Visual SLS Terms of Service Last Updated: 01/09/2026
© [2026] SOUL LOGIC SOLUTIONS INC. All rights reserved.
PLEASE READ THESE TERMS OF SERVICE ("Terms," "Agreement") CAREFULLY. BY CLICKING "I ACCEPT," CREATING AN ACCOUNT, OR ACCESSING OR USING THE SOFTWARE OR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS ON BEHALF OF YOURSELF AND THE BUSINESS ENTITY YOU REPRESENT ("Customer," "you," or "your"). IF YOU DO NOT AGREE, DO NOT CLICK "I ACCEPT" AND DO NOT USE THE SOFTWARE OR SERVICES.
These Terms are entered into between SOUL LOGIC SOLUTIONS INC., operating as Visual SLS ("Vendor," "we," "us," or "our"), and Customer.
Vendor provides enterprise resource planning software, software licenses, hosted and cloud-based services, implementation, configuration, customization, integration, training, maintenance, support, and related professional services (collectively, the "Software" and "Services").
1. Definitions "Authorized User" means an employee, officer, director, contractor, consultant, agent, or other individual authorized by Customer to access or use the Software.
"Customer Data" means all data, information, records, documents, files, transactions, images, databases, content, personal information, financial information, operational information, and other materials submitted, entered, uploaded, transmitted, generated, or stored by or on behalf of Customer through or in connection with the Software or Services.
"Documentation" means Vendor's user manuals, instructions, technical documentation, specifications, and other documentation relating to the Software.
"Order Form" means a quotation, order form, subscription order, license order, statement of work, in-app plan selection, or other document or online process by which Customer selects the Software, Services, fees, license scope, subscription term, implementation scope, or other applicable commercial terms.
"Personal Data" means information constituting personal data, personal information, personally identifiable information, or equivalent information under applicable privacy or data protection laws.
"Professional Services" means implementation, installation, configuration, customization, development, consulting, training, data migration, data conversion, integration, and related services.
"Services" means all SaaS services, hosting, maintenance, support, Professional Services, implementation services, and other services provided by Vendor.
"Software" means Vendor's ERP software — including VisualErp, VisualAI, VisualMarket, VisualEvents, VisualService, VisualDistributors, VisualDelivery, and related modules, components, object code, interfaces, APIs, databases, updates, upgrades, enhancements, Documentation, and related materials — made available under this Agreement.
"Subscription Term" means the subscription period stated in the applicable Order Form or plan selection.
"Third-Party Services" means any software, hardware, platform, cloud service, hosting service, telecommunications service, payment processor, bank, government portal, API, integration, database, or other service not owned or directly controlled by Vendor.
2. Agreement Structure These Terms, the applicable Order Form or in-app plan, and any schedules expressly incorporated constitute the agreement between the Parties.
In the event of conflict, the following order of precedence applies:
The applicable Order Form, solely regarding expressly stated commercial terms; A signed Statement of Work; A Data Processing Agreement, solely regarding Personal Data processing; A Service Level Agreement, solely regarding expressly stated service levels; These Terms; Vendor's applicable policies and Documentation. Customer purchase orders, procurement forms, vendor onboarding documents, or Customer standard terms do not modify these Terms unless expressly accepted in writing by Vendor.
3. License and Access Rights 3.1 SaaS Subscription. Subject to payment of all applicable fees and compliance with these Terms, Vendor grants Customer, during the applicable Subscription Term, a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the hosted Software solely for Customer's internal business purposes.
3.2 Perpetual or Term License. Where an Order Form expressly provides for a perpetual or term license, Vendor grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use the specified version of the Software solely for Customer's internal business operations and within the license scope stated in the Order Form. A perpetual license does not include unlimited support, maintenance, hosting, upgrades, custom development, or future versions unless expressly stated in writing.
3.3 License Metrics. License rights may be restricted by number of Authorized Users, locations, legal entities, installations, transaction volume, processing capacity, modules, servers, devices, or other metrics stated in the Order Form. Customer shall not exceed its purchased license scope.
