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Terms of Service

Last updated [DATE]

Each section carries the binding legal text, followed by a short In short summary. The summaries are for convenience only and are not part of the Terms.

Welcome

These Terms of Service (the "Terms") are a binding contract between you and Monserrat SIA Group Inc. ("Sheppard", "we", "us" or "our") covering your use of sheppard.social, its subdomains, web and mobile applications, API, and any related service we provide (together, the "Service").

BY CLICKING "I ACCEPT", CREATING AN ACCOUNT, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU CONFIRM THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND AGREE TO BE BOUND BY THEM, TOGETHER WITH OUR PRIVACY POLICY AND, WHERE IT APPLIES TO YOU, OUR DATA PROCESSING ADDENDUM. If you are not eligible, or you do not agree, you may not use the Service.

If you have signed an order form or other written agreement with us, that agreement prevails over these Terms where the two conflict.

In these Terms, a "consumer" is an individual using the Service primarily for personal, family or household purposes. A "business customer" is anyone else, including an individual using the Service for a business, profession or trade.

1. The Service

1.1 What Sheppard does. Sheppard is a social media management platform. It lets you plan, write, generate, schedule and publish content to connected social platforms on your instructions, manage team approvals, and review analytics.

1.2 Changes to the Service. We may add features, and may change or remove features as permitted by Section 18. We will not make a change during your paid subscription term that materially reduces the core functionality of your plan, unless the change is required by law, by a Connected Platform, or to protect security. A "material reduction" means removing a feature listed on your plan's pricing page, or lowering a published usage limit (such as connected accounts, team seats, scheduled posts or monthly credits). If we make a material reduction during your paid term for any of those reasons, we will tell you as soon as practical, and you may cancel your subscription without charge or penalty and receive a prorated refund of prepaid fees for the unused period, and of unused purchased credits, within 15 days of your cancellation.

2. Eligibility

You must be at least 18 years old, or the age of majority where you live if that is higher, to use the Service. By accepting these Terms you represent that: (a) you meet that age requirement; (b) we have not previously suspended or removed your access to the Service; and (c) your registration and use of the Service comply with all applicable laws.

If you accept these Terms on behalf of a business or other organization, you represent that you are authorized to bind it, and "you" in these Terms includes that organization.

3. Accounts, Workspaces and Teams

3.1 Registration. Most features require an account. You agree to give us accurate, complete and current information and to keep it up to date.

3.2 Security. You are responsible for keeping your sign-in credentials confidential and for all activity under your account. Tell us right away at [[email protected]] if you believe your account or a connected account has been compromised.

3.3 Workspace control. The person or organization that creates and pays for a workspace (the "Workspace Owner") controls it administratively: its settings, members, permissions, connected accounts, exports and billing, and may appoint administrators. Control of a workspace is administrative only. It does not give the Workspace Owner, or us, ownership of any User Content or intellectual property in the workspace. Ownership of that content stays with whoever owns it, including Clients and other third parties, as set out in Sections 9 and 10.3.

3.4 Team members. The Workspace Owner and administrators may invite team members and assign permissions, including who may publish without approval. The Workspace Owner is responsible for the people it invites, for the permissions it grants, and for removing access when someone leaves. If a team member's personal account is closed, content they created in the workspace remains available to the workspace.

4. Payment Terms

4.1 Before you buy. Before you buy a paid plan, we show you: our legal name, business address, telephone number and email address; a detailed description of the plan and what it includes, including any restrictions, limits or conditions; an itemized price, the applicable taxes and the total price, in the stated currency; the billing interval, payment schedule and accepted payment methods; any promotional terms and when they end; how renewal works; your cancellation, refund and exchange rights; all other information required by applicable consumer protection law; and these Terms in full. Before we take payment, you can review your complete order and these Terms, correct any errors in your order, and then accept or decline the purchase. Right after purchase, and in any case within 15 days, we email you a copy of your contract showing your name, the contract date, your order details and these Terms, and you can download it from [Settings › Billing] at any time. The contract copy states the same plan, price, renewal, cancellation and refund terms you saw before purchase. If any required information was missing or the copy is inconsistent with what we disclosed, you may have a right to cancel under applicable consumer protection law.

