UPLIFT AERO SOFTWARE CORP. SUBSCRIPTION AGREEMENT (the “Agreement”)
THIS AGREEMENT GOVERNS CUSTOMER’S SUBSCRIPTION TO AND USE OF UPLIFT AERO SOFTWARE CORP.’S SOFTWARE-AS-A-SERVICE PRODUCTS.
BY CLICKING “ACCEPT” (OR BY ACCESSING OR USING THE SERVICES), YOU AGREE TO THIS AGREEMENT. IF YOU ARE ACCEPTING ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.
This Agreement was last updated on August 13, 2025. It is effective between Customer and Uplift Aero Software Corp. as of the date Customer accepts it.
1. DEFINITIONS
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of the voting interests or equivalent rights.
“Applicable Laws” means all laws, regulations, statutes, directives, codes and industry standards that apply to the Services or the parties, including Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA) and Canada’s Anti-Spam Legislation (CASL).
“Confidential Information” means non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) that is designated confidential or should reasonably be understood to be confidential, including business, technical and
product information, pricing, roadmaps, security information, and Customer Data.
Confidential Information excludes information that is or becomes public through no fault of the Receiving Party, was known by the Receiving Party without duty of confidentiality, is rightfully received from a third party without duty of confidentiality, or is independently developed without use of the Disclosing Party’s Confidential Information.
“Customer” means the company or person that accepts this Agreement and uses the Services.
“Customer Data” means data provided to or collected by Uplift on behalf of Customer through the Services, including Personal Information of Customer’s clients or end users.
“Documentation” means usage guides and policies provided by Uplift for the Services.
“Intellectual Property Rights” or “IP” means all intellectual and industrial property rights, including patents, copyrights, trade secrets, trademarks, moral rights, design rights, database rights, and applications, renewals and extensions thereof.
“Licensed Software” or “Services” means Uplift’s hosted software and related tools made available to Customer on a subscription basis, including instant estimate website widgets, empty-leg distribution tools, CRM features, white-label functionality,
quoting/scheduling/invoicing, and related APIs and analytics, as updated by Uplift from time to time.
“Personal Information” has the meaning set out in PIPEDA and comparable privacy laws.
“Subscription Fees” means the fees payable by Customer for the Subscription Plan selected.
“Subscription Plan” means the plan selected by Customer (e.g., monthly) as described in the ordering page or order form.
2. PROVISION OF SERVICES
2.1 Access. Subject to Customer’s payment of Subscription Fees, Uplift will make the Services available to Customer during the subscription term. Uplift will provide standard support via email and telephone and will use commercially reasonable efforts to maintain 24×7 availability. Uplift does not schedule routine downtime; any maintenance will be performed with minimal disruption and, where practicable, with advance notice.
2.2 White-Label. The Services include white-label options allowing Customer to remove Uplift Aero Software brand within widgets and web tools.
2.3 Compliance. Uplift will provide the Services in accordance with Applicable Laws.
Hosting and processing may occur in Canada and/or the United States using reputable cloud
providers.
3. CUSTOMER RESPONSIBILITIES
3.1 Use. Customer will use the Services only in accordance with this Agreement, the Documentation, and Applicable Laws. Customer is responsible for its users’ compliance and for the accuracy and legality of Customer Data.
3.2 Restrictions. Customer will not: (a) sublicense, resell, or provide the Services to third parties (except to Customer’s Affiliates for internal use); (b) reverse engineer or copy the Services except as permitted by law; (c) use the Services to build a competing product; or (d) access the Services to benchmark or for competitive purposes.
3.3 Security. Customer will use reasonable measures to prevent unauthorized access and will promptly notify Uplift of any suspected unauthorized use of an account or the Services.
4. FEES AND PAYMENT
4.1 Subscription Fees. Fees are charged per company under the selected Subscription Plan and billed in advance on a recurring basis (monthly by default unless otherwise agreed).
Subscriptions renew automatically for successive periods unless cancelled under Section 10.3.
4.2 Payment Method. Customer authorizes Uplift to charge the payment method on file (e.g., credit card) for all due amounts. Receipts will be issued automatically.
4.3 Taxes. Fees are exclusive of taxes. Uplift will charge applicable taxes when required by law, including HST for Ontario-based customers. Customer is responsible for all taxes assessed on Customer’s purchases, excluding Uplift’s taxes based on its net income, property or employees.
4.4 Non-Payment; Suspension. If a charge is declined and not remedied within fifteen (15) days after notice, Uplift may suspend access to the Services until payment is received.
Continued non-payment may result in termination under Section 10.2.
4.5 Changes. Uplift may modify pricing or plans with at least thirty (30) days’ electronic notice, effective upon the next renewal.
5. DATA; PRIVACY; SECURITY
5.1 Ownership. As between the parties, Customer owns Customer Data. No title to Customer Data transfers to Uplift.
5.2 License to Customer Data. Customer grants Uplift a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Customer Data to provide and support the Services, and to create de-identified and aggregated data (“Aggregated
Data”). Uplift may use Aggregated Data for analytics, benchmarking, improving the Services, and industry insights, provided that no Customer or individual is identified.
5.3 Privacy. Uplift will maintain appropriate administrative, physical, and technical safeguards to protect Customer Data, and will handle Personal Information in accordance with Applicable Laws (including PIPEDA and CASL) and Uplift’s privacy practices. Uplift will
not contact Customer’s clients except as instructed by Customer or required to provide support.
