Terms and Conditions

Last updated: September 23, 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

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 with the Licensed Company File in the production Instance and with a permitted copy or sample company file in the staging/test Instance.

The MCP Server is an optional component of the Software. You may connect compatible AI Clients to it solely for your own authorized business purposes and in accordance with this Agreement.

You may make and use reasonable copies of the Licensed Company File for staging, testing, backup, restoration, archival, and disaster-recovery purposes. The staging/test Instance may use either such a copy or a sample company file, but it must not connect to the live Licensed Company File or be used as an additional production Instance. Your license does not extend to any other production company file. Use with an additional production company file requires a separate license, setup fee, and Annual Fee.

You may use the Software through your employees, ordinary business integrations, and contractors acting for your authorized business purposes, provided that you remain responsible for their compliance with this Agreement and require contractors to protect the Software, credentials, and data appropriately. You may not make the Software available for a third party’s independent business use.

You may relocate the Software to a replacement server without an additional license fee. A customer-managed relocation does not incur a setup fee. ARIV-assisted relocation work will be scoped and priced separately before work begins, except that each Support Period includes one no-charge reinstallation following a verified failure of the server or its essential hardware. You are responsible for maintaining valid backups and satisfying the technical prerequisites for the replacement server.

You must separately obtain and maintain all Sage 50 Canada software, subscriptions, licences, permissions, and infrastructure required to use the Software. ARIV is an independent provider and is not affiliated with, endorsed by, or sponsored by Sage. Sage and Sage 50 are trademarks of their respective owner.

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 the initial installation of the Software on your server. ARIV will use commercially reasonable efforts to complete the installation within 1 to 4 hours, but the process may take longer where your environment presents unforeseen configuration issues.

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 Successful Installation and Failed-Installation Refund. Installation is successful when ARIV demonstrates that the installed production Instance can connect to the Licensed Company File and complete an authenticated read operation through the API. Where a staging/test Instance is included in the initial installation and its prerequisites are available, ARIV will also demonstrate the same operation against a permitted copy or sample company file. If ARIV determines that it cannot complete a successful installation after you have provided the reasonably required access, cooperation, and technical prerequisites, ARIV will stop the installation and refund both the $1,195 setup fee and the initial $595 Annual Fee. This refund is your exclusive fee remedy for an unsuccessful initial installation and does not apply if you withdraw from or prevent completion of an otherwise feasible installation.

3.4 Taxes. Fees are stated in Canadian dollars and exclude applicable sales, use, value-added, withholding, and similar taxes. You are responsible for applicable taxes other than taxes based on ARIV’s net income.

3.5 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 under Section 4. The term and Support Period begin on the Effective Date even if installation occurs later. ARIV will send a renewal reminder, including any change to the Annual Fee, at least 60 days before the renewal date.

4. Term, Renewal, and Termination

You may prevent renewal by cancelling your subscription through Stripe using the subscription-management controls associated with your purchase at least 30 days before the renewal date. Stripe’s cancellation confirmation serves as acknowledgement of your cancellation. Cancellation takes effect at the end of the then-current term and does not entitle you to a refund for that term.

Either party may terminate this Agreement for the other party’s material breach if the breach is not cured within 30 days after written notice describing it. ARIV may suspend access immediately to the extent reasonably necessary to address a material security risk, unauthorized use, a material breach of Section 7, or fees more than 15 days overdue, but will give notice and a reasonable opportunity to cure where the circumstances permit.

If you terminate for ARIV’s uncured material breach, ARIV will refund the unused portion of the prepaid Annual Fee, calculated from the effective termination date. Except for the failed-installation refund in Section 3.3, this remedy, or a refund expressly required by Section 13, prepaid fees are non-refundable.

On expiry or termination, your license is revoked, and ARIV will provide no further updates or support. You must stop using and uninstall the Software, except that you may retain archival backup copies that are not installed or used.

5. Customer Responsibilities

5.1 Server Security. ARIV is not responsible for administering or securing the server on which the Software is installed. You are responsible for whitelisting appropriate IP addresses; configuring and maintaining your firewall; obtaining and installing a valid SSL certificate; applying operating-system and security patches; protecting API keys and credentials; restricting access to authorized users and systems; maintaining backups; and taking reasonable measures to prevent unauthorized access or data leakage. ARIV is not liable to the extent a loss, damage, or unauthorized disclosure is caused by your failure to meet these responsibilities.