4.2 Fees and taxes. Fees are in Canadian dollars unless stated otherwise and exclude applicable taxes (including GST, HST, PST and QST), which we add where required.

4.3 Authorization. You authorize us and our payment processor to charge the fees and taxes for the plan and purchases you select to the payment method on your account. We may pre-authorize a card to confirm it is valid.

4.4 Automatic renewal. Subscriptions renew automatically for successive periods of the same length (monthly or annual) until cancelled.

For annual subscriptions, we send you a renewal notice not less than 30 and not more than 60 days before the renewal date, by email and in the Service. The notice states:

The in-Service notice must be opened and acknowledged before you can continue using the Service. We keep a copy of every renewal notice, its email delivery record and your acknowledgement. Acknowledging a renewal notice confirms you received it; it is not a request to renew or a waiver of your right to cancel.

4.5 Cancelling renewal. You can cancel the renewal of any subscription at any time, before or after the renewal date, without charge or penalty, from [Settings › Billing] or by writing to [[email protected]]. We confirm every cancellation by email.

Cancelling renewal does not close your account. To close your account, see Section 12.2.

4.6 Price and plan changes. We may change prices and plan terms only as permitted by Section 18. For an existing subscription, a change takes effect no earlier than your next renewal and only after notice under Section 18.3. A change that only benefits you, such as a lower price or an added feature, may take effect immediately.

4.7 AI credits.

4.8 Refunds. Except as set out in Sections 1.2, 4.5, 4.7, 12.3 and 18.4, or where applicable law requires otherwise, fees are non-refundable.

4.9 Unpaid accounts. If a payment fails, we will notify you and retry.

5. Your Licence to Use Sheppard

5.1 Licence. While you comply with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Service, and to install our mobile or desktop applications obtained from an authorized store on devices you own or control.

5.2 Restrictions. Except where applicable law expressly allows it, you may not: (a) copy, distribute, publicly display or create derivative works of the Service; (b) modify the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control.

5.3 Feedback. If you send us ideas, suggestions or other feedback about the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free and non-exclusive right to use it for any purpose, without attribution or payment to you. Feedback does not include your User Content or your Confidential Information, and this licence grants us no rights in either.

6. API

[Remove this section if no customer-facing API ships at launch.]

6.1 Licence. If we make an API, SDK or documentation available ("API"), we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to use it to connect your own systems with the Service. You may not resell, redistribute or provide standalone access to the API.

6.2 Limits and enforcement. API use is subject to rate limits, quotas, concurrency limits, payload size limits and endpoint access by plan, which we may set and change. We may throttle, suspend or revoke API keys that exceed limits, threaten the stability of the Service, or are used in breach of these Terms. We log API use for security, billing, troubleshooting and compliance.

6.3 Your responsibility. You are responsible for your API credentials, for everything done with them, and for any third-party application you authorize to access your workspace.

7. Ownership

The Service, including its software, interfaces, design, templates, sample content, prompts and workflows we provide, text, graphics, trademarks (including the Sheppard name and logo) and all related intellectual property ("Materials"), is owned by Monserrat SIA Group Inc. or its licensors and is protected by law.

You may use our templates and sample content inside posts you publish through the Service. That use does not transfer ownership of the template to you, and adding a template to your post does not give us any rights in your User Content beyond those in Section 9.

These Terms grant no implied licences. We reserve all rights not expressly granted.

8. Connected Platforms, Third-Party Services and AI

8.1 Connected platforms. The Service lets you connect accounts on third-party platforms such as Instagram, Facebook, Threads, LinkedIn, X, TikTok, YouTube, Pinterest, Bluesky and Google Business Profile ("Connected Platforms"). By connecting an account you authorize us to access it and to send content to and receive data from it on your behalf, within the permissions you grant. We show you the permissions we request before you connect.

