LAST UPDATED: April 07, 2023

Welcome to the SOVA website, an online service designed and offered by SOVA Systems, Inc.  and/or its subsidiaries and affiliates (referred to as "SOVA", "we", "our", or "us") for our clients. This End User Agreement explains our obligations as a service provider and your obligations as a User of SOVA or our Services, as those terms are defined below. IT IS IMPORTANT THAT YOU READ THIS AGREEMENT CAREFULLY. This Agreement is a legal agreement between you and SOVA. By accepting electronically (for example, clicking "I Agree"), installing, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then you may not use the Services.

This Agreement includes a binding mutual arbitration provision (“Arbitration Provision”) in Section M., which requires that disputes be resolved through individual arbitration.

A. GENERAL TERMS

1. AGREEMENT

This Agreement describes the terms governing your use of the SOVA online services provided to you on this website, including content, updates and new releases, (collectively, the "Services"). It includes by reference:

• SOVA's Services Privacy Policy  provided to you in the Services available on the website or provided to you otherwise.
  
• Additional Terms and Conditions, which may include those from third parties.
  
• Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, data processing agreements, etc.
  

You must be at least 18 years of age to use our Services. By accessing or using our Services you agree that:

• You can form a binding contract with SOVA;
  
• You are not a person who is prohibited from receiving the Services under the laws of the United States, or any other applicable jurisdiction; and
  
• You will comply with this Agreement and all applicable local, state, national, and international laws, rules, and regulations, including applicable trade regulations.
  

2. YOUR RIGHTS TO USE THE SERVICES

2.1. The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by SOVA. SOVA reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations, data limits, and otherwise comply with this Agreement, SOVA grants to you a personal, limited, nonexclusive, nontransferable right and license to use the Services.

2.2. You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:

• Provide access to or give any part of the Services to any third party.
  
• Reproduce, modify, copy, sell, trade, lease, rent, or resell the Services.
  
• Decompile, disassemble, or reverse engineer the Services.
  
• Make the Services available on any file-sharing or application hosting service.
  

2.3. This Services are not intended for use by the United States federal government or other entities utilizing federal appropriated funds to acquire a license to the Services (collectively "Federal Users"). A license for use by Federal Users is not granted and any such usage is prohibited. In the event any Federal User should purport to acquire a license to the Software, such license is hereby nullified and declared void and no contract between SOVA and a Federal User shall result from such purported acquisition. SOVA reserves the right in its sole discretion: (i) to cancel any Services order placed by a Federal User (either directly from SOVA or from any third party) at any time, including but not limited to, after such Software has been provided to the Federal User at issue, and (ii) to restrict such Federal User's access or use of the Services.

3. PAYMENT AND TAXES.  For Services offered on a payment or subscription basis, the following terms apply if you are the User paying for the Services, unless SOVA or its third party affiliate notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:

1. Payments will be billed to you in U.S. dollars or other currencies which may be made available (plus any and all applicable taxes), and your account will be debited (including any applicable taxes) when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.
   
2. You must pay with one of the following:
   
   1. Sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or
      
   2. By another payment option SOVA provides to you in writing.
      
3. If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.
   
4. If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of the Services, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
   
5. SOVA will automatically renew your monthly, quarterly, or annual Services at the then-current rates, unless the Services subscription are cancelled or terminated under this Agreement.
   
6. Additional cancellation or renewal terms may be provided to you on the website for the Services.
   

4. USE WITH YOUR MOBILE DEVICE

Mobile access to the Services requires an active subscription, internet access, and may not be available for all mobile devices or telecommunication providers. You will need to check the Services website to ensure your mobile device and telecommunications provider is compatible with the Services. SOVA is not obligated to provide a compatible version of the Services for all mobile devices or telecommunication providers, which are subject to change by SOVA at any time with reasonable notice to you. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.

SOVA MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:

1. THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;
   
2. ANY LOSS, DAMAGE, OR SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND
   
3. ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.
   

5. YOUR PERSONAL INFORMATION.  You can view SOVA's Services Privacy Policy provided with the Services and on the website for the Services. You agree to the applicable SOVA Services Privacy Policy, and any changes published by SOVA. You agree that SOVA may use and maintain your data according to the SOVA Services Privacy Policy, as part of the Services. You give SOVA permission to combine identifiable and non-identifiable information you enter or upload to the Services with that of other users of the Services and/or other SOVA services. For example, this means that SOVA may use your and other users' non-identifiable, aggregated data to improve the Services or to design promotions and provide ways for you to compare business practices with other users. SOVA is a global company and may access or store personal information in multiple countries, including countries outside of your own country to the extent permitted by applicable law.

