Master Subscription Agreement

1. Parties and acceptance

This Master Subscription Agreement ("Agreement" or "MSA") is entered into between Nova System Inc., a corporation incorporated under the laws of British Columbia, Canada ("Nova System", "we", "us", or "our"), and the entity identified in the Order Form, sign-up flow, or invoice that references this Agreement ("Customer", "Firm", or "you").

By signing an Order Form, clicking "I accept", creating an account, paying an invoice, or using the Meridian platform, you confirm that (a) you have read this Agreement, (b) you have authority to bind the Firm, and (c) the Firm agrees to be bound by this Agreement together with every document incorporated by reference, including the Acceptable Use Policy, the Privacy Policy, the Data Processing Addendum, the Third-Party Intelligence Services Terms, the Security Overview, the Support SLA, and the Sub-processors list.

If you are accepting on behalf of a Firm that is not yet incorporated, you personally agree to be bound until incorporation, at which point the Firm assumes your obligations.

2. Definitions

Capitalized terms have the meanings given below; the singular includes the plural and vice versa.

• Affiliate — any entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent of the voting securities.
• Authorized User — any individual the Firm permits to access the Service under the Firm's account, including employees, contractors, consultants, agents, and regulated professionals working for the Firm.
• Confidential Information — non-public information disclosed by one party to the other that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential under the circumstances.
• Customer Data — all data, content, files, records, attachments, messages, and information that the Firm or its Authorized Users submit, upload, generate, transmit, or store through the Service, including information about the Firm's clients.
• Documentation — the user-facing documentation we publish for the Service, including help articles, knowledge-base entries, and in-product onboarding content.
• Firm Client — an end customer of the Firm (for example, an immigration applicant or business sponsor whose case the Firm manages through Meridian).
• Meridian — the multi-tenant software-as-a-service platform operated by Nova System, comprising the Polaris desktop application, the Aurora mobile companion application, the public Island Bar widget, and the underlying back-end services. Aurora is always provided as a bundled companion to a Polaris subscription and is not offered as a standalone product.
• Order Form — any ordering document or online sign-up flow that references this Agreement and identifies the products purchased, the start date, the term, and any negotiated terms.
• Service — the Meridian platform together with any updates, releases, applications, and Documentation made available by Nova System under this Agreement.
• Subscription Term — the period during which the Firm is entitled to access the Service, as set out in the Order Form.
• Third-Party Intelligence Services — services provided by third parties whose models, classifiers, retrieval systems, or other automated capabilities are integrated into the Service to power assistant, generation, classification, summarization, or recommendation features.

3. The Service

3.1 Grant of access

Subject to this Agreement and the payment of fees, Nova System grants the Firm a non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Service for the Firm's internal business purposes, solely to support the Firm's lawful practice of immigration consulting or legal services.

3.2 Companion mobile application

The Aurora mobile companion application is provided to Authorized Users at no separate charge and only as a companion to the Firm's Polaris subscription. Aurora is not sold or licensed on a standalone basis. The Firm's right to allow Authorized Users to install and use Aurora terminates automatically when the Polaris subscription terminates or expires.

3.3 Service changes

Nova System may modify the Service from time to time to add features, remove features, improve performance, fix defects, or comply with law. We will not make changes during a Subscription Term that materially diminish the Service taken as a whole. If we retire a feature that is material to the Firm's use, we will provide reasonable advance notice and, where reasonably possible, an export path or equivalent replacement.

3.4 Beta features

From time to time we may make features available labelled "beta", "preview", "experimental", "pilot", or similar. Beta features are provided "as is" and "as available", may be modified or discontinued at any time, are not subject to the Support SLA, and may carry their own additional terms. The Firm uses beta features at its own risk.

4. Orders and subscriptions

4.1 Order Form

Each Order Form sets out the products purchased, the number of seats or other usage units, the start date, the Subscription Term, the renewal terms, and any fees or discounts. Order Forms are incorporated into this Agreement on signature or acceptance.

4.2 Bundled mobile companion

Aurora seats are bundled with Polaris seats. The Firm cannot purchase Aurora seats separately, and Nova System will not invoice the Firm for Aurora as a line item. Where an Authorized User who has a Polaris seat installs and uses Aurora, that use is included in the Polaris subscription.

