Terms & Conditions

These Terms and Conditions (“Terms”) govern access to and use of Sorbtree, including Sorbtree Cloud, Sorbtree Dedicated Cloud, Sorbtree Customer-Hosted, and Sorbtree Air-Gapped deployments, together with any related software, services, documentation, updates, configurations, integrations, templates, workflows, and support services made available by Sorbtree Corporation (“Sorbtree,” “we,” “us,” or “our”).

By accessing, using, installing, deploying, or permitting use of Sorbtree, the customer identified in the applicable order form, statement of work, subscription agreement, purchase order, or other ordering document (“Customer,” “you,” or “your”) agrees to these Terms.

1. Use of Sorbtree

Sorbtree provides a service delivery platform for configuring, managing, automating, and monitoring intake, records, workflows, decisions, workloads, portals, reports, access controls, and related operational processes.

Subject to these Terms and any applicable ordering document, Sorbtree grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use Sorbtree solely for Customer's internal business purposes during the applicable subscription or license term.

Customer may use Sorbtree only in accordance with these Terms, applicable documentation, applicable laws, and any usage limits, deployment restrictions, or scope set out in the applicable ordering document.

2. Deployment Models

Sorbtree may be provided through one or more of the following deployment models:

1. Sorbtree Cloud, hosted and operated by Sorbtree or its authorized hosting providers;
2. Sorbtree Dedicated Cloud, hosted in a dedicated environment for Customer;
3. Sorbtree Customer-Hosted, deployed by or for Customer on Customer-approved infrastructure; or
4. Sorbtree Air-Gapped, deployed in a restricted or disconnected environment for sensitive operating contexts.

The applicable deployment model will be identified in the ordering document. Unless expressly agreed in writing, Customer-Hosted and Air-Gapped deployments do not include any transfer of source code or ownership rights in Sorbtree.

3. Customer-Hosted and On-Prem Deployments

For Customer-Hosted or Air-Gapped deployments, Sorbtree may provide Customer with deployable software artifacts, containers, installation packages, configuration files, database migration scripts, deployment documentation, administrative tools, signed release packages, license files, or other materials necessary to operate Sorbtree in the approved environment.

Customer may install and operate Sorbtree only on the infrastructure, environments, users, modules, entities, domains, and use cases approved by Sorbtree and described in the applicable ordering document.

Customer is responsible for the security, availability, backup, monitoring, access control, network configuration, disaster recovery, and infrastructure management of any Customer-Hosted or Air-Gapped deployment, except to the extent Sorbtree has expressly agreed in writing to provide managed services for that environment.

Customer must not copy, distribute, extract, modify, bypass, tamper with, or use deployment materials except as strictly necessary to operate Sorbtree under these Terms.

4. License Restrictions

Customer must not, and must not permit any user, contractor, affiliate, or third party to:

1. copy Sorbtree except as expressly permitted for backup or deployment purposes;
2. modify, translate, adapt, or create derivative works of Sorbtree;
3. reverse engineer, decompile, disassemble, inspect, decode, or otherwise attempt to derive source code, architecture, algorithms, data models, trade secrets, or non-public technical methods from Sorbtree;
4. remove or alter proprietary notices, copyright notices, trademarks, license keys, digital signatures, audit controls, or security mechanisms;
5. resell, sublicense, lease, rent, lend, share, commercialize, or make Sorbtree available to any third party;
6. use Sorbtree to build, train, support, benchmark, or improve a competing product or service;
7. circumvent usage limits, license files, feature flags, subscription controls, or access restrictions;
8. interfere with the security, integrity, performance, or availability of Sorbtree;
9. use Sorbtree in violation of applicable law, privacy obligations, procurement rules, or contractual commitments; or
10. permit any unauthorized person or entity to access Sorbtree.

Any use of Sorbtree beyond the scope of the applicable license or subscription is prohibited.

5. Ownership and Intellectual Property

Sorbtree retains all right, title, and interest in and to Sorbtree, including all software, source code, object code, platform architecture, databases, schemas, templates, workflows, business rules, integrations, connectors, documentation, user interfaces, designs, know-how, trade secrets, updates, improvements, modifications, derivative works, and related intellectual property.

No rights are granted to Customer except the limited rights expressly stated in these Terms or the applicable ordering document.

Customer acknowledges that Sorbtree is licensed, not sold. Nothing in these Terms transfers ownership of Sorbtree or any Sorbtree intellectual property to Customer.

All rights not expressly granted are reserved by Sorbtree.