5.1.  California Consumer Privacy Act.  For the purposes of the California Consumer Privacy Act ("CCPA"), SOVA shall be considered a Business and/or Third Party, as applicable. Where SOVA acts as a Third Party, you represent, warrant and covenant that all Personal Information provided or otherwise made available to SOVA is done so in compliance with applicable law, and that it has provided all necessary and appropriate notices and opt-outs, and otherwise has all necessary and appropriate rights, to enable SOVA to (i) share any and all Personal Information you provided with any SOVA company, including SOVA Systems Inc. and any parent, subsidiary, affiliate, or related company of SOVA (collectively, the "SOVA Family Companies"), and (ii) use any such Personal Information in connection with any and all SOVA Family Companies' internal operations and functions, including, but not limited to, improving such SOVA Family Companies' products and/or services, operational analytics and reporting, internal financial reporting and analysis, audit functions and archival purposes. Notwithstanding the foregoing, the parties agree that the sharing of Personal Information between SOVA Family Companies does not constitute a "sale" of such Personal Information under the CCPA. Capitalized terms in this paragraph have the meanings given those terms under the CCPA.

6. CONTENT AND USE OF THE SERVICES

6.1.  Responsibility for Content and Use of the Services

1. Content includes any data, information, materials, text, graphics, images, music, software, audio, video, works of authorship of any kind, that are uploaded, transmitted, posted, generated, stored, or otherwise made available through the Services ("Content"), which will include without limitation any Content that account holders (including you) provide through your use of the Services. By making your Content available through your use of the Services, you grant SOVA a worldwide, royalty-free, non-exclusive license to host and use your Content. Archive your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. SOVA is not responsible for any of your Content or data that you submit through the Services.
   

6.2.  Restricted Use of the Services.

6.2.1. You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in, promote or transmit any of the following, including but not limited to:

1. Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that is excessively violent, incites or threatens violence, encourages would encourage "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;
   
2. Content that would impersonate someone else or falsely represent your identity or qualifications, or that may constitute a breach of any individual's privacy; is illegally unfair or deceptive, or creates a safety or health risk to an individual to the public;
   
3. Except as permitted by SOVA in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
   
4. Virus, Trojan horse, worm or other disruptive or harmful software or data; and
   
5. Any information, software or Content that you do not own or have the right to use which is not legally yours and without permission from the copyright owner or intellectual property rights owners thereof.
   

6.2.2. You shall not, and shall not permit any users of the Services or any other party to, engage in, solicit, or promote any activity that is objectionable or may be illegal, violates the rights of others, is likely to cause notoriety, harm or damage to the reputation of SOVA or could subject SOVA to liability to third parties, including: (i) unauthorized access, monitoring, interference with, or use of the Services or third party accounts, data, computers, systems or networks; (ii) interference with others' use of the Services or any system or network, including mail bombing, broadcast or denial of service attacks; (iii) unauthorized collection or use of personal or confidential information, including phishing, pharming, spidering, and harvesting; (iv) viewing or other use of any Content that, in SOVA's opinion, is prohibited under this Agreement; (v) any other activity that places SOVA in the position of fostering, or having potential or actual liability for, illegal activity in any jurisdiction; or (vi) attempting to probe, scan, penetrate or test the vulnerability of an SOVA system or network or to breach SOVA's security or authentication measures, whether by passive or intrusive techniques. SOVA reserves the right to not authorize and may terminate your use of the Services based on reasonable suspicion of your activities, business, products or services that are objectionable or promote, support or engage in any of the restricted uses described above.

You shall have no right, title or interest in and to the Service or Software, which rights of ownership will always be held by SOVA.

You acknowledge that the Service is not intended for permanent storage and agree not to use the Service for general archiving or back-up purposes. You also agree not to store "critical" data on the Service, including without limitation data pertaining to power generation, military or national security, or any function to sustain or rescue the health or well-being of any person.

6.3.  Community forums.  The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public. SOVA does not support and is not responsible for the Content in these community forums. Please use respect when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which SOVA is not responsible.

6.4.  SOVA may freely use feedback you provide.  You agree that SOVA may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant SOVA a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to SOVA in any way.

