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Terms of Service

Version: 2.1

Effective Date: September 28, 2026

Last Updated: September 28, 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:

•     these Terms;

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

•     any documentation or supplemental terms referenced in these Terms or an applicable Order (other than the Privacy Policy), including plan descriptions, any support or service policies, and any data processing agreement the parties execute separately (a “DPA”) (collectively, the “Documentation”), all of which are incorporated into the Agreement by reference.

The Innovique Privacy Policy describes how we collect and use personal information. It is a notice of our practices and is not part of the Agreement. Poardal Software Inc. does not currently offer a standalone DPA; unless and until the parties execute one, Section 7.4 states the terms on which we process personal information in Customer Data on Customer’s behalf.

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. When you create an account, you accept the Agreement by ticking the box on the sign-up form, and we record when you did so and which version of these Terms was then in force. 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, except that a DPA, where the parties have executed one, shall control with respect to the processing of personal information 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. The Service is offered for business and professional use, and only to Customers in Canada and the United States. By using the Service, you represent and warrant that:

•     You are at least 16 years of age and, if you are the Customer or subscribe on the Customer's behalf, you have reached the age of majority where you live;

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

•     You are using the Service for business or professional purposes, and not for personal, family, or household purposes;

•     You were located in Canada or the United States when you created your account;

•     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.

You may use the Service while travelling outside Canada and the United States (Section 16.4). 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;

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

•     Not share your credentials with any other person.

We strongly recommend that every Authorized User enable multi-factor authentication (MFA). It is available to every account as a time-based one-time password (TOTP), and each user turns it on from their own profile settings.

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. “Authorized User” means an individual whom a Customer allows to access one of its workspaces, including the person who created the account. Content that any Authorized User creates in a workspace is Customer Data of the Customer that owns that workspace. 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 request deletion of your account at any time from your account settings, or by writing to privacy@innoviquestudio.com. We verify the request and complete it within thirty (30) days. On completion your account is permanently disabled and your personal data is deleted or replaced with anonymized values, as described in the Innovique Privacy Policy. Deleting your account does not delete content you created in a workspace, which is Customer Data of the Customer that owns that workspace (Section 3.4), except as follows. Where a workspace still has another owner or administrator, in that workspace or in its parent workspace, your conversations there, together with the document text, images and audio kept from them, transfer to that person, and other content you created stays with the workspace with your authorship anonymized. Where no owner or administrator remains, your conversations in that workspace are deleted, and the workspace is closed as described in Section 9.4.

4 Subscription Plans; Pricing; Renewals

4.1 Plans.

The Service is offered on the subscription plans described on our pricing pages and in the applicable Order (for example, Starter, Professional, Business, and Agency tiers). Each plan includes monthly allowances (for example, token budgets and image credits), standing limits that do not reset (for example, the number of saved chats per agent and of Workshop and Knowledge Base items), and feature entitlements. Audio credits are not included in any plan; they are sold only as add-on packs, as described in Section 4.3. A new account has no plan and no allowances until you subscribe: you can sign in and choose a plan, but the Service's features are not available. When a subscription ends, the workspace returns to having no plan (Section 9.3). 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. You are billed in Canadian Dollars (CAD) if your device's time zone or language settings indicate Canada when you subscribe, and in United States Dollars (USD) otherwise. Once you subscribe, your currency stays the same for as long as that subscription continues. Some plans and add-ons may be priced only in USD.

4.3 Usage, Rollover, and Add-Ons.

Plan allowances reset at the start of each calendar month, not on your billing anniversary. If you subscribe partway through a month you receive a full monthly allowance immediately, and it resets on the first day of the following month and every calendar month after that. Unused tokens from your monthly allowance roll over into the following calendar month, up to one month's token allowance. Where offered, additional credit packs (for example, image or audio credits) may be purchased through Stripe as one-time add-ons. Add-on packs can be bought only while the workspace has an active paid plan and is not suspended. Add-on credits are not recurring: each pack is a one-time purchase of a stated number of credits, which are consumed after any monthly allowance for that resource, are drawn soonest-to-expire first where more than one audio pack is held (image and token packs are drawn in order of purchase), and expire twelve (12) months after purchase. Unused credits are forfeited on expiry and are not refunded, except where applicable consumer protection law requires otherwise. If the charge for a pack is reversed or disputed, Section 4.10 applies.