8.2 Your authority to connect. By connecting a third-party account, you represent and warrant that you own the account or have obtained every permission and authorization required from its owner to connect it, access its data, manage its content and publish through the Service. You are responsible for keeping that authority current and for disconnecting an account when it ends.

8.3 Platform rules apply. Your use of each Connected Platform remains governed by that platform's own terms, community guidelines and developer policies, and you must comply with them.

Where we use the YouTube API Services, you also agree to be bound by the YouTube Terms of Service, and Google's handling of your data is described in the Google Privacy Policy. You can revoke our access to your YouTube data at any time from within Sheppard or from your Google security settings. When you revoke access, disconnect the channel or delete your account, we delete the YouTube API data we hold for that channel within the period required by the YouTube API Services Developer Policies. Analytics we show for YouTube channels are limited to what those policies permit. Our Privacy Policy describes what YouTube data we access, store and share.

8.4 Publishing depends on the platforms. Scheduled publishing depends on the availability, permissions and policies of each Connected Platform. In particular:

We will tell you within the Service when a scheduled post fails to publish and, where we know it, why. We are not responsible for a Connected Platform's acts or omissions, or for how a Connected Platform uses content once it is published there.

8.5 Other third-party services and links. The Service may link to or integrate with other third-party services. They are not under our control and we are not responsible for their content or practices.

8.6 Open-source components. The Service includes open-source software licensed under its own terms. Nothing in these Terms limits your rights under those licences.

8.7 AI features. Some features use artificial intelligence models provided by third parties to generate text, images, suggestions or other material in response to your input ("AI Output").

8.8 AI disclaimer. AI OUTPUT IS PROVIDED "AS IS". TO THE FULLEST EXTENT PERMITTED BY LAW, WE ARE NOT LIABLE FOR THE CONTENT, ACCURACY, ORIGINALITY OR LEGAL STATUS OF AI OUTPUT, OR FOR YOUR DECISION TO PUBLISH OR RELY ON IT. THIS SECTION COVERS THE INHERENT LIMITATIONS OF AI-GENERATED MATERIAL ONLY. IT DOES NOT LIMIT OUR RESPONSIBILITY FOR OUR OWN BREACH OF THESE TERMS, NEGLIGENCE OR WILFUL MISCONDUCT, INCLUDING ERRORS IN HOW THE SERVICE STORES, PROCESSES OR PUBLISHES AI OUTPUT (SEE SECTION 10.4), OR ANY LIABILITY THAT CANNOT BE EXCLUDED BY LAW.

9. User Content

9.1 Your content stays yours. The Service lets you upload, write, store, schedule and publish posts, captions, images, video, audio, comments, replies and other material ("User Content"). You, or the third party who owns it, keep all rights in User Content, subject to the licence below.

9.2 Licence to us. You grant us a worldwide, non-exclusive, royalty-free licence, with the right to sublicense to our hosting, infrastructure and AI providers and to the Connected Platforms you choose, to do the following solely to provide, secure and support the Service and to carry out your instructions:

This licence ends when you delete the User Content or your account, except that it continues for as long as needed to: (i) keep content already published to a Connected Platform available there, where you published it; (ii) hold your User Content during the export period and provide workspace and Client exports under Section 12.5(a) and (b); (iii) complete deletion under Section 12.5(c), including keeping backup copies until they are overwritten on our routine backup cycle; and (iv) retain what the law requires us to keep under Section 12.5(d). During that time we use your User Content only for those purposes.

9.3 Your responsibility. Subject to our responsibilities under Section 10.4, you are responsible for your User Content and the consequences of publishing it. You represent and warrant that:

If you include music in your User Content, you are responsible for clearing the rights in both the recording and the underlying composition.

9.4 Content standards. Your User Content must not:

9.5 Moderation. We do not review content before it is published and have no obligation to monitor User Content. Any review we choose to carry out does not create an obligation to review other content. We may refuse to publish, remove or disable access to any User Content that we reasonably believe breaches these Terms, a Connected Platform's rules or the law, or that exposes us or others to harm. Where we act on your content we will tell you, unless the law or a safety concern prevents it.