6.5.  SOVA may monitor your Content.  SOVA may, but has no obligation to, monitor access to or use of the Services or Content or to review or edit any Content for the purpose of operating the Services, to ensure compliance with this Agreement, and to comply with applicable law or other legal requirements. We may disclose any information necessary to satisfy our legal obligations, protect SOVA or its customers, or operate the Services properly. SOVA, in its sole discretion, may refuse to post, remove, or refuse to remove, or disable any Content, in whole or in part, that is alleged to be, or that we consider to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

7. ADDITIONAL TERMS

7.1.  We may tell you about other SOVA services.  You may be offered other services, products, or promotions by SOVA ("Other Services"). Additional terms and conditions and fees may apply. With some Other Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet. You grant SOVA permission to use information about your business and experience to help us to provide the Other Services to you and to enhance the Services. You grant SOVA permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. You also grant SOVA permission to share or publish summary results relating to research data and to distribute or license such data to third parties.

7.2.  Communications.  SOVA may be required by law to send Communications to you that may pertain to the Services or third party products and the use of information you may submit to us. Additionally, certain third party services you choose may require Communications with third parties who administer these programs. You agree that we and others who administer such services (as applicable), may send Communications to you by email and/or may make Communications available to you by posting them at one or more of our sponsored websites, such as  https://sovasystems.com . You consent to receive these Communications electronically. The term "Communications" means any notice, record, agreement, or other type of information that is made available to you or received from you in connection with the Services or third party services. We may also send Communications to you using the means listed below.

1. The decision whether to do business electronically is yours, and you should consider whether you have the required hardware and software capabilities described below. Your consent to do business electronically and our agreement to do so covers all transactions you conduct through the Services.
   
2. In order to access and retain an electronic record of Communications, you will need: a computer, a monitor, a connection to an Internet service provider, Internet browser software that supports 128-bit encryption, PDF reader, and an email address. As applicable, by selecting the "I Accept" button, you are confirming to us that you have the means to access, and to print or download, Communications. We do not provide ISP services. You must have your own Internet service provider.
   
3. If you later decide that you do not want to receive future Communications electronically, please notify us by email at info@sovasystems.com . If you withdraw your consent to receive Communications electronically, we may terminate your use of the Services.
   
4. You agree to notify us promptly of any change in your email address. You can do so by logging into the SOVA website using the URL provided then edit your profile by clicking your name at the top right. By providing us your telephone number (including a wireless/cellular telephone), you consent to receiving calls from SOVA at that number and/or SMS messages such as one time passwords (OTP).
   

7.4.  You will manage your passwords and accept updates.  You are responsible for securely managing your password(s) for the Services and to contact SOVA if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.

8. DISCLAIMER OF WARRANTIES

8.1. YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOVA, ITS AFFILIATES, AND ITS AND THEIR THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY,"SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OF CONTENT IN OR LINKED TO THE SERVICES. SOVA AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

8.2. SOVA, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

9. LIMITATION OF LIABILITY AND INDEMNITY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS OR THE SERVICES AGREEMENT(S) TO THE CONTRARY. THE ENTIRE LIABILITY OF SOVA, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, SOVA, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET SOVA SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF SOVA AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF SOVA, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.

You agree to indemnify and hold SOVA and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). SOVA reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by SOVA in the defense of any Claims.

10. CHANGES.  We reserve the right to modify this Agreement, in our sole discretion, at any time. Such modifications may be posted through the Services, on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. It is important that you review this Agreement whenever we modify it because your continued use of the Services indicates your agreement to the modifications.

11. TERMINATION.  SOVA may, in its sole discretion and without notice, restrict, deny, terminate this Agreement or suspend the Services, related or other Services, effective immediately, in whole or in part, if we determine that your use of the Services violates the Agreement, is improper or substantially exceeds or differs from normal use by other users, raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues, to protect the integrity or availability of the Services or systems and comply with applicable SOVA policy, or if you no longer agree to receive electronic communications, or if your use of the Services conflicts with SOVA's interests or those of another user of the Services. Upon termination, you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect SOVA's rights to any payments due to it. SOVA may terminate a free, trial, or demo account at any time. Sections 2.2, 3 through 15 will survive and remain in effect even if the Agreement is terminated.

12. EXPORT AND TRADE RESTRICTIONS.  You acknowledge that the Services, its related website, online services, and other SOVA Services, including the mobile application, delivered by SOVA are subject to restrictions under applicable U.S. export control laws, including US trade embargoes and sanctions and security requirements, and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export any part of the Services, in violation of these laws and regulations, directly or indirectly.

13. GOVERNING LAW.  California state law governs this Agreement without regard to its conflict of laws provisions.

14. DISPUTES.  ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE SERVICES OR THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply California law to all other matters. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND SOVA ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.