4.4 Subscription Changes and Cancellation.

You may cancel your subscription at any time from within the Service or the Stripe customer portal. You may upgrade or downgrade an active subscription from within the Service; plan changes are not available during a trial, while a payment is outstanding, or while the workspace is paused. An upgrade takes effect when its payment succeeds and starts a new billing period at the new price, with credit for the unused part of the current period. Billing for a workspace and its child workspaces is managed by the owners of the top-level workspace. 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. Deleting the workspace that holds a subscription ends that subscription immediately: the remainder of the current billing period is forfeited and is not refunded. Where no owner or administrator remains in a workspace or in the workspace it belongs to (for example, because the last of them deleted their account), the workspace is suspended, its subscription is cancelled on the same terms, and the workspace is deleted thirty (30) days later as described in Section 9.4.

4.5 Trials and Promotions.

We may offer trials, promotion codes, or discounts, and each offer states its terms. If you receive a trial, you are not charged until it ends, and you can cancel before then to avoid charges. We may limit an offer to new or eligible Customers and may end an offer at any time, without affecting one you have already received.

4.6 Price Changes.

Poardal Software Inc. may change subscription fees from time to time. We will give at least 30 days' advance notice of a price increase by email or by a prominent notice within the Service. For a monthly subscription, the new price applies from your first billing date after the notice period ends, and your continued use after that date constitutes acceptance of the new price; you may cancel before then. Where we offer an annual subscription, a price increase applies only from its next renewal.

4.7 Renewals.

Subscriptions automatically renew at the end of each subscription term (monthly, or annual where offered) 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, harmonized sales, value-added, withholding, or similar taxes, levies, and duties associated with the purchase of the Service, excluding taxes based on Poardal Software Inc's net income. Where the law requires us to collect a tax, we calculate it from the billing address and any tax registration number you provide, add it to the fees, and show it at checkout and on each invoice or receipt. This includes a tax we become required to collect after your subscription begins, which is added from your next invoice after we begin collecting it. You are responsible for keeping your billing address and tax information accurate. If you claim an exemption, you must give us valid documentation of it; until you do, the tax applies.

4.9 Late Payment.

If a payment fails, we may retry it, and we email the workspace owners. If it remains unpaid 14 days after it was due, we may suspend access to the Service until it is paid; a suspension for non-payment lifts once the payment is received. We may also charge interest on overdue amounts at 18% per year (1.5% per month), or at the maximum rate permitted by applicable law if that is lower.

4.10 Payment Disputes and Chargebacks.

If you believe a charge is wrong, contact us at support@innoviquestudio.com before disputing it with your card issuer. Most billing questions are resolved within a few business days. A refund we issue ourselves does not pause purchases or create a balance owing; refunding an add-on pack removes its unused credits. Where a payment is reversed or disputed through your card issuer or payment provider (a chargeback), the following applies:

•     Add-on credit packs. When we are notified that the charge for an add-on pack (Section 4.3) is disputed, the unused credits in that pack are placed on hold and cannot be used, and further add-on purchases are paused for your account, for as long as the dispute is open. If your card issuer rejects the dispute, the held credits are restored, unless we had already refunded the charge, in which case you keep the refund rather than the credits, and add-on purchases resume provided no other dispute on your account is open or was upheld. If your card issuer upholds the dispute, the pack is cancelled and its unused credits are forfeited. For a token pack, the tokens you consumed from it before the dispute was opened become a balance owing, which we recover by deducting it from the workspace's monthly token allowance until it is repaid. Add-on purchases stay paused after a dispute is upheld until you contact support and the matter is resolved with us.

•     Subscription fees. A reversed or disputed subscription payment is a failure to pay for the purposes of Sections 4.9, 5.6 and 14.4(c). We may suspend access to the Service while the fees remain unpaid and reinstate it when they are paid.

•     Disputes without basis. Where a charge is disputed for Service that was provided and used, we may treat the dispute as a material breach under Section 14.4 and may recover from you, to the extent permitted by applicable law, the value of the Service provided and consumed before the dispute, to the extent we have not already been paid for it (including by a dispute decided in our favour or by a deduction under the first bullet), together with any dispute or chargeback fee our payment processor charges us in connection with the reversal. A dispute raised in good faith, for example over a charge you did not authorize or a billing error, is not a breach under this paragraph.

Nothing in this Section limits any right you have under applicable consumer protection law, or under your card issuer's rules, to dispute a charge.

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. The Service's research, business-listing, review, and outreach features are provided for business purposes: to identify organizations and to contact them in a professional capacity about matters relevant to their business, in compliance with applicable privacy and anti-spam law. Those features are designed to return information about organizations rather than the personal contact details of individual people: business listings leave out personal email addresses, and the AI that carries out web research is instructed not to surface individuals' contact details.