4.3 Quotes and proposals

Quotes and proposals are valid for the period stated and are subject to availability. We may revise quotes at any time before acceptance.

4.4 Reseller and partner arrangements

If the Firm purchases the Service through a reseller, distributor, or referral partner, the commercial terms (including fees, renewal, and refunds) are governed by the agreement between the Firm and the reseller, but the use of the Service is governed by this Agreement. Nova System has no obligation to the Firm for any commitments made by a reseller that are not also reflected in this Agreement or a signed Order Form.

5. Fees and payment

5.1 General

The Firm will pay all fees set out in the applicable Order Form or invoice. Fees are in the currency stated; if no currency is stated, fees are in Canadian dollars. We do not publish public pricing in this Agreement — pricing is communicated through Order Forms, quotes, or our online checkout flow at the time of sign-up.

5.2 Taxes

Fees are exclusive of all sales, use, value-added, withholding, or similar taxes. The Firm is responsible for all such taxes other than taxes on Nova System's net income. Where we are required to collect a tax, we will add it to the invoice.

5.3 Payment terms

Unless otherwise stated on the Order Form, invoices are due on receipt and overdue if not paid within thirty days. Payments by credit card or pre-authorized debit are charged on the schedule set out on the Order Form or sign-up flow. Late amounts accrue interest at one and a half percent per month or the highest rate permitted by law, whichever is lower.

5.4 Disputed invoices

The Firm must notify us of any disputed invoice within fifteen days of the invoice date, providing reasonable detail. Undisputed amounts must be paid on the original due date.

5.5 Refunds

Fees are non-refundable except as expressly stated in this Agreement or required by law. We may, at our discretion, provide pro-rated refunds where we terminate the Agreement for cause attributable to Nova System.

5.6 Price changes at renewal

We may adjust fees at renewal on at least sixty days' advance notice. If the Firm does not accept the new fees, the Firm may decline to renew before the renewal date.

6. Term and renewals

6.1 Initial term

The initial Subscription Term is the period set out in the Order Form, beginning on the start date.

6.2 Auto-renewal

Unless the Order Form says otherwise, the subscription renews automatically for successive terms equal in length to the initial term unless either party provides written notice of non-renewal at least thirty days before the end of the then-current term.

6.3 Month-to-month plans

Month-to-month subscriptions renew automatically each month and may be cancelled by the Firm at any time effective at the end of the then-current billing month.

7. Access and user accounts

7.1 Account responsibility

The Firm is responsible for maintaining the confidentiality of credentials, for all activity that occurs under its account, and for ensuring that each Authorized User is appropriately authorized and trained. Authorized Users must keep their credentials secret and may not share login sessions.

7.2 Role-based access

The Service provides role-based access controls. The Firm is responsible for assigning roles appropriately, reviewing user access periodically, and removing users whose access is no longer required (for example, departing staff).

7.3 Suspicious activity

The Firm must promptly notify us at security@thenovasystem.com if it suspects any compromise of credentials, account, or system. We may suspend access in response to suspected compromise without prior notice where we reasonably believe doing so is necessary to protect the Service or other customers.

7.4 Multi-factor authentication

The Firm is responsible for enabling and enforcing multi-factor authentication for users with administrative or privileged roles. Nova System may require multi-factor authentication for designated roles.

8. Customer Data

8.1 Ownership

As between the parties, the Firm owns all right, title, and interest in and to the Customer Data. Nova System does not claim any ownership of Customer Data.

8.2 Licence to operate the Service

The Firm grants Nova System a worldwide, non-exclusive, royalty-free licence during the Subscription Term to host, copy, transmit, display, process, and otherwise use the Customer Data as reasonably necessary to provide and improve the Service, to enforce this Agreement, to provide support, and to comply with law. This licence extends to our sub-processors solely for the purpose of delivering the Service.

8.3 Aggregate and de-identified analytics

Nova System may compile aggregate, de-identified, or statistical information from use of the Service for product analytics, capacity planning, abuse detection, and Service improvement. Aggregate and de-identified information does not identify the Firm, any Authorized User, or any Firm Client and is not Customer Data once de-identified.