4. Prohibited Use Customer shall not, and shall not permit any third party to:
(a) copy the Software except as expressly permitted; (b) sell, resell, rent, lease, sublicense, distribute, or commercially exploit the Software; (c) reverse engineer, decompile, disassemble, or attempt to derive source code, except to the limited extent such restriction is prohibited by mandatory law; (d) modify or create derivative works of the Software except as expressly authorized; (e) remove proprietary notices; (f) circumvent security mechanisms; (g) use the Software to develop a competing product; (h) use automated methods to scrape or extract the Software; (i) provide unauthorized access; (j) exceed purchased license limits; (k) use the Software for unlawful purposes; (l) transmit malicious code; (m) interfere with the operation or security of the Software; (n) use the Software in a manner that violates applicable law.
5. Customer Accounts and Credentials Customer is responsible for all activity conducted through its accounts. Customer shall maintain accurate account information; protect passwords and authentication credentials; restrict access to authorized individuals; promptly disable former users; prevent credential sharing; maintain reasonable internal security controls; and notify Vendor promptly of suspected unauthorized access.
Customer is responsible for all acts and omissions of its Authorized Users. Vendor is not responsible for unauthorized access resulting from Customer's failure to secure credentials, accounts, devices, systems, or Authorized Users, except to the extent directly caused by Vendor's breach of an express obligation under these Terms.
6. Customer Data Ownership As between the Parties, Customer retains ownership of Customer Data. Vendor does not claim ownership of Customer Data.
Customer grants Vendor a limited right to host, store, copy, transmit, process, and otherwise use Customer Data solely as reasonably necessary to provide, maintain, secure, support, improve, and operate the Services.
Vendor may use aggregated and de-identified information that does not identify Customer or an individual for legitimate business purposes, including analytics, service improvement, benchmarking, and product development.
7. Customer Responsibility for Data Customer is solely responsible for the accuracy, completeness, and legality of Customer Data; obtaining all required permissions; data entry, validation, and reconciliation; transaction approvals; reviewing reports and calculations; maintaining internal controls; determining data retention requirements and what data is appropriate to enter into the Software; and complying with laws applicable to Customer and its data. Vendor does not independently verify Customer Data.
Customer acknowledges the Software may process financial, accounting, payroll, employee, customer, supplier, inventory, operational, confidential, or other sensitive information, and is responsible for determining whether the Software is suitable for its intended use.
8. Customer Backup Responsibility Unless an Order Form expressly states that Vendor provides a specific backup service, Customer is solely responsible for maintaining independent, current, complete, secure, and regularly tested backups of Customer Data. Customer shall not rely exclusively on the Software or Services as its sole backup solution.
Customer acknowledges that backups may not occur instantaneously, may be subject to retention periods, may not capture transactions occurring after the latest backup, may become corrupted or unavailable, and that restoration may not always be technically possible or may result in loss of data created after the relevant backup point.
Where Vendor provides backup services, such services are subject to the specific backup frequency, retention period, and recovery commitments stated in the applicable Order Form or SLA. Unless expressly agreed, Vendor does not guarantee restoration to any specific date or point in time.
9. Data Loss, Corruption, Alteration, or Deletion Customer acknowledges that Customer Data may be lost, corrupted, altered, overwritten, deleted, delayed, or rendered unavailable for numerous reasons, including Customer error, incorrect data entry or configuration, deletion by Customer, unauthorized Customer access, Customer's failure to maintain backups, failed integrations, Third-Party Services, hardware or network failure, malware, ransomware, cyberattacks, force majeure, or events beyond Vendor's reasonable control.
To the maximum extent permitted by applicable law, Vendor shall not be liable for loss, corruption, alteration, deletion, or unavailability of Customer Data to the extent resulting from Customer's acts or omissions, Customer's failure to maintain independent backups, Third-Party Services, or circumstances outside Vendor's reasonable control. Nothing in these Terms excludes liability that cannot legally be excluded.
10. Cybersecurity and Hacking No software, internet service, network, cloud environment, or information system can be guaranteed to be completely secure or immune from cyber threats. Vendor does not guarantee the Software will be immune from hacking, malware, viruses, ransomware, phishing, credential theft, denial-of-service attacks, unauthorized access, zero-day vulnerabilities, or vulnerabilities in Third-Party Services.
Vendor shall maintain commercially reasonable security measures appropriate to the nature of the Services, subject to the limitations of these Terms. Customer remains responsible for the security of its own devices, networks, infrastructure, credentials, personnel, administrators, integrations, and Customer-controlled systems.