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, 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;

•     Access or use the Service, or its outputs, to build, train, or improve a product or service that competes with the Service, or copy the Service's features, interface, prompts, or designs. This does not limit you from offering marketing, analytics, content, or agency services to your own clients, including with the Generated Content you create through the Service;

•     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;

•     Use the Service's research, business-listing, or review features to compile, look up, or store the personal contact details of individual people, or to profile individuals. The Service is designed to return organization-level information; you are responsible for any contact details you obtain elsewhere and bring into the Service, and for having a lawful basis to hold and use them;

•     Send commercial electronic messages using the Service, or using information obtained through it, without the consent or other lawful basis that applicable law requires (including CASL in Canada and CAN-SPAM in the United States, and any other law applicable to the recipients you contact), fail to identify yourself and your organization in those messages, or fail to honour an opt-out request promptly;

•     Use the Service for marketing or monitoring directed at individuals in the European Economic Area, the United Kingdom, or Switzerland;

•     Submit images, video, or audio of an identifiable person (including as a reference image or a voice sample) to a generation, editing, or training feature without that person's consent, submit images of anyone under 18, or use any generation feature for facial recognition, surveillance, or the creation of biometric identifiers. Where a feature you configure processes biometric data, you are responsible for the notices and consents applicable law requires;

•     Record a call, meeting, or conversation, or upload a recording of one, without every consent applicable law requires, including the consent of all participants where the law requires it;

•     Present generated or edited content as the real words, voice, or image of an identifiable person without that person's consent;

•     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; 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 content in a range of formats, including 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 websites hosted on our publishing infrastructure), and lets you export content to publish elsewhere yourself. 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 6.1 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, access is restored once the payment is received (Section 4.9).

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 Inc. 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, as between Poardal Software Inc. and Customer, Customer owns the outputs generated for Customer through the Service in response to Customer's prompts and inputs (“Generated Content”), and may use, modify, publish, and sublicense Generated Content for any lawful purpose, including on behalf of Customer's own clients. 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. A photo credit is added automatically to every page of a published website that shows Unsplash imagery, naming the photographer where the photo was chosen through the Service. For images you export, download, or publish elsewhere yourself, you are responsible for providing any attribution the Unsplash license requires.

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

6.3 No General Model Training on Customer Data.

We do not use Customer Data to train our own general-purpose AI models. The one exception is yours to choose: when you train a Brand Model, the images you select are used to produce a private model that is available only in your workspace, is never used for another workspace, and is deleted when you delete it or the workspace. 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 Inc. 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 Inc'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 Inc., is owned by Poardal Software Inc. and protected by applicable intellectual-property laws. “Innovique Studio” and “Poardal,” our logos, and the names of the Service's agents and features, as used in connection with the Service, are trademarks of Poardal Software Inc., whether or not registered. 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 Inc. a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use and incorporate that Feedback into the Service and any other Poardal Software Inc 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 Inc'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, and advisors with a need to know who are bound by confidentiality obligations no less protective than these, and to the sub-processors described in the Innovique Privacy Policy, on the terms described there. 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 Inc. 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.

7.4 Personal Information in Customer Data.

Where Customer Data includes personal information, Poardal Software Inc. processes it on Customer's behalf, only as described in Section 6.1 and subject to Sections 7.1 and 7.2. Our current service providers and sub-processors are listed in the Innovique Privacy Policy. We will notify Customer without undue delay after becoming aware of a breach of our security safeguards affecting Customer Data, and will provide the information reasonably necessary for Customer to meet its own notification obligations.

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). 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 Inc. 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 Inc. 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, generated article HTML, which can be copied from the Service and pasted into another publishing tool, presentations, which can be exported as PDF, and brand guidelines). Websites built in the Website Builder cannot currently be downloaded as a file or site archive. Customer is responsible for downloading, exporting, or otherwise preserving Customer Data it wishes to retain before the account, workspace, or subscription ends.

9.3 After a Subscription Ends.

Cancelling takes effect at the end of the current billing period, and until then you keep full access, including the exports described in Section 9.2. When your subscription ends, for any reason other than deleting the workspace (Section 4.4) or the workspace being left with no owner or administrator (Section 9.4), the workspace is suspended and its data is kept for ninety (90) days. For a workspace whose subscription had already ended when this version of these Terms took effect, the ninety (90) days run from that date. Resubscribing during that time restores the workspace and its content; published websites that were taken offline return when you publish them again. After ninety (90) days the workspace and its data are permanently deleted, and we email the workspace owners before that happens. Deleting a workspace yourself is immediate and permanent (Section 4.4).

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. A workspace with no remaining owner or administrator, in it or in the workspace it belongs to, is suspended and deleted thirty (30) days later, together with any workspaces nested under it, unless a new owner is appointed by writing to support@innoviquestudio.com before then.