8.4 Storage location and routing

The Service operates on globally distributed infrastructure. Customer Data and request traffic may be routed across multiple regions for performance, redundancy, and resilience. Where the Firm has selected a regional storage preference (where available), Nova System will use commercially reasonable efforts to honour that preference for at-rest storage.

8.5 Backups

Nova System maintains backups of Customer Data sufficient to support the recovery objectives stated in the Security Overview. Backups are not a substitute for the Firm's own data protection practices.

8.6 Export

During the Subscription Term, the Firm may export Customer Data through the Service's export features. On termination, the Firm has thirty days to export remaining Customer Data, after which Nova System may delete it in accordance with the retention schedule.

9. Firm client information

9.1 Firm is the controller

With respect to personal information about Firm Clients that the Firm uploads to, generates within, or transmits through the Service, the Firm is the controller (or "organization" under Canadian law) and Nova System is the processor (or "service provider"). Our handling of this information is governed by the Data Processing Addendum.

9.2 Firm's responsibilities

The Firm represents and warrants that it has the right to provide all Customer Data to Nova System, that all required notices have been given to Firm Clients, that all required consents have been obtained, and that the Firm's instructions to Nova System are lawful. The Firm is solely responsible for the accuracy, quality, and legality of Customer Data.

9.3 Sensitive information

The Service is designed to process personal information that is typical for immigration matters. The Firm must not submit categories of information that are out of scope for the Service (for example, payment card data outside of the payment flows we explicitly provide, government secrets, classified information, or information whose handling requires regulatory programs not aligned to the Service's stated certifications).

10. Confidentiality

10.1 Obligation

Each party will protect the Confidential Information of the other party using the same degree of care it uses to protect its own confidential information, and no less than a reasonable degree of care. Confidential Information may be used only for purposes consistent with this Agreement, and disclosed only to employees, contractors, advisors, and Affiliates who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

10.2 Exceptions

Confidential Information does not include information that (a) is or becomes public through no fault of the receiving party, (b) was known to the receiving party without restriction before disclosure, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of the disclosing party's Confidential Information.

10.3 Compelled disclosure

A party may disclose Confidential Information to the extent required by law, court order, or regulator, provided that, where lawful, it notifies the disclosing party in advance and assists in seeking protective relief.

11. Intellectual property

11.1 Service IP

Nova System and its licensors retain all right, title, and interest in and to the Service, the Documentation, all underlying technology, software, models, training data we own, designs, user interfaces, brand elements, and all derivatives and improvements thereof. No rights are granted to the Firm except as expressly set out in this Agreement.

11.2 Feedback

If the Firm or its Authorized Users provide feedback, suggestions, or ideas about the Service, Nova System may use them without restriction and without compensation, provided that we do not identify the Firm publicly in connection with the feedback without consent.

11.3 Trademarks

Nova System, Meridian, Polaris, Aurora, and related logos are trademarks of Nova System Inc. The Firm is granted no rights to use these marks except to truthfully identify the Service in the Firm's internal communications during the Subscription Term.

12. Third-party services

12.1 Integrations

The Service may interoperate with third-party services chosen by the Firm (for example, calendar systems, email providers, payment processors, communication channels, or document storage). The Firm's use of those services is governed by the Firm's agreement with the relevant provider. Nova System is not responsible for the third-party services' availability, security, or compliance.

12.2 Third-Party Intelligence Services

Certain features of the Service rely on Third-Party Intelligence Services. Use of those features is subject to the Third-Party Intelligence Services Terms. The Firm should not rely on output from those features as a substitute for professional judgement; outputs may be incomplete or inaccurate and must be reviewed by a qualified human before being acted upon.

12.3 Sub-processors

Nova System engages sub-processors to deliver the Service. The current list is maintained at /legal/sub-processors. We will provide reasonable advance notice of additions in line with the Data Processing Addendum.

13. Warranties and disclaimers

13.1 Mutual

Each party represents and warrants that (a) it has the corporate power and authority to enter into this Agreement, (b) entering into this Agreement does not breach any agreement to which it is bound, and (c) it will comply with applicable law in performing its obligations.