10. Publishing Responsibility and Client Accounts

10.1 Your instructions. Sheppard publishes on your instructions. Scheduling a post, approving it, setting it to publish automatically, or setting a workspace to publish without approval, is your authorization to publish that content at that time to the selected accounts.

10.2 Your approval process. You decide whether content in your workspace requires approval before publishing, and who may approve it. You are responsible for reviewing scheduled content and keeping your schedule current, including pausing or removing scheduled posts that are no longer appropriate. We do not verify the accuracy, legality or authorization of your content.

10.3 Agencies and client accounts. If you use the Service on behalf of another person, business or organization (a "Client"), you represent and warrant that you have the Client's authority to connect its accounts and to upload, process, manage and publish content for it, and you are responsible for obtaining and maintaining every permission and approval the Client requires. Content and accounts belonging to a Client remain the Client's, whatever workspace they sit in. You are responsible for your team's actions in Client workspaces. We are not a party to your agreement with your Client.

10.4 Our own errors. Nothing in this Section or in Section 8.8 excuses us from responsibility for the following, where caused by a fault in the Service (a "Publishing Fault"):

A failure or delay is not a Publishing Fault where it is caused by a Connected Platform (Section 8.4), by an expired or revoked authorization you were notified of, by content a platform rejected, by your own settings or instructions, or by an event under Section 19.9.

11. Prohibited Conduct

11.1 General. You agree not to:

11.2 Social media misuse. You also agree not to use the Service to:

11.3 Anti-spam law. Where you use the Service to send commercial electronic messages, including direct messages, you must comply with Canada's Anti-Spam Legislation (CASL) and every other applicable anti-spam law, including by obtaining and keeping records of all legally required consent, identifying yourself as the sender, and providing a working unsubscribe mechanism.

11.4 Child safety. We prohibit any use of the Service related to child sexual abuse or exploitation, including creating, sharing, promoting or facilitating such material or behaviour. We will suspend or close accounts we reasonably determine to be involved, and will report to the appropriate authorities where required by law or where we reasonably consider it appropriate, including the Canadian Centre for Child Protection and, where applicable, the National Center for Missing & Exploited Children. Report concerns to [[email protected]].

12. Term, Suspension and Termination

12.1 Term. These Terms apply from the moment you accept them or first use the Service until they are terminated.

12.2 Closing your account. You may close your account at any time from [Settings › Account] or by contacting us. Closing your account cancels any subscription, and Section 4.5(b) applies to any period already renewed.

12.3 Termination by us. We may terminate your account or these Terms:

Where we terminate under Section 12.3(c) or (d), or discontinue the Service, we refund prepaid fees for the unused part of your billing period, and unused purchased credits under Section 4.7(g). If we discontinue the Service, we will give you at least 60 days' notice. In every case the export period in Section 12.5(a) starts on the date the account is closed.

12.4 Immediate suspension. We may suspend access to all or part of your workspace without prior notice, for as long as reasonably necessary, where we reasonably believe that:

We will tell you the reason as soon as practical, unless the law or a security concern prevents it, and restore access once the issue is resolved. We keep a record of each suspension, its reason and its resolution.

12.5 Export, deletion and retention.

12.6 Effect of termination. On termination your licence ends and any unpaid amounts become due. Sections 4 (for amounts owed and refunds due), 5.3, 7, 8.7(a) to (c), 8.8, 9.3, 10.3, 12.5, 12.6 and 13 to 20 survive termination. If we terminate your account under Section 12.3(b), you may not open a new account without our permission.

13. Confidentiality

13.1 Definition. "Confidential Information" means non-public information one party discloses to the other that is marked confidential or would reasonably be understood to be confidential, including your unpublished content, campaign plans, strategy, Client information and brand assets, and our non-public product, pricing and security information.