9.5 Published Content.

Published websites stay online while your subscription is active, including while a failed payment is being retried. When your subscription ends we may take them offline, and deleting the workspace takes them offline immediately. Websites cannot be downloaded (Section 9.2), so move any site you want to keep before your subscription ends. 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, which is available on paid plans, 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 Inc. 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 third parties, including Google Analytics, Google Search Console, Google PageSpeed Insights, our search data provider, Unsplash, 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.

The exclusion of loss, corruption, or unauthorized disclosure of data in this Section 12.1 does not apply to direct damages arising from Poardal Software's breach of Section 7 or from a breach of our security safeguards affecting Customer Data, which are subject instead to the enhanced cap in Section 12.2. Nothing in this Section 12.1 limits amounts payable to a third party under Section 13.1.

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 Inc. in the twelve (12) months immediately preceding the event first giving rise to the claim; or

•     One thousand Canadian Dollars (CAD $1,000).

ENHANCED CAP. FOR CLAIMS ARISING FROM POARDAL SOFTWARE'S BREACH OF SECTION 7, FROM A BREACH OF OUR SECURITY SAFEGUARDS RESULTING IN UNAUTHORIZED ACCESS TO, DISCLOSURE OF, OR LOSS OF CUSTOMER DATA, OR UNDER POARDAL SOFTWARE'S INDEMNITY IN SECTION 13.1, POARDAL SOFTWARE'S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED, IN PLACE OF THE AMOUNT ABOVE, THE GREATER OF TWO (2) TIMES THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO POARDAL SOFTWARE INC. IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM, OR TWO THOUSAND CANADIAN DOLLARS (CAD $2,000).

Exceptions. The limitations in Sections 12.1 and 12.2 do not apply to Customer's obligation to pay fees due under the Agreement, or to liability for fraud, gross negligence, or wilful misconduct, or any other liability that cannot be limited under applicable law.

12.3 Rights That Cannot Be Limited.

Some jurisdictions do not permit the exclusion or limitation of certain damages. Nothing in this Section 12 limits any right or remedy that cannot be waived or limited by contract under applicable law, including consumer protection law.

13 Indemnification

13.1 Poardal Software's Indemnification of Customer.

Poardal Software Inc. 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 Inc. 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 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.

Section 13.1, subject to the exclusions in Section 13.2, states Poardal Software's entire liability, and Customer's exclusive remedy, for third-party IP Claims relating to the Service.

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, except that deleting a workspace that holds a subscription, or leaving a workspace with no remaining owner or administrator (for example, by deleting the last such person's account), ends that subscription immediately as described in Section 4.4. 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 Inc.

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, or a payment is reversed or disputed as described in Section 4.10; (d) required by law or a government authority; or (e) Poardal Software discontinues the Service generally, in which case Poardal Software will provide a pro-rata refund of prepaid fees for the unused portion of the then-current term, and will give advance notice where reasonably practicable.

14.5 Effect of Termination.

Upon termination or expiration of the Agreement:

•     Customer's right to access and use the Service ceases, and Customer Data is kept and then deleted as described in Sections 9.3 and 9.4;

•     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, 4.9, 4.10, 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, and changes apply prospectively. A material change that is adverse to Customers takes effect no sooner than thirty (30) days after we give notice of it under Section 15.2, unless applicable law requires it sooner. Other changes, such as clarifications, formatting, terms for new features, or updates to the list of service providers in the Innovique Privacy Policy, may take effect when posted.

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 material change that is adverse to you, you may end the affected subscription with effect no later than the date the change takes effect, by cancelling it or by writing to support@innoviquestudio.com before then, and we will refund any prepaid fees for the unused remainder of the then-current term.

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. To the extent applicable law permits the parties to agree to it, any claim by either party arising out of or related to the Agreement or the Service must be brought within one (1) year after the claim was discovered or ought reasonably to have been discovered; this does not apply to a claim by a consumer.

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 United States Customers; Use While Travelling.

If Customer is located in the United States, 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 law, and Customer is responsible for compliance with any state or federal law applicable to its own use of the Service. In addition, to the fullest extent permitted by applicable law: (a) Customer and Poardal Software will bring any dispute arising out of or related to the Agreement or the Service only in their individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding; and (b) CUSTOMER AND POARDAL SOFTWARE EACH WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH DISPUTE. If either waiver is held unenforceable as to any claim or remedy, that waiver does not apply to that claim or remedy, which shall be brought in a court of competent jurisdiction, and the rest of this Section continues to apply to all other claims. Where Customer or an Authorized User accesses the Service from outside Canada or the United States, for example while travelling, these Terms continue to apply, and Section 3.1 continues to govern eligibility.

16.5 Entire Agreement.

The Agreement (including these Terms, 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 Inc.

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.

16.12 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 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

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.

 

These Terms of Service were last updated on September 28, 2026.