13.2 Service warranty

Nova System warrants that, during the Subscription Term, the Service will perform materially in accordance with the Documentation under normal use. The Firm's exclusive remedy for breach of this warranty is, at Nova System's option, repair of the non-conformity or, where repair is not commercially reasonable, termination of the affected subscription and refund of pre-paid unused fees attributable to the non-conforming portion of the Service.

13.3 Disclaimer

Except for the warranties expressly set out in this Agreement, the Service is provided "as is" and "as available" to the fullest extent permitted by law. Nova System disclaims all other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, title, accuracy, completeness, and any warranty arising out of course of dealing or usage of trade. Nova System does not warrant that the Service will be uninterrupted, error-free, or completely secure, that defects will be corrected, or that outputs will be accurate or suitable for the Firm's particular purpose.

13.4 Professional advice

Nova System does not provide legal, immigration, accounting, or other professional advice. The Service is a tool used by professionals; it is the Firm's responsibility to exercise professional judgement.

14. Limitation of liability

14.1 Excluded damages

To the fullest extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, anticipated savings, data, or use, however caused and on any theory of liability, even if the party has been advised of the possibility of such damages.

14.2 Cap

To the fullest extent permitted by law, each party's aggregate liability arising out of or relating to this Agreement, regardless of the form of action, will not exceed the fees paid by the Firm to Nova System in the twelve months preceding the event giving rise to the claim.

14.3 Exclusions from cap

The limitations in this section do not apply to (a) the Firm's payment obligations, (b) a party's indemnification obligations, (c) a party's breach of confidentiality obligations, (d) a party's gross negligence, fraud, or wilful misconduct, or (e) any liability that cannot be limited by applicable law.

14.4 Basis of the bargain

The parties agree that the limitations and disclaimers in this section reflect a reasonable allocation of risk and form an essential basis of the bargain. The Service would not be provided on the same commercial terms without these limitations.

15. Indemnification

15.1 By Nova System

Nova System will defend the Firm against any third-party claim alleging that the Service, when used in accordance with this Agreement, infringes a third party's intellectual property right enforceable in Canada, the United States, the United Kingdom, or the European Union, and will pay damages and reasonable costs finally awarded against the Firm in such claim or agreed to in settlement. Nova System has no obligation under this clause for claims arising from (a) Customer Data, (b) modifications to the Service not made by Nova System, (c) combinations of the Service with other products, services, or data not provided by Nova System, or (d) use of the Service after Nova System notifies the Firm to stop because of an infringement claim.

If the Service is, or in Nova System's opinion is likely to become, the subject of an infringement claim, Nova System may at its option (i) procure the right to continue using the Service, (ii) replace or modify it to be non-infringing without material loss of functionality, or (iii) terminate the affected subscription and refund pre-paid unused fees.

15.2 By the Firm

The Firm will defend Nova System against any third-party claim arising from (a) Customer Data, (b) the Firm's or its Authorized Users' use of the Service in breach of this Agreement, the Acceptable Use Policy, or applicable law, (c) the Firm's professional services delivered to Firm Clients, or (d) the Firm's misrepresentations to Firm Clients about Nova System or the Service, and will pay damages and reasonable costs finally awarded against Nova System in such claim or agreed to in settlement.

15.3 Procedure

The indemnified party must (i) give prompt written notice of the claim, (ii) give the indemnifying party sole control of the defence and settlement (provided that no settlement will require any admission or payment by the indemnified party without consent, not to be unreasonably withheld), and (iii) reasonably cooperate at the indemnifying party's expense.

16. Suspension

Nova System may suspend the Firm's access to the Service, in whole or in part, on notice (or, where reasonable, without notice) if (a) amounts owed are more than fifteen days overdue, (b) the Firm or an Authorized User materially breaches this Agreement or the Acceptable Use Policy, (c) suspension is reasonably necessary to protect the Service, Nova System, or other customers, or (d) suspension is required by law. We will restore access promptly once the reason for the suspension is resolved.

17. Termination

17.1 Termination for cause

Either party may terminate this Agreement on written notice if (a) the other party materially breaches this Agreement and fails to cure the breach within thirty days after notice, or (b) the other party becomes insolvent, files for bankruptcy, makes an assignment for the benefit of creditors, or has a receiver appointed.