To begin an arbitration proceeding, send a letter requesting arbitration and describing your claim to SOVA, in care of our registered agent Corporation Service Company, 2711 Centerville Road, Wilmington, DE 19808. Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA's rules, which are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees and costs will be governed by the AAA's rules. SOVA will not seek its attorneys' fees or costs in arbitration unless the arbitrator determines your claims or defenses are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. This Section 14 shall survive expiration, termination or rescission of this Agreement.

15. GENERAL.  This Agreement, including the Additional Terms below and all services agreements, attachments, exhibits, and scheduled annexed thereto, is the entire agreement between you and SOVA regarding its subject matter and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. Any license of SOVA software or purchase of SOVA services and support are made pursuant solely to the terms and conditions of this Agreement. Notwithstanding the content of any purchase order, sales order, sales confirmation, or any other printed or pre-printed document relating to the subject matter herein, the terms and conditions contained in this Agreement shall take precedence over any contract or other document between you and SOVA, and shall be incorporated by reference into any subsequent purchase order, sales order, or contract, and any conflicting, inconsistent, or additional terms and conditions contained therein shall be null and void.If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You may not assign or transfer ownership of this Agreement to anyone without written approval of SOVA. However, SOVA may assign or transfer this Agreement without your consent to (a) an affiliate, (b) a company through a sale of assets by SOVA or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact SOVA via an email to: legal@sovasystems.com.

April 2023 SOVA Web and SOVA Mobile

B. ADDITIONAL TERMS AND CONDITIONS FOR SOVA Web and SOVA Mobile

Your use of the following Services provided by SOVA are subject to the General Terms of Service above and these Additional Terms and Conditions. These Additional Terms and Conditions will prevail over any conflict or inconsistency with the General Terms of Service.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions as its authorized representative, in which case the terms "you" or "your" will refer to such entity and its affiliates as well as you. If the legal entity that you represent does not agree with these terms and conditions, you must not accept this Agreement, register, and use or access the Services as an authorized representative.

1. SERVICES.  Each of the following products and services are referred to in this Agreement as a "Service" and together as the "Services":

1.1.  SOVA Web.  SOVA Web ( "SW" ) is an online security management solution for businesses to perform activities and reporting through an online account (each a  "SW Account" ). Each SW Account may only be used to support one business.

1.2.  SOVA Mobile .  SOVA Mobile ( "SM" ) is a mobile app or Internet-based service which permits the processing, retrieval, and transmission of transaction data submitted by you through an online account ("SW Account") pursuant to the terms of this Agreement and the SOVA Data Processing Agreement . Each SM Account may only be used to support one business.

1.3.  Modification to Services.  We have the right, in our sole discretion, to revise, update, or otherwise modify the Services or alter your access to the Services; and for material changes, to the extent reasonably possible, we will provide you with reasonable notice either posted on the website hosting the Services or to the Administrator's (as defined below) email address. Note that we may modify the amount of storage space you have through the Services and the number of times (and the maximum duration for which) you may access the Services in a given period of time. In the event we need to maintain the security of the system or comply with any laws or regulations, we reserve the right to modify the Services immediately, and to provide the Administrator with electronic or written notice within thirty (30) days after any material modifications. You may reject any changes to the Services by discontinuing use of the Services to which such changes relate. Your continued use of the Services will constitute your acceptance of and agreement to such changes.

2. USERS.

2.1.  Types of Users.  The Services allow the following types of access and user rights: When you initially register for and create an account for a Service, you are, or a party that you authorize is, the Property administrator (" Property Admin  "). Administrators may authorize additional individuals to access the Services through the same account (" Property Users ", or " Non-Security Users "). The number of Additional Users may be limited based upon the subscription you purchase as outlined in an applicable Order Form. Additional Users may include, for example, your employees, IT manager, contractors, agents, and clients. You may be referred to in this Agreement as "you", "your", or "User", or you may be referred to specifically in your applicable role as an Property Administrator, a Property User or a Non-Security User. All Users will be required to accept this Agreement before accessing the Services. With respect to each SW or SM Account you access, you agree to these terms as an Property Administrator, a Property User or a Non-Security User, as applicable. As any User of the Services, unless otherwise explicitly stated in this Agreement, all of these terms apply to you each time you access the Services.