5.2 MCP and AI Use. You are solely responsible for selecting, configuring, authorizing, supervising, and using each AI Client connected to the MCP Server. Before connecting an AI Client, you must review and accept its provider’s terms, privacy practices, data retention settings, security controls, and any other conditions that apply. ARIV does not provide, operate, endorse, or control any AI Client and is not responsible for its availability, security, conduct, output, or handling of data.

You determine which users, AI Clients, tools, permissions, and Sage 50 data may be accessed through the MCP Server. You are responsible for ensuring that all such access and processing is lawful, authorized, appropriate for your business, and consistent with your privacy, confidentiality, recordkeeping, and regulatory obligations. You must not provide an AI Client with access to personal, confidential, or regulated information unless you have all required rights, consents, safeguards, and agreements.

AI Clients may misunderstand instructions, produce inaccurate or incomplete output, or request unintended, duplicate, or incorrect transactions. You must use appropriately qualified personnel to review material outputs, maintain suitable access restrictions, approval processes, audit procedures, and backups, and independently verify entries affecting accounting, payroll, taxes, inventory, payments, financial reporting, or legal or regulatory compliance.

Before execution, your authorized personnel must approve every payment, payroll action, deletion, irreversible action, or other change that could reasonably create material financial, legal, operational, or data-loss risk. Lower-risk actions may be subject to prompt post-execution reconciliation under your documented controls. These are customer process requirements; the Software does not provide or promise a built-in approval workflow unless ARIV expressly confirms one in writing.

A request submitted with your credentials or by an AI Client you configured is treated as authorized by you as between you and ARIV. You are responsible for errors in the substance of that request and for an AI Client’s acts or omissions. However, you are not responsible under this Section for the extent to which a correctly formed and authorized request is executed incorrectly because of a reproducible defect in ARIV’s Software.

6. Support and Maintenance

During an active Support Period, ARIV provides email support at support@ariv.ca, monitored on Business Days from 9:00 a.m. to 5:00 p.m. Eastern Time. A Critical Incident is a reproducible defect in the Software that prevents ordinary production use, causes material data corruption, or creates a material security exposure. ARIV will acknowledge a Critical Incident within one Business Day and other bug reports within two Business Days.

ARIV will use commercially reasonable efforts to investigate reproducible defects, provide available workarounds, and issue fixes according to severity, complexity, and operational risk. Acknowledgement and target timeframes are not guaranteed resolution times. Feature requests may be considered and implemented at ARIV’s discretion.

ARIV will maintain the Software for Supported Versions and use commercially reasonable efforts to make a compatibility update available within 90 days after Sage’s general release of a new major version in Canada. This is a target, not a guarantee, and is subject to Sage making the required technical interfaces and information available. ARIV may end support for a Sage release when Sage ends its support or when continued compatibility is not reasonably feasible, upon reasonable notice where practicable.

No support or updates 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.

You may not use the Software, MCP Server, or any AI Client connected to it to access data or perform actions without authorization, violate applicable law or third-party rights, bypass security controls, introduce malicious code, interfere with the Software, or expose the Software or credentials for use by an unlicensed third party.

8. Confidentiality

Each party will protect the other party’s non-public information using at least reasonable safeguards, disclose it only to personnel and contractors who need it and are bound by appropriate confidentiality duties, and use it only to perform or exercise rights under this Agreement. Confidential information includes technical information about the Software and any data, personal information, credentials, or server access provided for installation or support.

The receiving party’s obligations do not apply to information it can document was lawfully known without restriction, becomes public through no breach, is independently developed without use of the confidential information, or is lawfully received from a third party without a confidentiality duty. A legally compelled disclosure is permitted if the receiving party gives advance notice where lawful and discloses only what is required.

General confidentiality obligations survive for five years after termination. Obligations concerning trade secrets survive for as long as the information remains a trade secret. Obligations concerning credentials and personal information survive until secure deletion and for any longer period required by law.