Vendor may temporarily suspend access where reasonably necessary to protect the Services, Vendor, Customer, or other users.
11. Data Entry and Validation Customer is solely responsible for data entered into the Software by Customer or its Authorized Users, and shall independently verify financial records, accounting information, payroll, tax information, inventory, reports, calculations, transactions, imported data, migrated data, and system-generated outputs. Vendor is not liable for losses caused by inaccurate, incomplete, outdated, improperly entered, or improperly approved Customer Data.
12. ERP Outputs and Business Responsibility The Software is a business management and information technology tool. Unless expressly agreed in writing, Vendor does not provide legal, tax, accounting, audit, investment, financial, employment, or regulatory advice. Customer remains solely responsible for business decisions and professional compliance, and for verifying all system outputs before relying upon them.
13. Implementation Implementation is governed by the applicable Order Form or Statement of Work. Customer shall provide timely access to personnel, accurate requirements and data, required technical information and system access, knowledgeable representatives, timely approvals, and testing and validation. Vendor is not responsible for delays caused by Customer, Customer personnel, Third-Party Services, or circumstances outside Vendor's reasonable control. Customer delays may result in revised timelines and additional fees.
14. Customization and Change Requests Work outside the agreed scope requires a written change order. Additional charges may apply for custom programming, custom reports, workflows, integrations, data migration, additional configurations or modules, revised requirements, or post-approval changes. Customer acknowledges that customization may affect upgrades, compatibility, performance, security, and support.
15. Data Migration Customer is responsible for the accuracy and legality of data supplied for migration and shall maintain independent backups of all source data before migration. Vendor does not guarantee that all legacy data can be migrated or converted without alteration. Customer shall review and validate migrated data. Vendor is not liable for migration-related issues caused by inaccurate source data, incompatible formats, Customer instructions, Third-Party Services, or Customer's failure to maintain backups.
16. Third-Party Services The Software may interact with Third-Party Services. Vendor does not control Third-Party Services and does not guarantee their availability, accuracy, security, reliability, performance, compatibility, or continuity. Vendor is not liable for failures attributable to Third-Party Services except to the extent such liability cannot legally be excluded.
17. Intellectual Property Vendor and its licensors retain all rights, title, and interest in the Software, source code, object code, architecture, algorithms, APIs, databases, interfaces, Documentation, templates, workflows, methodologies, designs, trade secrets, know-how, updates, modifications, improvements, generic components, reusable code, tools, and frameworks. No intellectual property rights are transferred to Customer except the limited rights expressly granted under these Terms.
18. Custom Development Unless expressly agreed otherwise, Vendor retains all rights to reusable code, generic functionality, development tools, libraries, frameworks, methodologies, know-how, concepts, techniques, and improvements. Customer receives only the rights expressly granted in the applicable Order Form.
19. Fees Customer shall pay all fees stated in the applicable Order Form or selected plan. Unless otherwise stated: fees are non-refundable; payment is not contingent upon Customer's internal approval; invoices are payable within thirty (30) days; applicable taxes are payable by Customer; and Customer shall not withhold undisputed payments. Vendor may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum lawful rate.
20. Suspension for Non-Payment Vendor may suspend Services after providing reasonable notice of overdue undisputed amounts. Suspension does not eliminate Customer's payment obligations. Vendor has no liability for losses resulting from suspension permitted under these Terms.
21. Price Changes Subscription fees may be adjusted upon renewal. Vendor will provide reasonable notice of material pricing changes. Price changes will not affect prepaid current terms unless expressly agreed.
22. Automatic Renewal Unless otherwise stated, subscriptions automatically renew for successive terms equal to the initial Subscription Term. Either Party may elect not to renew by providing written notice at least thirty (30) days before expiration. Renewal is at Vendor's then-current pricing unless otherwise agreed.
23. Support and Maintenance Support and maintenance are provided according to the applicable support plan or SLA.
Vendor will use commercially reasonable efforts to resolve reported bugs and issues within seventy-two (72) hours of a properly reported issue, provided that Customer supplies sufficient information to reproduce the issue and cooperates with Vendor's troubleshooting requests. This 72-hour target may not apply to issues caused by Third-Party Services, Customer modifications, Customer infrastructure, or issues requiring a fix from a third-party provider outside Vendor's control, and does not apply during a mutually agreed maintenance window or event of Force Majeure.