13.2 Obligations. The receiving party will use the other's Confidential Information only to perform under these Terms, protect it with at least reasonable care, and disclose it only to its employees, contractors and service providers who need it for that purpose and are bound by confidentiality obligations at least as protective.

13.3 Exceptions. Confidential Information does not include information that: (a) is or becomes public through no fault of the receiving party; (b) the receiving party already knew without restriction; (c) is independently developed without use of the other's information; or (d) is lawfully received from a third party without restriction. A party may disclose Confidential Information where required by law, after giving the other party prompt notice where lawful.

13.4 Publication. Content you publish through the Service stops being Confidential Information to the extent it becomes publicly available through that publication. Content published to a private group, a restricted audience or a non-public account remains Confidential Information.

14. Indemnity

14.1 Your indemnity. To the fullest extent permitted by law, you will defend, indemnify and hold harmless Monserrat SIA Group Inc., its affiliates, and their directors, officers, employees, contractors and agents (the "Sheppard Parties") against any claim brought by a third party, and any related loss, damage, liability, settlement, cost and expense (including reasonable legal fees), to the extent it arises from:

14.2 Fines and penalties. Your indemnity covers fines and penalties imposed on a Sheppard Party only to the extent the law permits them to be indemnified.

14.3 Procedure. We will notify you promptly of any claim, although a delay in notice relieves you only to the extent it prejudices your defence. You will control the defence with counsel reasonably acceptable to us. We may participate with our own counsel at our own cost, and may take over the defence if you fail to defend diligently. We will cooperate reasonably at your cost. You may not settle a claim in a way that admits fault by us, imposes any obligation on us, or fails to fully release us, without our prior written consent, which we will not unreasonably withhold or delay.

14.4 Limits. You are not required to indemnify the Sheppard Parties to the extent a claim results from our own breach of these Terms, negligence or wilful misconduct.

14.5 Consumers. If you are a consumer, Sections 14.1 to 14.3 apply only to claims arising from your intentional or reckless breach of these Terms or of the law, or from your knowing infringement of third-party rights. A consumer's total aggregate liability under this Section 14, for all claims combined, is limited to the greater of: (a) the amounts you paid us for the Service in the 12 months before the first event giving rise to a claim; and (b) CAD $100. That limit includes defence costs, legal fees, settlements, damages and any other amounts payable under this Section. Any further limit required by applicable consumer protection law also applies.

15. Disclaimers

15.1 As available. THE SERVICE, ALL MATERIALS AND ALL AI OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OR CONDITION OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

15.2 No guaranteed results. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, THAT SCHEDULED POSTS WILL PUBLISH AT THE EXACT TIME SET OR AT ALL (WITHOUT LIMITING OUR RESPONSIBILITY FOR PUBLISHING FAULTS UNDER SECTION 10.4), THAT ANALYTICS WILL BE COMPLETE OR ACCURATE, OR THAT ANY PARTICULAR REACH, ENGAGEMENT, FOLLOWER GROWTH OR BUSINESS RESULT WILL BE ACHIEVED.

15.3 Availability and maintenance. We may perform scheduled maintenance, which we announce in advance where practical, and emergency maintenance without notice where needed to protect the Service. Scheduled posts that fall within a maintenance window are published as soon as the Service is available, unless you choose otherwise. Outages of Connected Platforms, AI providers, hosting and network providers, and changes to the social networks we support, are outside our control. Uptime commitments, if any, apply only under a separate signed service level agreement.

15.4 Consumer rights. Nothing in these Terms limits rights you have under consumer protection law that cannot be waived or excluded. Where the law does not allow a warranty to be excluded, this Section applies only to the extent the law permits.

