Version: 1.0
Effective date: 2026-09-17
Provider: Strategies Beyond Limits, a corporation incorporated under the laws of the Province of Ontario, Canada, doing business as SBL Advisory (“Provider,” “we,” “us,” or “our”)
Product: Motivra is a hosted software product offered by Provider (one of Provider’s products). Company website: https://www.sbladvisory.com/en · Product website: https://motivraos.com
These Terms of Service (the “Terms”) govern access to and use of the Motivra software-as-a-service platform and related hosted services (the “Service”).
How you accept. You agree to these Terms by (a) completing online checkout for a self-serve Subscription and checking the acceptance box (or similar clickwrap), (b) executing a written Order Form that references these Terms, or (c) accessing or using the Service after notice of these Terms. Online checkout acceptance incorporates these Terms, the Data Processing Addendum, and the Privacy Policy.
If you are accepting on behalf of a company or other legal entity, you represent that you have authority to bind that entity. The accepting business is “Customer,” “you,” or “your.”
1. Definitions
“Affiliate” means an entity that controls, is controlled by, or is under common control with a party.
“Authorized User” means Customer’s employees, contractors, or agents whom Customer authorizes to access the Service under Customer’s account, including shop staff and, where enabled, end customers or dealerships using the customer portal.
“Customer Data” means data, content, and materials submitted to or generated in the Service by or for Customer, including staff accounts, CRM records (customers, dealerships, contacts), vehicles (including VIN and related attributes), work orders, quotes, invoices, payments recorded in the Service, appointments, inventory, images, and communications content.
“Documentation” means Provider’s then-current user guides, help materials, and technical documentation for the Service.
“Order Form” means either (a) Customer’s completed online checkout for a self-serve plan (including selected plan, billing period, currency, shop identity, and payment authorization through Stripe), or (b) a written ordering document signed by Customer and Provider for enterprise or custom Subscriptions. An Order Form specifies Subscription details, fees, and commercial terms, and incorporates these Terms.
“Subscription” means Customer’s right to access and use the Service for the term and scope set out in an Order Form.
“Third-Party Services” means products, services, or APIs not owned by Provider that integrate with or support the Service (for example email delivery, SMS, object storage, VIN lookup, hosting, payment processing, or CAPTCHA).
2. The Service
2.1 Description. Motivra is a hosted application for automotive shop operations. Depending on Customer’s Subscription and configuration, features may include inventory and services catalogs, customers and dealerships, vehicles, work orders, quotes and invoices (including PDF generation), credit notes, vendors and purchase orders, appointments, service reminders, reporting/export, staff role-based access, a customer/dealership portal, and email, SMS, and in-app notifications.
2.2 Deployment unit. Unless an Order Form states otherwise, each Subscription covers one (1) production shop instance (one production deployment / environment for a single shop). Optional staging or additional environments require a separate line item or separate Subscription.
2.3 Changes. Provider may improve, modify, or discontinue features of the Service, provided that Provider will not materially reduce core functionality of a paid Subscription during the then-current paid period without reasonable notice, except where required by law, security, or Third-Party Services.
2.4 No payment processing of end-customer cards. The Service may allow staff to record payments (for example cash or other methods noted by Customer). Unless expressly stated on an Order Form, the Service does not provide online card checkout or payment-gateway processing for Customer’s end customers.
2.5 Beta / preview. Provider may label features as beta, preview, or similar. Such features are provided “as is,” may be changed or withdrawn at any time, and are excluded from any uptime or support commitments unless the Order Form says otherwise.
3. Eligibility and accounts
3.1 Business use. The Service is offered for legitimate business use by auto shops and related businesses in the United States and Canada. You must be at least 18 years old and able to form a binding contract.
3.2 Account security. Customer is responsible for (a) maintaining the confidentiality of credentials; (b) all activity under Customer’s accounts; and (c) promptly notifying Provider of unauthorized access. Provider may require multi-factor or other security measures.
3.3 Authorized Users. Customer will ensure Authorized Users comply with these Terms. Customer remains responsible for Authorized Users’ acts and omissions.
3.4 Portal users. If Customer enables self-registration or invitations for end customers or dealerships, Customer is responsible for approving access where required, for the accuracy of portal-facing information, and for any communications sent through the Service to those users.
4. License and access
4.1 License grant. Subject to these Terms and timely payment of fees, Provider grants Customer a limited, non-exclusive, non-transferable (except as permitted in Section 15), non-sublicensable right during the Subscription term to access and use the Service and Documentation solely for Customer’s internal business operations, within the scope of the Order Form.