Unless expressly stated otherwise, Vendor does not guarantee uninterrupted service, zero defects, immediate correction of every defect, compatibility with every environment, or permanent availability of every feature. Vendor may modify or discontinue features provided that Vendor does not materially eliminate the core functionality purchased during a prepaid term, subject to applicable law.
24. Warranties Vendor warrants that (a) it has authority to enter into these Terms, and (b) Professional Services will be performed in a professional and workmanlike manner.
Except as expressly stated, the Software and Services are provided "AS IS" and "AS AVAILABLE." To the maximum extent permitted by law, Vendor disclaims all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, error-free operation, accuracy, availability, security, and suitability for Customer's specific requirements. Vendor does not guarantee the Software will satisfy every Customer requirement or produce every desired business result.
25. Confidentiality Each Party shall protect the other's Confidential Information using reasonable safeguards. Confidential Information excludes information that is publicly available, was lawfully known before disclosure, is independently developed, or is lawfully obtained from another source. Disclosure required by law is permitted. Confidentiality obligations survive for five (5) years after termination, except trade secrets, which remain protected for as long as legally protected.
26. Privacy and Data Protection Each Party shall comply with applicable privacy and data protection laws applicable to its respective activities. Where Vendor processes Personal Data on behalf of Customer, the Parties may execute a separate Data Processing Agreement ("DPA"), which governs Personal Data processing where applicable.
Customer is responsible for determining lawful processing grounds; providing required privacy notices; obtaining required consents; ensuring lawful collection and transfer; responding to data subject requests where applicable; and ensuring Customer Data may lawfully be provided to Vendor.
27. Customer Indemnification Customer shall defend, indemnify, and hold harmless Vendor and its affiliates, officers, directors, employees, and contractors from third-party claims arising from Customer Data; Customer's unlawful use of the Services; Customer's breach of these Terms; Customer's violation of law or third-party rights; Customer's misuse of the Software; Customer's failure to secure accounts; acts of Authorized Users; and Customer's integrations or Third-Party Services.
28. Vendor IP Indemnification Subject to these Terms, Vendor shall defend Customer against third-party claims alleging that authorized use of the Software infringes intellectual property rights. Vendor may procure continued use rights, modify or replace the Software, or terminate the affected license and refund applicable prepaid unused fees. Vendor has no obligation for claims arising from Customer modifications, unauthorized use, combination with non-Vendor products, Customer specifications, Third-Party Services, or use outside these Terms.
29. Limitation of Liability To the maximum extent permitted by applicable law, neither Party shall be liable for indirect, consequential, incidental, special, punitive, or exemplary damages; lost profits, revenue, or business opportunity; lost anticipated savings; loss of goodwill; or business interruption.
To the maximum extent permitted by law, Vendor shall not be liable for loss, destruction, corruption, alteration, or unavailability of Customer Data except to the extent directly caused by liability that cannot legally be excluded.
30. Liability Cap To the maximum extent permitted by applicable law, each Party's maximum aggregate liability to the other arising out of or relating to these Terms is limited to direct damages finally awarded, and shall not exceed the amount Customer paid to Vendor for the applicable Software or Services during the twelve (12) months preceding the event giving rise to the claim.
For perpetual licenses, the applicable calculation is based on fees paid for the applicable Software and Services during the twelve (12) months preceding the event giving rise to the claim.
Nothing limits liability to the extent prohibited by mandatory law.
31. Excluded Vendor Liability To the maximum extent permitted by applicable law, Vendor shall not be liable for losses arising from Customer's failure to maintain backups; Customer data entry or failure to validate data; Customer's business decisions; unauthorized Customer access or compromised credentials; Customer systems, hardware, networks, or software; Customer integrations; Third-Party Services; force majeure; government action; telecommunications failure; or events beyond Vendor's reasonable control.
32. Termination Either Party may terminate for material breach if the breach remains uncured for thirty (30) days following written notice. Vendor may suspend or terminate immediately where reasonably necessary due to serious security risk, unlawful use, unauthorized access, material intellectual property infringement, fraud, repeated non-payment, or conduct materially threatening Vendor or other customers. Termination does not eliminate accrued payment obligations.