2.2.  For Property Administrators.  As an Administrator, the following applies to you: Only Property Administrators may designate another individual as a replacement Property Administrator. A Property Administrator can also designate another user as a Property Administrator, having the same access rights and permissions. You agree that Additional Users are SOVA customers, but that you as a Property Administrator are responsible for your Additional Users' access to the Services. Depending on the types of access rights you grant to Additional Users, Additional Users may be able to delete, copy, or view the Content and data accessible in your account and add charges to the subscription. As an Administrator, you are responsible for the access to the Services you grant to Additional Users. If you choose to close or terminate your access to a Service, Additional Users will no longer be able to access such Service or any of the Content within such Service. You agree to provide sufficient notice to Additional Users of your desire to terminate access to the Services before taking such actions. A violation of any terms of this Agreement by an Additional User may result in the termination of an Administrator's or any Additional User's access to the Services.

2.3.  For Additional Users.  As an Additional User, the following applies to you: When you register to access an account for which you are not an Administrator, you understand that you are accessing the Service as an Additional User and you may not have the same level of access or the same rights as an Administrator. Depending on the types of rights you are granted by the Administrator, you may be able to delete, copy, or view other User's Content and data. Please make sure that you have an agreement with the Administrator about your role and rights. If an Administrator chooses to close or terminate access to a Service, you, as an Additional User, will no longer be able to access such Service or any of the Content within such Service. As an Additional User, you understand that if you violate this Agreement, your access to our Services may be terminated, and we retain the right to also terminate access for any other Users of the same account.

3. USAGE LIMITS

3.1.  SM Limits.  SM may limit usage for some features based upon the subscription you purchased. These features may include, without limitation, a count of Billable Devices.

3.1.1.  Devices.  Billable Devices included with each subscription currently are according to the then current Order Form. The Billable Devices are subject to change upon reasonable notice.

3.2.  SW Limits.  SW may limit usage for some features based upon the subscription you purchased. These features may include, without limitation, a count of Billable Users, or access to optional modules such as Equipment Management, Lost and Found, Package Processing, Persons of Interest, and Visitor Management as well as any future optional module we make available in the Services.

3.2.1.  Users.  Billable Users included with each subscription currently are according to the then current Order Form. The Billable Users are subject to change upon reasonable notice.

3.3.  Deactivation/ Cancellation When Exceeding Usage Limits.  If at any time you exceed the usage limits for the subscription you purchased, we reserve the right to immediately deactivate or suspend your subscription and terminate access to the Services and to your data without notice. If your account is deactivated, you will not be charged further for your subscription, however, you will not be entitled to any proration of fees or refunds for unused subscriptions. We reserve the right to maintain your data in a read-only format for purposes of reviewing historical activity, which you may have access to view for up to 12-months after deactivation. This is subject to change without notice.

3.4.  Downgrade.  If you choose to downgrade to an SW or SM plan with a lower usage limit, you will not be able to complete the downgrade until your company is under the new SW or SM plan's usage limits. For example, if you try to downgrade from 10 Billable Devices to 5, you would need to deactivate/deprovision 5 mobile devices before you can complete the downgrade. If downgrading and removing access to an optional module, like Lost and Found or Equipment Management, SW will maintain the inactive data in a read-only format for purposes of reviewing historical activity.

3.5.  Reactivating Subscriptions.  If you cancel your SW or SM subscription or are deactivated due to nonpayment or because you have exceeded the usage limits for the subscription, you may choose to reactivate your subscription(s). If you choose to reactivate your subscription(s) you will be required to reduce the Billable Users or Billable Devices within the plan's usage limits in order to reactivate the subscription. When you make optional modules inactive, SW will maintain the inactive data in a read-only format for purposes of reviewing historical activity.

4. SUBSCRIPTION.

4.1.  Payment for Services.  The Services are licensed on a monthly or yearly subscription basis to the User that pays for the Service. As the Administrator, you may choose whether you or another User pays for the license. Please review all of the details of the subscription that you purchase; some subscriptions provide access to one Service and others provide access to more than one Service.

4.2.  Subscription Cancellation.  The Administrator may notify us if he or she wants to cancel the subscription prior the beginning of the new subscription period. In the event that SOVA is unable to charge a User's chosen payment method in accordance with this Agreement, we may terminate this Agreement and access to the Services immediately, without notice. If you stop using the Services, SOVA has fulfilled your subscription term. Fees for the Services are not eligible for any proration of unused subscriptions or refunds, even if access to the Services is cancelled or terminated. After your access to the Services is terminated, you may no longer have access to any of the data or Content in the Services. We suggest you retain your own copies of any data or Content that you may need as SOVA is not responsible for providing you with access to your Content or the Services after any cancellation or termination of this Agreement.