16. Limitation of Liability

16.1 Excluded losses. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SHEPPARD PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY OF THE FOLLOWING, WHETHER DIRECT OR INDIRECT:

ARISING FROM OR RELATING TO THE SERVICE OR THESE TERMS, ON ANY LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.1A Our own publishing errors. Section 16.1(a), (c), (e) and (f) do not apply to direct losses caused by a Publishing Fault under Section 10.4, including a post that fails to publish or publishes late because of a fault in the Service. Those direct losses are recoverable, subject to the cap in Section 16.2. Section 16.1(b) (loss of business opportunity or contracts, including Client contracts) and Section 16.1(d) (loss of followers, audience, reach or engagement) continue to apply to Publishing Faults. Indirect and consequential losses remain excluded, and Section 16.1(f) continues to apply to failures and delays that are not Publishing Faults.

16.2 Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE SHEPPARD PARTIES UNDER THESE TERMS FOR ALL CLAIMS COMBINED, ARISING FROM OR RELATING TO THE SERVICE OR THESE TERMS, IS LIMITED TO THE GREATER OF: (a) THE AMOUNTS PAID TO US FOR THE WORKSPACE CONCERNED IN THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO A CLAIM; AND (b) CAD $100.

16.3 What is not limited. Sections 16.1 and 16.2 do not limit: (a) your payment obligations; (b) a business customer's obligations under Section 14; (c) liability for an intentional or grossly negligent breach of Section 13, and a business customer's liability for any breach of Section 13; (d) liability for fraud, gross negligence or wilful misconduct; (e) our obligation to provide refunds under these Terms; or (f) any liability that cannot be limited or excluded under applicable law, including consumer protection law.

16.4 Basis of the bargain. These limitations allocate risk between the parties, are reflected in our pricing, and apply even if a limited remedy fails of its essential purpose.

16.5 No third-party beneficiaries. Except for Apple under Section 19.11(j) and the Sheppard Parties under Sections 14 and 16, no one other than the parties to these Terms has any rights under them. Workspace members are parties for their own accounts only. Clients are not parties and are not third-party beneficiaries.

17. Disputes

17.1 Talk to us first. Before starting a formal proceeding, please contact us at [[email protected]] with a description of the dispute and the outcome you want. We will respond within 30 days and try in good faith to resolve it.

17.2 Where disputes are heard. Disputes not resolved informally will be heard by the British Columbia Civil Resolution Tribunal where the claim falls within its jurisdiction, and otherwise by the courts of the Province of British Columbia. If you are a consumer living outside British Columbia, you may also bring a claim in the courts of the place where you live where your local law gives you that right.

17.3 Arbitration by agreement only. You and we may agree to resolve a dispute by arbitration or mediation, but only by a written agreement made after the dispute has arisen.

17.4 Urgent relief. Either party may seek urgent injunctive relief in any competent court to protect its intellectual property or Confidential Information.

18. Changes to These Terms

18.1 What we may change. Without your express agreement, we may change only the following provisions, and only in the ways described:

We will not use this Section to change your cancellation or refund rights under Sections 1.2, 4.4, 4.5, 4.8 or 18.4, except to make them more favourable to you or where the law requires it.

Any other change to these Terms applies to you only if you expressly accept it. If you do not accept it, the current Terms continue to apply to you until the end of your current subscription term or until you close your account.

18.2 Changes that benefit you. A change that only benefits you, such as a lower price, an added feature or a higher limit, or a purely editorial correction that does not change meaning, may take effect immediately.

18.3 Notice. For any other change under Section 18.1, we notify you not less than 30 and not more than 60 days before it takes effect, by email to the address on your account and in the Service. The notice includes:

The in-Service notice must be opened and acknowledged before you can continue using the Service. We keep a copy of every change notice, its delivery record and your acknowledgement. Acknowledging a notice confirms you received it; it is not acceptance of the change. For a paid subscription, a change to price or subscription terms takes effect no earlier than your next renewal.

Where a change under Section 18.1(g) must take effect sooner than 30 days to comply with a law, court order, regulator or Connected Platform, and only to the extent the law permits, we give as much notice as we can, explain why the period is shorter, and the change takes effect on the date the requirement takes effect. Your rights under Section 18.4 apply in full.

