Terms and Conditions

Last updated: August 3, 2026

These Terms and Conditions (the “Agreement”) govern the purchase and use of the Sage 50 Canada REST API service (the “Software”) provided by ARIV inc. (“ARIV”, “we”, “us”). By purchasing, installing, or using the Software, you (“Customer”, “you”) agree to be bound by this Agreement. If you do not agree, do not purchase or use the Software.

1. Definitions

• “Software” means ARIV’s Sage 50 Canada REST API service, including any updates provided under this Agreement.
• “Licensed Company File” means the single Sage 50 Canada company data file (.SAI) associated with your account, to which your license applies.
• “Instance” means a running installation of the Software. Each license includes two Instances: one staging/test Instance and one production Instance, both associated with the Licensed Company File.
• “Support Period” means each period for which the Annual Fee (defined below) has been paid and is current.
• “Effective Date” means the date of your initial payment for the Software.

2. Scope of License

Subject to payment of the fees set out in Section 3 and compliance with this Agreement, ARIV grants you a non-exclusive, non-transferable license to install and use the Software, limited to your Licensed Company File and the two Instances described above.

Your license does not extend to any other Sage 50 company file. If you wish to use the Software with an additional company file, this constitutes a new installation and is subject to a new one-time setup fee and a separate annual fee, as set out in Section 3.

If you relocate the Software to a new server (including as a result of a hardware refresh or migration to a new hosting environment), this constitutes a new installation and is subject to a new one-time setup fee.

3. Fees and Payment

3.1 Setup Fee. You will pay ARIV a one-time setup fee of $1,195 CAD, payable in advance via Stripe. This fee covers installation of the Software on your server, which ARIV will use best efforts to complete within 1 to 4 hours, though the process may take longer where your server environment presents unforeseen configuration issues. If ARIV is unable to complete the installation successfully, ARIV will refund the setup fee in full.

3.2 Annual Fee. You will pay ARIV an annual license and support fee of $595 CAD, payable in advance via Stripe. The first Annual Fee is due at the time of purchase; each subsequent Annual Fee is due on the anniversary of the Effective Date.

3.3 Auto-Renewal. Your license has an initial term of one (1) year from the Effective Date and will automatically renew for successive one-year terms unless you cancel at least 30 days before the end of the then-current term, or this Agreement is otherwise terminated in accordance with Section 4.

4. Term, Renewal, and Termination

If you do not renew or otherwise cancel your subscription, your license under Section 2 is revoked as of the end of the then-current term, and any continued use of the Software after that date is not authorized. ARIV will provide no further updates or support from that date. You should uninstall and delete the Software from your server(s) upon expiry or termination.

ARIV may suspend or terminate your license immediately on notice if you materially breach Section 7 (Restrictions on Use) or fail to pay any fee due under this Agreement within 15 days of the due date.

5. Customer Responsibilities — Server Security

ARIV is not responsible for securing the server on which the Software is installed. You are solely responsible for: whitelisting appropriate IP addresses; configuring and maintaining your server firewall; obtaining and installing a valid SSL certificate; applying operating system and security patches on an ongoing basis; and taking all reasonable measures to prevent unauthorized access to or leakage of data. ARIV bears no liability for any loss, damage, or unauthorized disclosure arising from your failure to meet these responsibilities.

6. Support and Maintenance

For as long as your Support Period is current, ARIV will: (a) update the Software as needed to maintain compatibility with new releases of Sage 50 Canada; (b) provide bug fixes; and (c) consider and, at ARIV’s discretion, implement feature requests you submit. Bug reports should be submitted by email to ARIV, and ARIV will acknowledge receipt within 48 hours.

No support or updates of any kind are provided outside an active Support Period.

7. Restrictions on Use

You may not, and may not permit any third party to: modify, adapt, translate, or create derivative works of the Software; reverse-engineer, decompile, or disassemble the Software, except to the extent such restriction is prohibited by applicable law; or resell, sublicense, rent, lease, or otherwise distribute the Software or any part of it to any third party.

8. Confidentiality

Each party will keep confidential any non-public information disclosed by the other party in connection with this Agreement, including technical information about the Software and any data, credentials, or server access you provide to enable installation and support, and will use such information solely to perform its obligations under this Agreement. This obligation survives termination of this Agreement for a period of two (2) years.

9. Intellectual Property

The Software, including all associated intellectual property rights, is and remains the exclusive property of ARIV. Nothing in this Agreement transfers ownership of the Software to you. You own and retain all rights to your own data at all times; ARIV does not access, store, or transmit your Sage 50 data, which remains on your own server.

10. Warranty Disclaimer

Except as expressly stated in this Agreement, the Software is provided “as is”, without warranty of any kind, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.

11. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, or data, arising out of or related to this Agreement, even if advised of the possibility of such damages.

To the maximum extent permitted by law, ARIV’s total aggregate liability arising out of or related to this Agreement will not exceed the total fees paid by you to ARIV in the twelve (12) months preceding the event giving rise to the claim.

Nothing in this Agreement limits either party’s liability for gross negligence, willful misconduct, or death or personal injury caused by its negligence, to the extent such limitation is prohibited by applicable law.

12. Governing Law

This Agreement is governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts of the Province of Quebec.

13. Changes to These Terms

ARIV may update this Agreement from time to time. Material changes will be communicated to active customers by email. Continued use of the Software after a change takes effect constitutes acceptance of the revised terms.

14. General Provisions

This Agreement constitutes the entire agreement between you and ARIV regarding its subject matter and supersedes all prior discussions or agreements on that subject. If any provision of this Agreement is held unenforceable, the remaining provisions will continue in full force. You may not assign this Agreement without ARIV’s prior written consent. ARIV may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. Notices under this Agreement will be sent to the email address associated with your account.

15. Contact

Questions about these Terms can be sent to support@ariv.ca