5. TRIAL VERSIONS AND BETA FEATURES.

5.1.  Trial Version.  You may be offered a trial version of the Services provided by SOVA and/or its affiliates or trial versions for products or services through independent parties. If you registered for a trial use of the Services or any third party trial services ("Trial Period"), you must decide to purchase a license to the Services within the Trial Period in order to retain access to any Content or data provided or created during the Trial Period.  If you do not purchase a license to the Services by the end of the Trial Period, your content will no longer be available to you, and you will be solely responsible for compliance of your tax payment and filing obligations, as applicable to you. To be very clear, after using the Services during the Trial Period, if you decide not to purchase the Services, you will not be able to access or retrieve any of the data or Content you added to or created with the Services during the trial and we will not be responsible for any tax payments and filing obligations.

5.2.  Beta Features.  From time to time, SOVA may, at its sole discretion, include new or updated beta features in the Services (" Beta Features "). Beta Features may have associated fees, which will be disclosed to you at the time you choose to use the Beta Features. We understand that your use of any Beta Feature is voluntary. You understand that once you use a Beta Feature, you may be unable to revert back to a prior non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Feature back to the prior non-beta version. The Beta Features are provided on an "as is" basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. You acknowledge and agree that all use of any Beta Feature is at your sole risk.

6. DATA.

6.1.  SW Personal Data.  If you are providing data to us that is not personal to you, you agree that you have either provided the owner of such personal data notice or received permission from the owner of such personal data, as required by applicable law, for us to: (a) use or disclose the data in accordance with our Services Privacy Policy, (b) move the data outside of the country of residence of such owner of the personal data, if applicable, (c) provide the data to Third Party Products that you approve, and (d) otherwise use and disclose the data in accordance with this Agreement. You acknowledge and agree that SOVA may provide data in your account to any Additional Users to which that data is applicable or personal to.

6.2.  SM Personal Data.  You represent and warrant to SOVA that:

1. You will provide appropriate notice and have obtained (or will obtain) all consents and rights necessary for us to Process the Personal Information in accordance with this Agreement and the  SOVA Data Processing Agreement  and  Services Privacy Policy ;
   
2. If you are providing Personal Information to us that is not personal to you, you agree that you have either provided the Data Subject notice or received permission from the Data Subject and have the appropriate legal basis, as required by applicable law, for us to:
   
   1. use, and/or disclose personal information in accordance with the SOVA Data Processing Agreement ;
      
   2. move the data outside of the country of residence of such owner of the personal data, if applicable, pursuant to the SOVA Data Processing Agreement  and the Services Privacy Policy ;
      
   3. provide the Personal Information to Third Party Products that you approve; and
      
   4. otherwise use and disclose the Personal Information in accordance with this Agreement and the SOVA Data Processing Agreement.
      
3. If there is any discrepancy between this Agreement and the SOVA Data Processing Agreement with respect the collection, use, and/or disclosure of Customer Data (as defined in the SOVA Data Processing Agreement), the SOVA Data Processing Agreement will control.
   

6.3.  Public Content.  As a User you may have the opportunity to share your data, Content, or ways in which you aggregate data ( "Account Content" ) with other Users, other SOVA customers, and other third parties. When sharing any Account Content, you agree not to share any confidential information. If you have the option of accessing another User's Account Content, you understand and agree that the Account Content is being provided by the User, and not SOVA, for information and guidance purposes only, and SOVA and such User are not responsible in any way for your use the Account Content.

6.4.  Telephone numbers.  You may provide us with your telephone number as part of your customer record or registration or via other methods. You understand and agree that SOVA may use your telephone number for "multi-factor authentication" ("MFA"), to confirm your identity and help protect the security of your account. Part of the MFA identity verification process may involve SOVA sending text messages containing security codes to your telephone number. You agree to receive these texts from SOVA containing security codes as part of the MFA process. In addition, you agree that SOVA may send automated text messages and pre-recorded voice messages to the telephone number you provide for other limited purposes, including: providing you with important critical notices regarding your use of the Services, or fulfilling a request made by you through the Services. Additionally, SOVA may use your telephone number to contact you about special offers or other SOVA or third party products or services unless you opt out of such marketing. For product support and mobile app downloads, message and data rates may apply. For support contact us at 844-961-3690. Supported carriers include AT&T, Verizon Wireless, T-Mobile®, Metro by T-Mobile, Sprint, Boost (DISH Wireless L.L.C), Virgin Media, and others. Mobile carriers are not liable for delayed or undelivered messages. With MFA, you also agree and consent to us obtaining and using information from your mobile phone service provider, solely for the purposes of verifying your identity and to compare information you have provided to SOVA (such information may include data from your mobile phone service provider account record: your name, address, email, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other mobile phone subscriber details).