18.4 Your right to cancel.

18.5 Archive. We post every version of these Terms with its "Last updated" date at https://sheppard.social/legal.

19. General

19.1 Entire agreement. These Terms, the Privacy Policy, the Data Processing Addendum where it applies, and any signed order form are the entire agreement between you and us about the Service.

19.2 Governing law. These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada that apply there, without regard to conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.3 Assignment. You may not assign or transfer these Terms without our written consent. We may assign them in connection with a merger, acquisition or sale of all or substantially all of our assets, with notice to you.

19.4 No waiver; severability. Our failure to enforce a provision is not a waiver of it. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the rest of these Terms will remain in effect. Headings are for convenience only. "Including" means "including without limitation".

19.5 Reviews. Nothing in these Terms restricts you from posting an honest review of the Service.

19.6 Communications. You consent to receive notices, agreements and other communications from us electronically, by email or within the Service, and agree that they satisfy any legal requirement that they be in writing. Service, security and billing messages are part of the Service and are sent as long as you have an account. We send marketing email only where we have your consent or are otherwise permitted by law, and you can withdraw consent at any time using the unsubscribe link in each message.

19.7 Push notifications. If you install our mobile app, we may send push notifications. You can turn them off in your device settings.

19.8 Support. Support is provided as described in your plan and our published support policies.

19.9 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages or API changes at Connected Platforms, internet or hosting failures, natural disasters and acts of government. This does not excuse payment obligations or our refund obligations.

19.10 Export and sanctions. You represent that you are not located in a country subject to a comprehensive Canadian or United States embargo and are not on any Canadian or United States list of restricted parties. [Counsel to confirm against intended markets.]

19.11 Apple. If you obtained our app from the Apple App Store:

19.12 Contact. The Service is operated by Monserrat SIA Group Inc., [address], Vancouver, BC [postal code], Canada. Contact us at [[email protected]].

20. Intellectual Property Complaints

20.1 Our approach. We respect intellectual property rights and expect users to do the same. Most User Content is published on Connected Platforms, and complaints about content published there should usually go to that platform. Use the procedures below for content stored or displayed on the Service itself.

20.2 How to report. Send a notice to:

Monserrat SIA Group Inc., Attn: Intellectual Property
[Address], Vancouver, BC [Postal code], Canada
[[email protected]]

20.3 Canadian copyright: notice and notice. If you are a copyright owner and your notice concerns Canadian copyright, your notice must be in writing and state: your name, address, email address and telephone number, or other particulars that allow us to communicate with you; the work and your interest in it; the location of the infringing material; the infringement claimed; and the date and time of the alleged infringement. Where Sheppard is a provider to which sections 41.25 to 41.27 of the Copyright Act (Canada) apply, we will forward a compliant notice to the person concerned, tell you that we have done so (or why we could not), and retain the records the Act requires for the period it prescribes. Forwarding a notice is not a finding of infringement, and the Act does not by itself require removal. We may also act on the notice under Section 9.5.

20.4 United States copyright: DMCA.

20.5 Other intellectual property. For trademark or other complaints, send the information in Section 20.4(b)(i) to (v) with a description of the right claimed. We will review it and act as we consider appropriate.

20.6 False notices. A person who knowingly makes a material misrepresentation in a notice or counter-notice may be liable for damages. We may share notices with the affected user.

20.7 Repeat infringer policy. We have adopted, and reasonably implement, a policy of terminating, in appropriate circumstances, the accounts of users who are repeat infringers. Under this policy, we consider valid notices, counter-notices, and other credible evidence of repeated infringement, including our own review. A user who is the subject of [three] valid, uncontested notices within any 12-month period will ordinarily be terminated, and we may terminate on fewer notices, or on other evidence, where the infringement is repeated or egregious. This Section is how we inform users of that policy.

Privacy

Our Privacy Policy explains how we collect, use, store and disclose personal information, including data received from Connected Platforms and data processed by AI providers. Where you are a business customer processing personal information of others through the Service, our Data Processing Addendum applies. Both are incorporated into these Terms by reference.