5.4 Retention. Uplift retains Customer Data for the subscription term and a reasonable period thereafter as necessary to provide the Services and comply with law. Upon request
and subject to Section 10.5, Uplift will delete Customer Data from active systems following termination, except for backups and archival copies retained per standard retention practices.
6. PROPRIETARY RIGHTS; LICENSE
6.1 Reservation. Uplift and its licensors own all right, title, and interest in and to the Services, Software, Documentation, and Uplift IP. No rights are granted except as expressly stated.
6.2 License. Subject to this Agreement, Uplift grants Customer a non-exclusive, non-transferable right to access and use the Services during the subscription term for Customer’s internal business purposes.
6.3 Feedback. If Customer provides feedback or suggestions, Uplift may use them without restriction and without obligation to Customer.
7. CONFIDENTIALITY
7.1 Protection. The Receiving Party will use reasonable care to protect the Disclosing Party’s Confidential Information and will not use it outside the scope of this Agreement or disclose it to anyone other than its employees and contractors with a need to know and who
are bound by confidentiality obligations no less protective.
7.2 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the
extent required by law, provided it gives prior notice (where legally permitted) and
reasonable assistance to seek protective treatment.
8. WARRANTIES AND DISCLAIMERS
8.1 Authority. Each party represents it has validly entered into this Agreement and has the legal power to do so.
8.2 IP Warranty. Uplift warrants that the Services, as provided by Uplift and used in accordance with the Documentation, do not infringe any third-party Intellectual Property Rights.
8.3 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND UPLIFT DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
9. INDEMNIFICATION
9.1 By Customer. Customer will defend and indemnify Uplift against third-party claims arising from (a) Customer Data (including alleged infringement or misuse of rights), or (b) Customer’s use of the Services in violation of this Agreement or Applicable Laws, and will
pay damages and costs finally awarded, provided Uplift (i) promptly notifies Customer, (ii) gives Customer sole control of the defense and settlement (except that Customer may not settle a claim that imposes a non-monetary obligation on Uplift without Uplift’s consent),
and (iii) provides reasonable cooperation.
9.2 By Uplift (IP Claims). Uplift will defend Customer against third-party claims alleging that the Services, as provided by Uplift, infringe a Canadian or U.S. patent, copyright, or trademark, and will pay damages and reasonable fees finally awarded, provided Customer (i) promptly notifies Uplift, (ii) gives Uplift sole control of the defense and settlement, and (iii) cooperates as reasonably requested. If such a claim arises, Uplift may procure the right for Customer to continue using the Services, modify the Services to avoid infringement, or terminate the affected functionality with a pro-rata credit for prepaid, unused fees. Uplift has no obligation for claims based on Customer’s content, combinations with items not provided by Uplift, or use after Uplift’s notice to stop.
10. LIMITATIONS OF LIABILITY
10.1 LIMITATION. EXCEPT FOR PAYMENT OBLIGATIONS OR WILLFUL MISCONDUCT, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. 10.2 EXCLUSION. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS OR REVENUE, EVEN IF ADVISED OF THE POSSIBILITY, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
11. TERM; SUSPENSION; TERMINATION
11.1 Term. The subscription term begins on acceptance and continues for the period specified in the Subscription Plan (monthly by default), renewing automatically unless cancelled under Section 11.3.
11.2 Suspension. Uplift may suspend the Services immediately for security risk, suspected fraud, or material breach by Customer, and will lift suspension once the issue is resolved.
11.3 Cancellation by Customer (30-Day Notice). Customer may cancel its subscription at any time by giving at least thirty (30) days’ written notice. Cancellation is effective at the end of the then-current billing cycle following the notice period, and fees already paid are
non-refundable except as expressly stated otherwise in this Agreement.
11.4 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party (a) materially breaches this Agreement and fails to cure within thirty (30) days after notice, or (b) becomes insolvent or subject to bankruptcy or
similar proceedings.
11.5 Effect. Upon termination or expiration, Customer’s right to access the Services ceases. Uplift will provide Customer a reasonable opportunity to export Customer Data from the Services. Sections that by their nature should survive (including Fees, Data/Privacy, IP,
Confidentiality, Limitations of Liability, and Dispute Resolution) will survive.
12. DISPUTE RESOLUTION; GOVERNING LAW
12.1 Good-Faith Resolution. The parties will attempt in good faith to resolve disputes through discussions between primary contacts, then senior executives if needed. If not resolved, either party may pursue available remedies in court.
12.2 Governing Law; Venue. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties irrevocably submit to the exclusive jurisdiction of the courts located in Ontario, Canada.
13. MISCELLANEOUS
13.1 Notices. Notices must be in writing and delivered by email or courier. Notices to Uplift may be sent to such address or email as Uplift designates within the Services or on its website. Notices to Customer may be sent to the contact details in Customer’s account.
13.2 Assignment. Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all assets, with notice.
13.3 Entire Agreement; Order of Precedence. This Agreement, together with any order form(s) or online order, constitutes the entire agreement regarding the Services and supersedes prior or contemporaneous agreements on the subject. In case of conflict, an
executed order form will control over this Agreement.
13.4 Amendments. Uplift may update online terms and policies from time to time; material changes will be notified electronically and apply at the next renewal unless otherwise agreed in writing.
13.5 No Waiver; Severability. Failure to enforce any provision is not a waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable; the remainder will remain in effect.
13.6 Relationship. The parties are independent contractors. This Agreement does not create a partnership, joint venture, or employment relationship.
By clicking “Accept” or by using the Services, Customer agrees to this Agreement.