4.2 Restrictions. Customer will not, and will not permit others to: (a) reverse engineer, decompile, or attempt to derive source code from the Service except to the extent such restriction is prohibited by law; (b) copy, modify, or create derivative works of the Service except as expressly allowed; (c) rent, lease, sell, resell, or provide the Service to third parties as a service bureau or competing product; (d) bypass or interfere with security or access controls; (e) use the Service to build a competing product; (f) remove proprietary notices; or (g) use the Service in violation of law.
4.3 Ownership. Provider and its licensors retain all right, title, and interest in the Service, Documentation, software, branding, and related intellectual property. No rights are granted except as expressly stated.
5. Customer responsibilities
5.1 Lawful use. Customer will use the Service in compliance with all applicable laws in Canada and the United States, including privacy, consumer protection, advertising, tax, and telecommunications rules.
5.2 Customer Data and consents. Customer is solely responsible for: (a) the accuracy and lawfulness of Customer Data; (b) obtaining and maintaining all notices, consents, and authorizations required to collect, use, store, and disclose Customer Data through the Service; and (c) Customer’s own privacy policy and practices toward end customers and dealerships.
5.3 Electronic communications (email and SMS). If Customer uses email or SMS features:
- Canada: Customer must comply with Canada’s Anti-Spam Legislation (CASL) and other applicable rules, including obtaining required consent and providing unsubscribe mechanisms where required.
- United States: Customer must comply with the Telephone Consumer Protection Act (TCPA), Telemarketing Sales Rule, and applicable state laws, including consent requirements for marketing or informational texts where required.
Customer is responsible for message content, recipient lists, quiet hours, and opt-out handling. Provider is a technology provider and does not act as Customer’s message sender for compliance purposes unless expressly agreed in writing.
5.4 Taxes on Customer’s invoices. Customer is solely responsible for tax rates, tax labels, tax registration numbers, and tax collection/remittance on invoices Customer issues to its end customers through the Service.
5.5 Third-Party Services credentials. Where Customer supplies API keys or accounts (for example email, SMS, or storage), Customer is responsible for those accounts, fees charged by those vendors, and lawful use of those services.
6. Acceptable use
Customer will not use the Service to: (a) transmit unlawful, harassing, defamatory, or infringing content; (b) send spam or unsolicited communications in violation of law; (c) upload malware or attempt unauthorized access to systems; (d) probe or overload the Service beyond reasonable use; (e) process data for which Customer lacks legal authority; or (f) violate export, sanctions, or anti-corruption laws.
Provider may investigate suspected violations and suspend or restrict access as reasonably necessary to protect the Service, other customers, or to comply with law.
7. Fees, taxes, payment, and refunds
7.1 Fees. For self-serve Subscriptions, fees, currency (CAD or USD), and billing frequency (monthly or yearly) are those shown at checkout and charged by Stripe for the selected plan. For written Order Forms, fees are as stated on that Order Form. Fees are exclusive of applicable taxes unless stated otherwise.
7.2 Billing and auto-renewal. Self-serve Subscriptions are recurring and renew automatically at the end of each paid period until Customer cancels as described in Section 8. Payment is collected in advance via Stripe (or as stated on a written Order Form).
7.3 Taxes. Fees are exclusive of applicable taxes. Customer is responsible for GST/HST, sales tax, use tax, VAT, or similar taxes (excluding taxes based on Provider’s net income). If Provider or Stripe is required to collect such taxes, Customer will pay them in addition to fees.
7.4 Cancellation and refunds.
- Customer may cancel anytime through the Stripe customer portal (or in-app billing) for self-serve plans, or as stated on a written Order Form for enterprise deals.
- After cancellation, access continues through the end of the then-current paid period (month or year). The Subscription does not renew thereafter.
- No mid-term or prorated refunds are provided for unused time after a successful charge, whether the plan is monthly or yearly, except as required by law or as stated in Section 7.5.
- Taxes are non-refundable except where required by law or as part of a refund under Section 7.5.
7.5 Provisioning failure. If Provider fails to provision or activate Customer’s paid shop instance after a successful payment, Provider will cancel the Subscription and issue a full refund of the applicable charge (including collected tax where required). That is Customer’s exclusive remedy for provisioning failure.
7.6 Disputes. Customer must notify Provider of a good-faith fee dispute within thirty (30) days of the charge or invoice date, with reasonable detail. Undisputed amounts remain due.
