Terms of Service

Version: 1.4 Effective Date: Upon Account Creation Last Updated: February 5, 2026

EARLY ACCESS SOFTWARE NOTICE

Sergio is early access software under active development. By using Sergio, you acknowledge:

No Uptime Guarantees: Services provided on "best effort" basis with no uptime commitments or service credits
Features May Change: Platform features and pricing may evolve with 60 days advance notice
Enterprise SLA Available: Service Level Agreements with uptime guarantees available for Enterprise tier only (Q4 2026+)
Active Development: You may encounter bugs, downtime, or changes as we improve the platform

Early access participants receive founding customer benefits including locked-in pricing and lifetime discounts. See Section 4.8 for details.

GEOGRAPHIC AVAILABILITY - NORTH AMERICA ONLY

Sergio is available only to businesses operating in North America (United States and Canada).

We do not currently serve:

European Union (EU)
European Economic Area (EEA)
United Kingdom (UK)
Other international regions

By creating an account, you confirm that your business and all employees/technicians are located in North America. EU-based remote workers are not permitted to use the platform at this time.

International expansion planned for 2027-2028 with appropriate legal documentation for those regions.

IMPORTANT LEGAL NOTICE

This document is a Terms of Service prepared for business operations. While drafted with attention to applicable commercial laws, it has not been reviewed or customized by external legal counsel. Axenvoy Inc. recommends periodic legal review by a qualified attorney specializing in technology law and B2B SaaS agreements to ensure ongoing compliance as laws and business circumstances evolve.

These terms provide a general framework but may not address all legal risks specific to your business model, industry, or jurisdiction. Do not rely on this document as a substitute for professional legal advice.

Agreement to Terms

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between Axenvoy Inc. ("Sergio," "we," "us," or "our"), a federally incorporated Canadian corporation with its principal place of business in Saskatchewan, Canada, and you, the business entity or organization ("Customer," "you," or "your") accessing or using the Sergio platform.

By creating an account, accessing the platform, or using any of our services, you represent that:

You are authorized to bind your organization to these Terms
You have read, understood, and agree to be bound by these Terms
Your organization is a legally recognized business entity capable of entering into binding contracts

If you do not agree to these Terms, you must immediately cease all use of the Sergio platform.

1. Definitions

1.1 Key Terms

"Platform" means the Sergio field service management software, including web application, iOS mobile application, Android mobile application, APIs, and all associated services and features.
"Services" means the SaaS subscription services provided by Sergio through the Platform.
"Customer Data" means all data, content, and information submitted, uploaded, or created by Customer or End Users through the Platform.
"End Users" means Customer's employees, contractors, or other authorized individuals who access the Platform under Customer's account.
"Subscription Plan" means the specific service tier, features, and usage limits selected by Customer.
"Account" means Customer's subscription account and associated data environment.
"Documentation" means user guides, help documentation, and technical specifications provided by Sergio.

2. Service Description & Scope

2.1 Geographic Availability

Sergio is currently available only to businesses operating in North America (United States and Canada).

By creating an account, you represent that:

Your business is headquartered or primarily operates in North America
Your end users (employees/technicians) are located in North America
You will not provide access to employees or contractors located in the European Union, European Economic Area, or United Kingdom
You understand that EU-based remote workers are not permitted to use the platform at this time

If your business expands to include EU-based employees or operations, you must notify us immediately. We reserve the right to terminate accounts that provide access to users outside North America.

Future Expansion: We plan to support international operations (including EU) in 2027-2028 with updated legal documentation and compliance measures appropriate for those jurisdictions.

2.2 Platform Services

Sergio provides a cloud-based, multi-tenant SaaS platform designed for window cleaning service businesses, including:

Customer relationship management (CRM)
Job scheduling and dispatch management
Route optimization and navigation
Mobile field technician applications (iOS and Android)
Billing and invoice management
Real-time job tracking and updates
Customer communication tools
Reporting and analytics

2.3 Multi-Tenant Architecture

The Platform operates as a multi-tenant system where multiple Customer organizations share common infrastructure while maintaining strict data isolation. Each Customer's data is logically segregated and access-controlled to prevent cross-tenant data access.