33. Effect of Termination Upon termination, Customer's license ends, Customer shall cease use, outstanding amounts become due, and Vendor may disable access. For SaaS Services, Customer may request an export of Customer Data during the thirty (30) day period following termination, subject to payment of outstanding fees and technical feasibility. Vendor may delete Customer Data following the applicable export period in accordance with its retention policies and applicable law, and has no obligation to retain Customer Data indefinitely.
34. Force Majeure Neither Party is liable for delay or failure caused by events beyond reasonable control, including natural disasters, war, terrorism, civil unrest, government action, sanctions, epidemics, pandemics, labor disputes, power or internet or telecommunications failures, cyberattacks, or cloud infrastructure failures.
35. Compliance Each Party shall comply with laws applicable to its activities. Customer shall not use the Software for unlawful purposes or in violation of applicable sanctions or export controls, and is responsible for ensuring its use of the Software complies with industry-specific requirements applicable to Customer.
36. Anti-Bribery Neither Party shall use the Software or Services in connection with unlawful bribery, corruption, money laundering, or prohibited activities.
37. Audit Rights Vendor may, upon reasonable notice, request information reasonably necessary to verify compliance with license restrictions. If an audit identifies material under-licensing, Customer shall pay applicable fees and reasonable audit costs.
38. Non-Solicitation To the maximum extent permitted by applicable law, during the term of these Terms and for twelve (12) months thereafter, Customer shall not knowingly solicit for employment Vendor personnel materially involved in providing Services to Customer. General employment advertisements not specifically targeted at Vendor employees are permitted.
39. Publicity Unless Customer provides written notice opting out, Vendor may identify Customer as a customer and display Customer's name and logo in Vendor's marketing materials. Vendor shall not disclose Customer Confidential Information.
40. Subcontractors Vendor may use affiliates and subcontractors to provide Services. Vendor remains responsible for its contractual obligations.
41. Assignment Customer may not assign these Terms without Vendor's prior written consent, except in connection with a merger or sale of substantially all assets where the successor assumes all obligations. Vendor may assign these Terms to an affiliate or successor in connection with corporate restructuring, merger, financing, or sale of the relevant business.
42. Governing Law and Disputes Unless otherwise stated in the applicable Order Form, these Terms shall be governed by, and construed in accordance with, the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, without regard to conflict-of-law principles, subject to mandatory applicable law. The Parties submit to the exclusive jurisdiction of the courts located in Ottawa, Ontario, unless the Parties agree to arbitration or another dispute resolution mechanism in the applicable Order Form.
Either Party may seek urgent injunctive or equitable relief to protect intellectual property, confidential information, or security interests.
43. Language These Terms may be made available in English, Arabic, and French. Unless otherwise required by mandatory applicable law, the English version prevails in the event of conflict or inconsistency.
44. Electronic Acceptance By clicking "I Accept," checking the acceptance box, creating an account, or otherwise accessing or using the Software or Services, Customer agrees these Terms are legally binding to the same extent as a signed paper agreement. Electronic signatures, electronic acceptance, and electronic records have the same effect as original signatures to the maximum extent permitted by law.
45. Entire Agreement These Terms and applicable Order Forms constitute the entire agreement between the Parties concerning the subject matter.
46. Amendments Vendor may update these Terms from time to time. Material changes will be communicated by posting an updated version with a new "Last Updated" date, and, where required by law, by additional notice. Continued use of the Software or Services after changes take effect constitutes acceptance. Vendor may update operational, security, and technical policies where reasonably necessary to operate or protect the Services.
47. Severability If any provision is invalid or unenforceable, it shall be modified to the minimum extent necessary, and the remainder shall remain effective.
48. Waiver Failure to enforce a provision does not waive future enforcement.
49. Independent Contractors The Parties are independent contractors. Nothing creates a partnership, joint venture, employment, agency, or fiduciary relationship.
50. Survival Provisions concerning payment, intellectual property, confidentiality, indemnification, data protection, liability limitations, dispute resolution, governing law, and any provisions intended by their nature to survive shall survive termination.
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You have authority to bind the business entity you represent to these Terms; You agree to the fees, plan, and modules selected during sign-up or in your Order Form; You understand the Software and Services are provided "AS IS," subject to Section 24; You have read the Limitation of Liability (Section 29) and Liability Cap (Section 30). Questions about these Terms? Contact Visual SLS at [email protected].
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