6. Customer Data

Customer retains ownership of Customer Data. “Customer Data” means data, records, files, content, submissions, documents, forms, decisions, reports, communications, and other information submitted to, uploaded into, generated by, or processed through Sorbtree by or on behalf of Customer.

Customer is responsible for the accuracy, legality, quality, integrity, and authorized use of Customer Data.

Sorbtree may process Customer Data only to provide, secure, support, maintain, improve, or operate Sorbtree, or as otherwise permitted by the applicable agreement.

For Customer-Hosted or Air-Gapped deployments, Customer is responsible for implementing appropriate backup, retention, access control, and data protection measures unless otherwise agreed in writing.

7. Configurations and Customer-Specific Materials

Customer may create or provide customer-specific configurations, forms, record types, workflows, business rules, labels, content, reports, portal content, and operational settings within Sorbtree.

As between the parties, Customer owns its Customer Data and customer-specific content.

Sorbtree owns the underlying platform, reusable components, generalized configurations, product features, templates, workflow engine, rule engine, data models, integration framework, access control model, and any improvements, enhancements, or learnings that are not uniquely dependent on Customer's confidential information.

Unless expressly agreed otherwise in writing, Sorbtree may reuse generalized ideas, methods, patterns, improvements, features, and know-how developed through implementation, support, or customization work, provided that Sorbtree does not disclose Customer's confidential information or Customer Data.

8. Custom Development and Professional Services

If Sorbtree provides implementation, configuration, integration, customization, advisory, migration, training, or other professional services, the scope will be described in an applicable statement of work or ordering document.

Unless expressly stated otherwise in writing:

1. Sorbtree retains ownership of all platform improvements, reusable components, generalized enhancements, methods, tools, templates, scripts, connectors, workflows, and technical know-how developed in connection with the services;
2. Customer receives a limited right to use the deliverables solely with Sorbtree and for Customer's internal business purposes; and
3. Customer retains ownership of its Customer Data and customer-specific materials provided to Sorbtree.

9. Source Code

Customer will not receive source code to Sorbtree unless expressly agreed in a separate written agreement signed by Sorbtree.

Provision of containers, binaries, deployment packages, object code, scripts, configuration files, or documentation does not constitute a source code license, source code transfer, or assignment of intellectual property.

Customer must not attempt to access, reconstruct, derive, or replicate Sorbtree source code.

10. Source Code Escrow

For certain enterprise, government, regulated, or sensitive deployments, Sorbtree may offer source code escrow under a separate escrow agreement and at Customer's cost.

Any escrow arrangement must be documented in writing and will define the escrow materials, deposit schedule, verification process, release conditions, permitted use following release, confidentiality obligations, and survival terms.

Unless and until a release event occurs under the escrow agreement, Customer has no right to access or use Sorbtree source code.

If source code is released under an escrow agreement, Customer's rights will be limited to maintaining its own authorized internal use of Sorbtree and will not include any right to commercialize, resell, sublicense, publish, distribute, or create a competing product.

11. License Keys, Usage Controls, and Audit Rights

Sorbtree may use license keys, signed license files, organization identifiers, environment restrictions, feature flags, user limits, module limits, expiry dates, usage metering, audit logs, digital signatures, and other technical controls to manage licensed use.

Customer must not disable, bypass, alter, interfere with, or misrepresent any license, audit, security, or usage control.

Sorbtree may request reasonable information to verify compliance with these Terms. Customer must cooperate with reasonable compliance checks, including confirmation of deployment environments, user counts, modules, and usage scope.

If Sorbtree determines that Customer has exceeded the permitted scope of use, Customer must promptly pay applicable fees and correct the non-compliant use.

12. Confidentiality

Each party may receive confidential information from the other party. Confidential information includes non-public business, technical, security, financial, operational, product, pricing, roadmap, source code, deployment, architecture, Customer Data, and other information that should reasonably be understood to be confidential.

The receiving party must protect the disclosing party's confidential information using at least reasonable care and must not use or disclose it except as necessary to perform under these Terms or as required by law.

Sorbtree's confidential information includes the Sorbtree platform, source code, object code, architecture, deployment materials, product roadmap, pricing, documentation, security methods, trade secrets, templates, workflows, and non-public technical materials.

Customer's confidential information includes Customer Data and non-public customer-specific operational materials.

Confidentiality obligations survive termination of these Terms.

13. Security

Sorbtree will use commercially reasonable measures to protect Sorbtree Cloud and Sorbtree Dedicated Cloud environments under its control.

Customer is responsible for maintaining secure user access, credentials, permissions, devices, networks, integrations, and Customer-Hosted or Air-Gapped infrastructure.