2.4 Service Modifications

We reserve the right to:

Add, modify, or discontinue features with reasonable notice
Perform scheduled maintenance (with advance notification when possible)
Make changes necessary for security, legal compliance, or operational requirements

Material changes that substantially reduce core functionality will be communicated at least 30 days in advance.

2.5 Feature Development Status

Features may be designated as "beta," "preview," "planned," or "experimental." These features:

Are provided AS IS without warranties
May be modified or discontinued without notice
Should not be used for mission-critical operations
No uptime guarantees or service credits apply (consistent with all non-Enterprise tiers)
Development status will be clearly marked in the Platform interface and documentation

Note: All tiers except Enterprise operate on "best effort" basis without formal uptime commitments. See Section 8 for service level details.

2.6 Softphone and Telecommunications Services

Sergio provides Voice over IP (VoIP) calling and SMS messaging services via our telecommunications partner, Telnyx LLC. These services enable business customers to:

Make and receive phone calls using Sergio-provisioned phone numbers
Send and receive SMS text messages for customer communication
Record calls for quality assurance and training purposes (opt-in)
Track voice minutes and SMS usage for billing

2.6.1 Fair Use Policy for Telecommunications

Voice and SMS services are subject to fair use limits:

Usage Limits by Tier:

Basic Tier: 250 SMS + 250 voice minutes per month
Professional Tier: 1,000 SMS + 1,000 voice minutes per month
Business Tier: Unlimited* SMS + Unlimited* voice minutes per month
Enterprise Tier: Unlimited* SMS + Unlimited* voice minutes per month

*Fair Use Threshold (Unlimited Plans): "Unlimited" plans are designed for normal business communications. Accounts exceeding 10,000 SMS messages or 10,000 voice minutes in a single month may trigger a fair use review. We reserve the right to:

Contact the account holder to understand usage patterns
Request upgrade to custom Enterprise plan with appropriate pricing
Implement rate limiting if usage patterns indicate abuse or non-business use
Suspend service for fraudulent or illegal telecommunications use

Prohibited Telecommunications Uses:

Robocalling or auto-dialing without proper TCPA consent
SMS spam or bulk unsolicited commercial messages (violates TCPA/CAN-SPAM)
Telemarketing without compliance with Do Not Call registries
Fraudulent caller ID spoofing
Harassment or threatening communications
Circumventing telecommunications fraud detection systems
Reselling or white-labeling Sergio voice/SMS services without written agreement

2.6.2 Call Recording Compliance - CUSTOMER RESPONSIBILITY

CRITICAL: Business customers are solely responsible for compliance with call recording laws.

Your Legal Obligations:

Know Your Jurisdiction: Call recording laws vary by state/province
- "All-party consent" jurisdictions (CA, CT, FL, IL, MD, MA, MT, NH, PA, WA, and others): ALL parties must consent
- "One-party consent" jurisdictions: You can record if you're a party to the call
Provide Notice Before Recording:
- Play automated "This call may be recorded" message at call start
- Obtain explicit verbal consent before sensitive recordings
- Document consent in call notes
Canadian Requirements:
- PIPEDA requires meaningful consent for recording
- Quebec has enhanced consent requirements
- Provincial variations may apply

Consequences of Non-Compliance:

YOU are liable for violations (not Sergio)
Potential criminal penalties in some jurisdictions
Civil lawsuits from recorded parties
Termination of Sergio account
Indemnification obligations per Section 13.1

Sergio's Role:

We provide the technical capability to record calls
We cannot and do not provide legal advice on call recording compliance
We may disable call recording features in jurisdictions with restrictive laws

For detailed guidance, see: https://docs.sergio.app/legal/call-recording-compliance

2.6.3 Telecommunications Regulations

Voice and SMS services are subject to:

TCPA (Telephone Consumer Protection Act): Governs automated calls and text messages in the US
CASL (Canadian Anti-Spam Legislation): Governs commercial electronic messages in Canada
CAN-SPAM Act: Governs commercial email and applies to SMS in some contexts
FCC Regulations: Telecommunications fraud, robocalling, caller ID authentication
CRTC Regulations: Canadian telecommunications regulations

Customer Responsibilities:

Marketing communications are email-only; SMS is reserved exclusively for service-related messages (reminders, confirmations, invoices)
Obtain proper consent before sending marketing emails (CASL/CAN-SPAM)
Maintain Do Not Call list compliance for voice communications
Implement STOP keyword opt-out mechanisms for SMS (we provide this automatically)
Ensure caller ID accuracy (no spoofing)
Comply with STIR/SHAKEN caller ID authentication requirements

Sergio May Suspend Service:

If we detect TCPA violations (spam texting, illegal robocalling)
If we receive abuse complaints from recipients
If required by FCC, CRTC, or telecommunications regulators
If Telnyx suspends service due to policy violations

2.6.4 Emergency Services (E911) Limitation

IMPORTANT: Sergio Softphone is NOT intended for emergency calls.

E911 service may not be available or may not function as expected
Always maintain alternative means to contact emergency services (traditional phone, mobile)
Sergio is not liable for inability to complete emergency calls
Business customers must inform technicians of E911 limitations

2.6.5 Number Portability

Business customers may request to port phone numbers:

Porting IN: Transfer existing business numbers to Sergio (subject to carrier approval)
Porting OUT: Transfer Sergio-provisioned numbers to another carrier upon account termination
Process: 3-10 business days; may incur carrier fees
Retention: Numbers remain active for 30 days after account termination to allow porting

2.7 AI-Powered Features and Limitations

Sergio integrates artificial intelligence (AI) features powered by Anthropic's Claude models to enhance platform functionality.

2.7.1 AI Services Provided

In-App Support Bot: Answers platform usage questions and provides guidance
AI Glass Expert: Analyzes photos of window damage to classify severity and recommend solutions
Photo AI Moderation: Automatically detects inappropriate or irrelevant content in job photos
AI Voice Assistant (Sergio Skipper): Sergio Skipper provides AI-powered voice assistance for scheduling, job management, and platform navigation. Voice queries are processed by Anthropic Claude in real-time; audio is not stored beyond the active session. No voice biometric data is collected. Responses are advisory only. Subject to the same AI Disclaimer (Section 2.7.2) and accuracy limitations as other AI features. Usage subject to tier-based limits.

These features are provided "AS IS" with no warranties regarding accuracy, completeness, or suitability for specific purposes.

2.7.2 AI Recommendations Are Advisory Only

YOU ACKNOWLEDGE:

AI recommendations (damage assessments, support responses, content moderation) are suggestions, not professional advice
AI may produce errors, hallucinations, or inaccurate outputs
Human review and professional judgment are required for all critical decisions
Sergio is NOT liable for decisions based solely on AI recommendations

Examples:

Using AI Glass Expert to identify potential window damage types before on-site inspection
NOT quoting prices based solely on AI damage assessment without technician verification
Using AI moderation to flag potentially inappropriate photos for admin review
NOT automatically rejecting photos flagged by AI without human review

2.7.3 AI Usage Limits

AI features are subject to monthly query limits based on subscription tier:

Basic: 50 support bot queries + 30 Glass Expert queries
Professional: 200 support bot queries + 100 Glass Expert queries + Photo moderation
Business: 500 support bot queries + 300 Glass Expert queries + Enhanced photo moderation
Enterprise: Custom limits negotiable

Exceeding limits may result in:

Temporary feature suspension until next billing cycle
Throttling of AI requests
Requirement to upgrade to higher tier

2.7.4 AI Data Processing and Privacy

Your AI Data:

Queries sent to Anthropic (our AI sub-processor) for inference
NOT used to train Anthropic's AI models (per commercial agreement)
Retained for 90 days, anonymized after 12 months
Subject to Anthropic's Data Processing Agreement