7.7 Suspension for non-payment. If fees are overdue or payment fails and remains unresolved after notice, Provider may suspend the Service until amounts due are paid.
7.8 Invoiced enterprise deals. Where a written Order Form uses invoicing (for example net 15 or net 30), late amounts may accrue interest at the lesser of 1.5% per month (18% per year) or the maximum rate permitted by law, plus reasonable collection costs.
8. Term, renewal, and termination
8.1 Term. For self-serve Subscriptions, the Initial Term is the billing period selected at checkout (monthly or yearly), beginning when Provider enables the instance (or when payment succeeds, if later). For written Order Forms, the Initial Term and Start Date are as stated on the Order Form.
8.2 Auto-renewal. Self-serve Subscriptions renew automatically for successive periods equal to the then-current billing period until Customer cancels via the Stripe customer portal (or in-app billing). Written Order Forms renew as stated on that Order Form (default: successive terms equal to the Initial Term unless either party gives at least thirty (30) days’ written notice of non-renewal before the end of the then-current term).
8.3 Termination for cause. Either party may terminate the Subscription if the other party materially breaches these Terms and fails to cure within thirty (30) days after written notice (or immediately if the breach is not reasonably curable).
8.4 Effect of termination. Upon termination or expiration: (a) Customer’s license ends at the end of any remaining paid access period under Section 7.4, or immediately on termination for cause where Provider disables access; (b) Customer will stop using the Service when access ends; (c) Provider may disable access; and (d) Provider will make Customer Data available for export for a commercially reasonable period (default: thirty (30) days) upon written request, after which Provider may delete Customer Data in accordance with the Data Processing Addendum and Privacy Policy, except where retention is required by law.
8.5 Survival. Sections that by nature should survive (including fees owed, ownership, confidentiality, disclaimers, limitations, indemnities, and governing law) survive termination.
9. Customer Data and privacy
9.1 Customer ownership. As between the parties, Customer retains all right, title, and interest in Customer Data.
9.2 License to Provider. Customer grants Provider a limited license to host, process, transmit, and display Customer Data solely to provide, maintain, secure, and support the Service, and as otherwise permitted under the Data Processing Addendum and Privacy Policy.
9.3 Roles. For Customer Data relating to Customer’s end customers, dealerships, and similar individuals, Customer is the controller (or equivalent) and Provider is the processor (or equivalent), as further described in the Data Processing Addendum, which is incorporated into these Terms by reference (including for self-serve checkout acceptance).
9.4 Privacy Policy. Provider’s processing of account, billing, and website information is described in the Privacy Policy. Customer should publish its own privacy notices to its end customers.
9.5 Aggregated data. Provider may generate de-identified or aggregated statistics about Service usage that do not identify Customer or individuals, and may use such data to improve the Service.
10. Confidentiality
Each party may receive non-public information from the other (“Confidential Information”). The receiving party will use Confidential Information only to perform under these Terms, protect it with reasonable care, and not disclose it except to personnel and advisors with a need to know who are bound by confidentiality obligations, or as required by law (with prior notice where legally permitted). Confidential Information does not include information that is public, independently developed, or rightfully received from a third party without duty of confidentiality.
11. Third-Party Services
The Service may depend on Third-Party Services (including hosting providers, email and SMS providers, cloud storage, VIN APIs, payment processors, and CAPTCHA). Provider is not responsible for Third-Party Services’ unavailability, changes, or acts, except to the extent caused by Provider’s failure to configure them with reasonable care. Customer’s use of Third-Party Services may be subject to those vendors’ terms.
12. Warranties and disclaimers
12.1 Mutual. Each party represents that it has the power and authority to enter into these Terms.
12.2 Provider. Provider will provide the Service in a professional and workmanlike manner substantially in accordance with the Documentation. Provider does not warrant that the Service will be uninterrupted, error-free, or meet Customer’s particular requirements.
12.3 Disclaimer. EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICE AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
13. Indemnification
13.1 By Customer. Customer will defend and indemnify Provider and its directors, officers, and employees against third-party claims, damages, and reasonable costs (including legal fees) arising from: (a) Customer Data; (b) Customer’s or Authorized Users’ use of the Service in violation of these Terms or law; (c) Customer’s failure to obtain required consents for communications or data processing; or (d) Customer’s tax, pricing, or invoice content.