Customer must promptly notify Sorbtree of any actual or suspected unauthorized access, compromise, vulnerability, misuse, or security incident involving Sorbtree.

Customer must not conduct penetration testing, vulnerability scanning, load testing, or security testing against Sorbtree Cloud or Sorbtree Dedicated Cloud environments without Sorbtree's prior written approval.

14. Privacy and Compliance

Each party must comply with applicable privacy, data protection, public-sector, procurement, security, and records laws that apply to its activities.

Customer is responsible for determining whether Sorbtree is appropriate for Customer's legal, regulatory, retention, classification, residency, accessibility, and compliance requirements.

Where required, the parties may enter into a separate data processing agreement, privacy schedule, security schedule, or public-sector addendum.

15. Acceptable Use

Customer must not use Sorbtree to:

1. violate applicable law or third-party rights;
2. process data without proper authorization;
3. upload malicious code, malware, or harmful materials;
4. interfere with Sorbtree's operation, security, or integrity;
5. attempt unauthorized access to systems, data, or accounts;
6. send unlawful, deceptive, harmful, or abusive communications;
7. use Sorbtree for surveillance, profiling, or automated decision-making in a manner prohibited by law; or
8. misuse artificial intelligence, automation, workflows, or integrations in a way that causes unlawful, discriminatory, deceptive, or harmful outcomes.

16. Third-Party Services and Integrations

Sorbtree may interoperate with third-party services, systems, APIs, identity providers, hosting environments, email services, payment processors, analytics services, or government systems.

Customer is responsible for obtaining and maintaining any third-party accounts, permissions, credentials, licenses, consents, and configurations required for such integrations.

Sorbtree is not responsible for third-party services or their availability, security, changes, errors, or acts or omissions.

17. Updates and Support

Sorbtree may provide updates, patches, bug fixes, enhancements, or new versions from time to time.

For Sorbtree Cloud and Sorbtree Dedicated Cloud, Sorbtree may apply updates directly.

For Customer-Hosted or Air-Gapped deployments, Sorbtree may provide signed release packages or update instructions. Customer is responsible for applying updates unless Sorbtree has expressly agreed to manage the deployment.

Support obligations, response times, service levels, and maintenance windows, if any, will be set out in the applicable ordering document or support policy.

18. Fees and Payment

Customer must pay all fees described in the applicable ordering document.

Unless otherwise stated, fees are non-refundable and payable in accordance with the payment terms in the applicable ordering document.

If Customer fails to pay undisputed amounts when due, Sorbtree may suspend access, withhold support, decline updates, or terminate the applicable subscription or license after providing any required notice.

19. Suspension

Sorbtree may suspend access to Sorbtree or related services if:

1. Customer fails to pay undisputed fees;
2. Customer exceeds the licensed scope of use;
3. Customer violates these Terms;
4. continued use creates a security, legal, operational, or reputational risk;
5. Customer or its users compromise or threaten Sorbtree systems; or
6. suspension is required by law.

Sorbtree will use reasonable efforts to provide notice where practical.

20. Term and Termination

These Terms remain in effect for as long as Customer has an active subscription, license, ordering document, or access to Sorbtree.

Either party may terminate for material breach if the breach is not cured within the applicable cure period stated in the ordering document, or if no cure period is stated, within thirty days after written notice.

Upon termination or expiry:

1. Customer's right to access and use Sorbtree ends;
2. Customer must stop using Sorbtree;
3. for Customer-Hosted or Air-Gapped deployments, Customer must uninstall and destroy all copies of Sorbtree and certify destruction upon request;
4. Customer must pay all outstanding fees;
5. each party must return or destroy the other party's confidential information as required; and
6. provisions intended to survive will continue, including ownership, confidentiality, restrictions, payment obligations, disclaimers, liability limits, and dispute provisions.

21. Data Export and Return

Upon termination, Customer may request export or return of Customer Data within a reasonable period, subject to technical feasibility, applicable fees, legal restrictions, and the terms of the applicable ordering document.

Sorbtree may delete Customer Data after termination in accordance with its data retention practices, unless legally required to retain it or otherwise agreed in writing.

For Customer-Hosted or Air-Gapped deployments, Customer is responsible for retaining and exporting Customer Data from its own environment.

22. Warranties and Disclaimers

Sorbtree will provide the platform and services using commercially reasonable skill and care.

Except as expressly stated in these Terms or an applicable ordering document, Sorbtree is provided “as is” and “as available.”

