obligations under this Agreement without the prior written consent of the other Party (not to be unreasonably withheld). Any assignment in violation of this Section is void.
Amendments. No modifications or amendments to this Agreement shall be valid unless in writing and signed by duly authorized representatives of both Parties. Waivers of any provision shall be effective only if signed by the waiving Party.
No Waiver. The failure of either Party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
Independent Contractor. Nothing in this Agreement shall be construed as creating an employer-employee or agency relationship, a partnership, or a joint venture between the Parties.
Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the Parties’ original intent.
Anti-Corruption. Each Party represents and warrants that it has not and will not, in connection with this Agreement, make, offer, or authorize any payment or thing of value to any government official or political party in violation of the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010, or any other applicable anti-corruption law.
Export Compliance. Customer agrees to comply with all applicable U.S. export laws and regulations and assumes sole responsibility for obtaining any required export licenses.
Entire Agreement. This Agreement is the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. Customer’s purchase orders, terms and conditions, or other documents shall have no legal effect.
Notices. Notices must be given in writing and delivered by hand, commercial courier, or U.S. Mail to the address set forth in this Agreement, or by email to the address confirmed by the receiving Party. Notices sent by mail are deemed delivered three (3) business days after mailing; notices sent by email are deemed delivered upon confirmed receipt.
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall be valid and binding as originals.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.
In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, the Parties agree to first attempt resolution through good-faith negotiation for a period of thirty (30) days following written notice of the dispute. If the dispute cannot be resolved through negotiation, it shall be subject to the exclusive jurisdiction of the state and federal courts located in San Diego County, California. Each Party irrevocably consents to the personal jurisdiction of such courts and waives any objection based on forum non conveniens.
The following Sections shall survive any termination or expiration of this Agreement: Section 1 (Definitions), Section 3 (Customer Data, including the AI Training Restriction), Section 4 (Customer Content and Acceptable Use), Section 5 (Data Privacy and Protection, including Subprocessors and Operational Personnel), Section 7 (Services — SOVA Retained Property provisions), Section 8 (Intellectual Property), Section 9 (Confidentiality; Feedback), Section 10 (Indemnification), Section 12 (Limitations of Liability), Section 14 (Data Deletion), Section 15 (Miscellaneous), Section 16 (Governing Law and Dispute Resolution), and this Section 17.
If you have questions about this Agreement, please contact:
SOVA Systems, LLC
Attn: Legal
PO Box 600063
San Diego, CA 92160
Email: legal@sovasystems.com
Phone: +1 844-961-3690