13.2 By Provider. Provider will defend and indemnify Customer against third-party claims that the Service (as provided by Provider, excluding Customer Data and Customer configurations) infringes a Canadian or U.S. patent, copyright, or trademark, and will pay resulting damages finally awarded or agreed in settlement. If infringement is claimed, Provider may modify the Service, obtain a license, or terminate the affected Subscription and refund prepaid unused fees for the terminated period. This Section does not apply to claims arising from combination with non-Provider products, Customer modifications, or use contrary to the Documentation.
13.3 Procedure. The indemnified party must give prompt notice, reasonable cooperation, and sole control of the defense (with no settlement imposing obligations on the indemnified party without consent, not to be unreasonably withheld).
14. Limitation of liability
14.1 Exclusion of consequential damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.
14.2 Cap. EXCEPT FOR (A) CUSTOMER’S PAYMENT OBLIGATIONS, (B) A PARTY’S INDEMNIFICATION OBLIGATIONS FOR THIRD-PARTY IP OR CUSTOMER DATA/CONSENT CLAIMS UNDER SECTION 13, (C) BREACH OF CONFIDENTIALITY, OR (D) FRAUD OR WILLFUL MISCONDUCT, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO PROVIDER FOR THE APPLICABLE SUBSCRIPTION IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.
14.3 Essential basis. The parties agree that these limitations are an essential basis of the bargain and will apply even if any remedy fails of its essential purpose.
15. Assignment
Neither party may assign these Terms without the other party’s prior written consent, except that either party may assign to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes the obligations. Any attempted assignment in violation of this Section is void.
16. Export and sanctions
Customer will not use or export the Service in violation of Canadian or U.S. export control or sanctions laws, and will not provide access to persons or entities on applicable restricted-party lists.
17. Force majeure
Neither party is liable for delay or failure to perform (except payment obligations) due to causes beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, internet or utility failures, or acts of government.
18. Publicity
Provider may identify Customer as a customer and use Customer’s name and logo in customer lists and marketing materials, unless Customer notifies Provider in writing to opt out. Any case study requires Customer’s prior written approval.
19. Notices
Notices under these Terms must be in writing and delivered by email with confirmation of receipt, or by overnight courier, to the addresses on the Order Form or Customer’s admin account (or updated in writing). Notices to Provider must be sent to: motivraos@sbladvisory.com.
20. Governing law and disputes
20.1 Governing law. These Terms and any dispute arising out of or relating to them are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules.
20.2 Venue. The parties irrevocably submit to the exclusive jurisdiction of the courts of Ontario, sitting in Toronto, for resolution of disputes. Customer (including U.S.-based customers) acknowledges and agrees to this venue.
20.3 Negotiation. Before filing a claim (other than for injunctive relief to protect IP or Confidential Information, or for unpaid fees), the parties will attempt in good faith to resolve the dispute through negotiation for fifteen (15) days after written notice.
20.4 Injunctive relief. Either party may seek interim or injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
21. Amendments
Provider may update these Terms by posting a revised version and updating the effective date, or by notice to Customer. Material adverse changes to a paid Subscription will apply at the next renewal period unless Customer agrees earlier, or sooner if required by law or security. Continued use after the effective date of changes, or completing a new or renewed Order Form / checkout, constitutes acceptance. A written Order Form may not be amended except by a written instrument signed by both parties (or electronic equivalent).
22. General
22.1 Entire agreement. These Terms, the Data Processing Addendum, the applicable Order Form (including online checkout), and the Privacy Policy (as referenced) constitute the entire agreement between the parties regarding the Service and supersede prior proposals and negotiations on that subject. If there is a conflict, a written Order Form controls for commercial terms (fees, term, quantity); online checkout details control for self-serve commercial terms; the Data Processing Addendum controls for data-processing terms; these Terms control otherwise.
22.2 Severability. If any provision is unenforceable, the remainder remains in effect.
22.3 Waiver. Failure to enforce a provision is not a waiver.
22.4 Independent contractors. The parties are independent contractors. No partnership, joint venture, or employment is created.
22.5 Counterparts / electronic signature. Written Order Forms may be executed in counterparts and by electronic signature, each of which is deemed an original. Online checkout clickwrap is a valid electronic acceptance.
22.6 Language. The parties have requested that these Terms and related documents be drawn up in English. Les parties ont exigé que la présente convention et les documents connexes soient rédigés en anglais.
Contact
Provider: Strategies Beyond Limits (SBL Advisory)
Address: 190 Pineland Court, Waterloo, Ontario N2T 2T1 Canada
Email: motivraos@sbladvisory.com
Product: Motivra
Company website: https://www.sbladvisory.com/en
Product website: https://motivraos.com
Last updated: 2026-09-17