Sorbtree does not warrant that the platform will be uninterrupted, error-free, vulnerability-free, compatible with all systems, or suitable for every Customer requirement.

Sorbtree does not guarantee any specific operational, legal, regulatory, financial, policy, decision, backlog, service-level, automation, artificial intelligence, or workflow outcome.

Customer is responsible for reviewing, validating, approving, and overseeing its own decisions, workflows, automations, configurations, reports, notices, and outputs.

23. Limitation of Liability

To the maximum extent permitted by law, Sorbtree will not be liable for indirect, incidental, special, consequential, exemplary, punitive, or similar damages, including lost profits, lost revenue, loss of goodwill, business interruption, loss of data, procurement consequences, operational delays, or loss of anticipated savings.

To the maximum extent permitted by law, Sorbtree's total aggregate liability arising out of or relating to these Terms will not exceed the fees paid by Customer to Sorbtree for the affected product or service during the twelve months before the event giving rise to liability.

These limits apply regardless of the theory of liability, whether in contract, tort, negligence, strict liability, statute, or otherwise, even if a remedy fails its essential purpose.

24. Indemnity

Customer will defend, indemnify, and hold harmless Sorbtree from and against claims, damages, losses, liabilities, costs, and expenses arising from:

1. Customer Data;
2. Customer's use of Sorbtree in violation of these Terms or applicable law;
3. Customer-specific configurations, workflows, forms, rules, decisions, notices, reports, or automations;
4. Customer's systems, infrastructure, integrations, or third-party services;
5. unauthorized use caused by Customer or its users; or
6. Customer's breach of confidentiality, privacy, security, or intellectual property obligations.

Sorbtree will defend Customer against third-party claims alleging that Sorbtree, as provided by Sorbtree and used in accordance with these Terms, infringes a third party's intellectual property rights. Sorbtree's obligations do not apply to claims arising from Customer Data, Customer modifications, unauthorized use, third-party services, open-source components, Customer-Hosted infrastructure, combinations not provided by Sorbtree, or use after Sorbtree provides a non-infringing alternative.

Sorbtree may resolve an infringement claim by obtaining continued use rights, modifying Sorbtree, replacing Sorbtree, or terminating the affected license and refunding prepaid unused fees.

25. Publicity

Sorbtree may not use Customer's name, logo, or marks in public marketing materials without Customer's prior written consent, unless otherwise agreed in the ordering document.

Customer may not use Sorbtree's name, logo, trademarks, or branding except as permitted by Sorbtree in writing.

26. Feedback

If Customer provides suggestions, ideas, improvements, requests, comments, or other feedback about Sorbtree, Sorbtree may use that feedback without restriction or obligation, provided that Sorbtree does not disclose Customer's confidential information.

Customer grants Sorbtree a perpetual, irrevocable, worldwide, royalty-free license to use feedback to improve, develop, and commercialize Sorbtree and related products or services.

27. Government and Public-Sector Use

If Customer is a government, Crown corporation, public-sector body, regulator, municipality, agency, or public-sector-adjacent organization, these Terms apply except to the extent modified by a written agreement signed by Sorbtree.

No procurement terms, purchase order terms, request for proposal terms, policy documents, or other Customer terms will modify these Terms unless expressly accepted in writing by Sorbtree.

28. Export, Sanctions, and Restricted Use

Customer must comply with applicable export control, sanctions, anti-corruption, procurement integrity, and restricted party laws.

Customer must not use Sorbtree in any jurisdiction, sector, or manner prohibited by applicable law.

29. Assignment

Customer may not assign, transfer, delegate, or sublicense these Terms or any rights under them without Sorbtree's prior written consent.

Sorbtree may assign these Terms in connection with a merger, acquisition, corporate reorganization, financing, sale of assets, or transfer of business.

30. Governing Law

These Terms are governed by the laws of the Province of Ontario and the applicable federal laws of Canada, without regard to conflict of law principles.

The parties agree to the exclusive jurisdiction of the courts located in Ontario, Canada, unless the applicable ordering document states otherwise.

31. Order of Precedence

If there is a conflict between these Terms and an ordering document, the ordering document will govern only for that specific order and only to the extent of the conflict.

Any additional or conflicting terms in a purchase order, vendor portal, procurement document, invoice process, or similar document are rejected and have no effect unless expressly agreed in writing by Sorbtree.

32. Changes to These Terms

Sorbtree may update these Terms from time to time. Updated Terms will apply to new subscriptions, renewals, and continued use after notice or posting, unless prohibited by applicable law or otherwise agreed in writing.