Information sent to an AI Client is disclosed to a third party selected by you and is governed by your agreement with that provider, not ARIV’s confidentiality obligations under this Section.

9. Support Access and Personal Information

ARIV will access your server, systems, and data only when reasonably necessary for installation or support and only with authorization from your designated contact. ARIV will restrict access to personnel and contractors who require it, use reasonable administrative, technical, and physical safeguards, and use information obtained through that access only to perform the requested services.

Where you communicate personal information to ARIV for a mandate or contract for services, ARIV will use it only to perform that mandate or contract, protect its confidentiality, and not retain it after the mandate or contract expires or the information is no longer required, subject to legal retention obligations. ARIV will notify your designated privacy contact without delay of any known violation or attempted violation of a confidentiality obligation affecting that personal information and will provide information reasonably required for you to assess and respond to the incident.

Upon completion of support, ARIV will close remote access and securely delete credentials and copies of customer data in its possession, unless retention is legally required. On reasonable notice, ARIV will provide information and cooperation reasonably necessary for your person in charge of the protection of personal information to verify compliance with these confidentiality requirements, subject to safeguards for ARIV’s other customers, security, and confidential information.

10. 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 receive or host your Sage 50 data solely through your use of the Software, which is installed on your server. When you connect an AI Client, data returned through the MCP Server may be transmitted to and processed or retained by that AI Client and its provider under your configuration and your agreement with them.

11. 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.

ARIV does not warrant that the MCP Server will be compatible with any particular AI Client or that any AI-generated output, interpretation, recommendation, or action will be accurate, complete, current, secure, error-free, or suitable for your intended purpose. AI output is not accounting, tax, legal, payroll, or other professional advice and must not be relied on as a substitute for qualified professional judgment.

12. 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.

Subject to the first two paragraphs of this Section, ARIV is not liable for an AI Client’s or its provider’s act or omission; their disclosure, processing, retention, or use of data; or a result caused by an inaccurate, incomplete, unauthorized, or unintended request generated by or submitted through an AI Client. This exclusion does not apply to the extent a correctly formed and authorized request is executed incorrectly because of a reproducible defect in ARIV’s Software.

Nothing in this Agreement excludes or limits liability for bodily or moral injury. Nothing excludes or limits liability for material injury caused by intentional or gross fault, including gross recklessness, gross carelessness, or gross negligence. Any other liability that cannot lawfully be excluded or limited remains unaffected.

13. Changes to These Terms

ARIV may make non-material changes that do not reduce your rights or materially increase your obligations during a term by giving reasonable email notice. A material commercial change, including a price change, will take effect only at your next renewal, and ARIV will notify you by email at least 60 days before that renewal so you may cancel before the 30-day deadline.

If ARIV must make a material change during a term to comply with law or address a material security risk, ARIV will give as much advance notice as reasonably practicable. If that change materially reduces the core functionality you purchased or materially increases your obligations, you may reject it by terminating within 30 days after notice, and ARIV will refund the unused portion of the prepaid Annual Fee. Continued use after a properly notified change takes effect constitutes acceptance.

14. 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.

15. Language

The French version of this Agreement must be provided before a customer who is subject to the applicable French-language contracting requirements may expressly choose to be bound only by the English version. Access to an English-language webpage or a link to the French version does not by itself record that express choice. Where the parties validly choose English after the French version has been provided, they expressly wish to be bound only by the English version and for related documents to be in English, subject to applicable law.

La version française de la présente Entente doit être remise avant qu’un client assujetti aux exigences applicables en matière de langue contractuelle puisse choisir expressément d’être lié seulement par la version anglaise. Lorsque les parties choisissent validement l’anglais après la remise de la version française, elles souhaitent expressément être liées seulement par la version anglaise et que les documents qui s’y rattachent soient rédigés en anglais, sous réserve de la loi applicable.

16. 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 is held unenforceable, the remaining provisions will continue in force. A waiver must be in writing and applies only to the specific circumstance for which it is given.

You may not assign this Agreement without ARIV’s prior written consent. ARIV may assign it in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets. Notices will be sent to the email address associated with the recipient’s account or, for notices to ARIV, to support@ariv.ca, and are effective when received.

17. Contact

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