17.2 Effect of termination

On termination, (a) all rights and licences granted to the Firm under this Agreement end immediately, (b) the Firm must stop accessing and using the Service, (c) Authorized User access to Aurora ends, (d) Nova System will retain Customer Data for thirty days during which the Firm may export it, and (e) thereafter Nova System may delete Customer Data, except as required by law or to defend legal claims.

17.3 Survival

Sections governing fees accrued, Customer Data ownership, confidentiality, intellectual property, warranty disclaimers, limitation of liability, indemnification, governance, and any other provisions that by their nature should survive will survive termination.

18. Export, sanctions and anti-corruption

18.1 Export controls and sanctions

The Firm represents and warrants that (a) it is not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive trade sanctions imposed by Canada, the United States, the European Union, or the United Kingdom, (b) it is not on any government restricted-party list, and (c) it will not use the Service in violation of any applicable export control or sanctions law.

18.2 Anti-corruption

Each party will comply with applicable anti-corruption laws, including the Corruption of Foreign Public Officials Act (Canada) and the U.S. Foreign Corrupt Practices Act, and will not make any payment or offer of value intended to improperly influence any public official.

19. Publicity

Neither party may issue press releases or public statements about the Agreement without the other party's prior written consent, except that Nova System may identify the Firm in customer lists and case studies in a manner agreed in advance with the Firm. The Firm may opt out of customer-list reference by notice at any time.

20. Governance, law and venue

20.1 Governing law

This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable in British Columbia, without regard to conflict-of-laws rules.

20.2 Venue

The parties submit to the exclusive jurisdiction of the courts of British Columbia for any dispute arising out of or relating to this Agreement, subject only to either party's right to seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property or Confidential Information.

20.3 No class actions

To the extent permitted by applicable law, each party agrees that any dispute will be resolved on an individual basis, and waives any right to participate in a class, collective, or representative action.

21. Changes to this Agreement

Nova System may update this Agreement from time to time. If the change is not material, we will post the updated Agreement and update the version and effective date. If the change is material, we will provide reasonable advance notice by email to the Firm's billing contact and by in-product notice. Continued use after the effective date of an update constitutes acceptance.

22. General terms

22.1 Independent contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship.

22.2 Assignment

Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign without consent to an Affiliate or in connection with a merger, reorganization, or sale of substantially all assets relating to this Agreement, on notice to the other party.

22.3 Subcontracting

Nova System may subcontract performance to its Affiliates and to sub-processors, provided it remains responsible for their performance.

22.4 Force majeure

Neither party is liable for delay or failure to perform (except payment obligations) caused by events beyond its reasonable control, including acts of war, terrorism, civil unrest, government action, fire, flood, earthquake, pandemic, labour disruption, or failures of telecommunications or third-party infrastructure.

22.5 Severability

If any provision is held unenforceable, the remaining provisions remain in effect and the unenforceable provision will be modified to the minimum extent necessary to be enforceable.

22.6 Waiver

No waiver is effective unless in writing signed by the waiving party. A waiver of one breach is not a waiver of any other.

22.7 Entire agreement

This Agreement, together with all Order Forms and documents incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings on the subject matter. In the event of a conflict, an Order Form prevails over this Agreement; this Agreement prevails over the Documentation and any policy referenced.

22.8 Order of precedence

If there is any inconsistency among documents, the order of precedence is (1) an executed Order Form, (2) this MSA, (3) the Data Processing Addendum, (4) the Acceptable Use Policy, (5) other linked policies, (6) the Documentation.

22.9 Counterparts and signatures

This Agreement may be executed in counterparts, including by electronic signature, each of which is an original and all of which together constitute one agreement.

23. Notices and contact

Legal notices to Nova System must be sent to legal@thenovasystem.com with a copy to info@thenovasystem.com. Notices to the Firm will be sent to the email address on file for the Firm's billing contact, or, if no billing contact is on file, to the primary administrator account.

Operational contacts:

• Billing and account questions — payments@thenovasystem.com
• Privacy access requests — privacy@thenovasystem.com
• Security reports — security@thenovasystem.com
• Support — support@thenovasystem.com