7. OTHER PRODUCTS AND SERVICES.

7.1.  Third Party Products.  By using these Services, you agree that we may market to you or offer you access to products or services from third parties  ("Third Party Products") . If you decide to use or access any Third Party Products, you agree that you are solely responsible for your relationship with the provider of the product. SOVA is not affiliated with Third Party Products and does not endorse or recommend any Third Party Products. You agree that the providers of the Third Party Products, and not SOVA, are solely responsible for their own actions or inactions. SOVA is not liable for any damages, claims or liabilities arising out of or related to any Third Party Products. You agree that you will (a) review and comply with all Third Party Product terms and conditions, and (b) not use the Third Party Product in any manner that would infringe or violate the rights of SOVA or any other party or in furtherance of criminal, fraudulent or other unlawful activity.

7.2.  Data Transfer Service.

1. We may provide you with the opportunity to transfer your data and Content from the Services to certain supported online Third Party Products or other online SOVA services (the  "Ancillary Services" ) that you sign up for or use in connection with the Services (the  "Data Transfer Service" ). You may need to be an active subscriber of the Third Party Product or Ancillary Services to use the Data Transfer Service. In order to access a Third Party Product or an Ancillary Service on your behalf to provide the Data Transfer Service, you may need to provide us with your account number, password, security questions and answers, and any other necessary log in information from time to time ( "Login Details" ). We will maintain your Login Details in encrypted form, and will only use them in connection with the Data Transfer Service or otherwise at your direction. You hereby represent that you have the authority to provide the Login Details to SOVA and you expressly appoint SOVA as your, or the third party who owns the Login Details', agent with limited power of attorney to access any Third Party Products or Ancillary Services on your behalf. With respect to each Data Transfer Service, you grant SOVA the right to transfer data to the Third Party Product or Ancillary Service, and to reformat and manipulate the data as reasonably necessary for the data to function with such product or service. After the transfer occurs, the original data and Content will remain in the Services unless we disclose to you otherwise.
   


2. You agree that you will (a) review and comply with all Third Party Product or Ancillary Service terms and conditions before you access the Data Transfer Service, and (b) not use the Data Transfer Service in any manner that would infringe or violate the rights of SOVA or any other party, or in furtherance of criminal, fraudulent or other unlawful activity. Depending on the Third Party Product or Ancillary Service you choose, you further agree and acknowledge that your data, including your financial or personal information, may be transferred through the Data Transfer Service to another country where security and privacy controls may not be adequate for data protection. We do not guarantee that you will be able to use the Data Transfer Service with any specific products or services. You will only have access to the Data Transfer Services during the period for which you have paid for a subscription (as applicable). Third Party Products may make changes to their websites, with or without notice to us, that may prevent or delay the overall performance of the Data Transfer Service.
   

7.3.  Data Receipt Service.

1. We may provide you with the opportunity to transfer certain data from a Third Party Product or an Ancillary Service to these Services (the  "Data Receipt Service" ). You may need to be an active subscriber of the Third Party Product or Ancillary Services to use the Data Receipt Service. In order to access a Third Party Product or an Ancillary Service on your behalf, you may need to provide us with your Login Details. We will maintain your Login Details in encrypted form, and will only use them in connection with the Data Receipt Service or otherwise at your direction. You hereby represent that you have the authority to provide the Login Details to SOVA and you expressly appoint SOVA as your, or the third party who owns the Login Details', agent with limited power of attorney to access any Third Party Products or Ancillary Services and retrieve data on your behalf. With respect to each Data Receipt Service, you grant SOVA the right to transfer data to the Services, and to reformat and manipulate your data as reasonably necessary for the data to function with the Services. After the transfer occurs, your original data and Content may not remain in the Third Party Product or the Ancillary Services; please review the terms of those products and services to confirm.
   
2. You agree that you will (i) review and comply with all Third Party Product and Ancillary Service terms and conditions before you access the Data Receipt Services, and (ii) not use the Data Receipt Services in any manner that would infringe or violate the rights of SOVA or any other party, or in furtherance of criminal, fraudulent or other unlawful activity. In the event that any Third Party Product charges for access to data, you agree that you are responsible for any fees due and owing. You agree that the providers of the Third Party Products, and not SOVA, are solely responsible for their own actions or inactions. SOVA is not liable for any damages, claims or liabilities arising out of or related to any Third Party Products.
   
3. We do not guarantee that you will be able to use the Data Receipt Service with any specific products or services. You will only have access to the Data Receipt Services during the period for which you have paid for a subscription (as applicable). Third Party Products may make changes to their websites, with or without notice to us, that may prevent or delay aggregation of data or the overall performance of the Data Receipt Service. Your most recent data from a Third Party Product or Ancillary Service may not always be available in the Services. Any data obtained through the Data Receipt Service will be made available in the Services, and will be subject to the terms and conditions of this Agreement, including our Privacy Policy.
   

7.4.  Third Party Code.  The Services use various open source technologies ( "Third Party Code" ), which is subject to additional license terms, which can be found in our Open Source Attribution page. You agree that you (a) will use the Third Party Code only as an integral component of the Services; (b) will not use the Third Party Code for development, compilation, debugging and similar design-time purposes; (c) will not reverse-compile or decompile, analyze, reverse-engineer, reverse-assemble or disassemble, unlock or otherwise attempt to discover the source code or underlying algorithms of the Third Party Code or attempt to do any of the foregoing in relation to the object code of the Third Party Code; and (iv) will not modify, adapt, translate or create any derivative works of the Third Party Code or merge the Third Party Code into any other software.

7.5.  Service Providers.  We may use third parties in the operation of our Services or to perform any of our obligations in this Agreement (each a  "Sub-processor" ). In order for our Service Providers to be able to provide you with certain aspects of the Services, we may share a limited amount of your data or Content with such Service Provider. Our agreements with Service Providers outline the appropriate use and handling of this information and prohibit the Service Provider from using any of your information for purposes unrelated to the Services. You can review a list of our current Sub-processors here.

8. COMMUNICATION SERVICES.  We may provide you with the opportunity to communicate with other Users within the Services, or with other third parties through the Services ( "Communication Services" ). You may choose whether or not you would like to use the Communication Services. You agree that you have received permission to communicate with any third parties who are not Users through the Communication Services, and that such third parties have agreed to SOVA's use and disclosure of data available in the Communication Services in accordance with this Agreement. Users who you communicate with may have access in the future to the data provided through the Communication Services, and you may not have the ability to restrict that access. SOVA's systems may extract certain data (e.g., numbers, names, or attachments) from the Communication Services and provide it to you in other parts of the Services

9. SW ONLINE NOTIFICATION AND DISCLAIMER

9.1. SOVA will provide you with account-related notifications due to inaction on the account, confirmation of information and reminders. These notifications will be sent to the email address you have provided as your primary email address when you register for the Communication Services. Anyone with access to your email will be able to view the content of these notifications.

9.2. You understand and agree that any notifications provided to you through SW may be delayed or prevented by a variety of factors. SOVA does its best to provide notifications in a timely manner with accurate information. However, we neither guarantee the delivery nor the accuracy of the content of any notification. You also agree that SOVA shall not be liable for any delays, failure to deliver, or misdirected delivery of any notification; for any errors in the content of a notification; or for any actions taken or not taken by you based on reliance on a notification.

10. APPLE REQUIREMENTS.  If you downloaded the SOVA mobile app from the Apple iTunes Store the following apply:

10.1. Acknowledgement: You acknowledge that this Agreement is between you and SOVA only, and not with Apple, and SOVA, not Apple, is solely responsible for the Services and the content thereof.

10.2. Scope of License: The license granted to you for the Services is a limited, non-transferable license to use the Services on an iOS product that you own or control and as permitted by the Usage Rules set forth in the Apple iTunes App Store Terms of Service.

10.3. Maintenance and Support: SOVA and not Apple is solely responsible for providing any maintenance and support services with respect to the Services. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services.

10.4. Warranty: SOVA is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Services to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Services in the Apple iTunes App Store to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Services, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be SOVA's sole responsibility, as between SOVA and Apple.

10.5. Product Claims: SOVA, not Apple, is responsible for addressing any user or third party claims relating to the Services or the user's possession and/or use of the Services, including, but not limited to: (a) product liability claims; (b) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.

10.6. Intellectual Property Rights: You acknowledge that, in the event of any third party claim that the Services or your possession and use of the Services infringes that third party's intellectual property rights Apple will not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

10.7. Legal Compliance: You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

10.8. Developer Contact Info: Direct any questions, complaints or claims to: SOVA Systems, PO Box 600063 San Diego, CA 92160.

10.9. Third Party Beneficiary: You acknowledge and agree that Apple and Apple's subsidiaries are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement against you as a third party beneficiary thereof.

April 2023