Your Responsibilities:

Do not submit sensitive personal information to AI features unnecessarily
Do not submit confidential client information without appropriate safeguards
Review AI outputs before relying on them for business decisions
Comply with applicable AI regulations in your jurisdiction

2.7.5 AI Accuracy and Liability Disclaimer

SERGIO MAKES NO WARRANTIES REGARDING:

Accuracy of AI-generated damage assessments
Completeness of AI support bot responses
Reliability of AI content moderation

AI FEATURES ARE PROVIDED "AS IS" WITHOUT:

Warranties of merchantability
Warranties of fitness for particular purpose
Guarantees of accuracy or reliability

YOU AGREE:

To use AI features as decision-support tools, not final decision-makers
To verify AI recommendations with qualified professionals where appropriate
That Sergio is not liable for damages arising from AI errors or inaccuracies
To indemnify Sergio for claims arising from your reliance on AI recommendations

2.8 Job Photo Capture and Storage

Sergio enables technicians to capture and store photos for job documentation, quality assurance, and service verification.

2.8.1 Photo Features

Before/after photos: Document work completed
Property photos: Support quoting and job scoping
Damage assessment photos: Enable AI Glass Expert analysis
Receipt photos: Expense tracking and reimbursement

2.8.2 Photo Storage

Location: Supabase Storage in Montreal, Canada (AWS ca-central-1)
Encryption: AES-256 at rest, TLS 1.3 in transit
Retention: Duration of customer relationship + 7 years
Access: Limited to business account administrators and authorized employees

2.8.3 Photo Limits by Tier

Basic: No AI photo moderation (manual upload only)
Professional: 4 photos per job, 50 AI-moderated receipts per month
Business: 6 photos per job, 150 AI-moderated receipts per month
Enterprise: Custom limits (negotiable)

2.8.4 Customer Responsibilities for Photos

YOU ARE SOLELY RESPONSIBLE FOR:

Privacy Compliance:
- Ensuring photos do not unnecessarily capture individuals, license plates, or identifying information
- Obtaining consent from property owners for interior photos where required
- Complying with applicable privacy laws regarding image capture
Content Standards:
- Photos must be relevant to service delivery (property, damage, work completed)
- No inappropriate, offensive, or unrelated content
- AI moderation may flag photos that appear to violate content standards
Employee Training:
- Training technicians on appropriate photo capture practices
- Implementing photo policies for your organization
- Reviewing flagged photos before sharing with customers
Data Accuracy:
- Ensuring photos are associated with correct jobs and customers
- Correcting mislabeled or incorrectly uploaded photos

2.8.5 AI Photo Moderation (Professional Tiers)

Photos uploaded to the platform may be automatically analyzed by Claude AI for:

Content appropriateness (flagging potentially inappropriate content)
Relevance to service (detecting unrelated images)
Quality assessment (blur, lighting, framing)

Flagged photos require admin review before being shared with customers or included in reports.

AI moderation is NOT:

A guarantee of content appropriateness
A replacement for human review
100% accurate (false positives and negatives may occur)

YOU ACKNOWLEDGE that AI moderation is advisory only and you remain responsible for all photo content uploaded to your account.

2.8.6 Photo Liability Disclaimer

SERGIO IS NOT LIABLE FOR:

Privacy claims arising from photos captured by your technicians
Damages resulting from inappropriate photo content
Claims from individuals captured in photos
Misuse of photo features by your employees
AI moderation errors (false positives or missed inappropriate content)

You agree to indemnify Sergio for any claims arising from photos uploaded to your account, including claims from individuals captured in photos, property owners, or third parties.

3. Account Registration & Management

3.1 Account Creation

To use the Services, you must:

Be at least 18 years of age
Have legal capacity to enter into binding contracts
Provide accurate, complete business information
Designate an authorized administrator
Maintain current contact and billing information
Comply with all registration requirements

By creating an account, you represent and warrant that you meet all eligibility requirements and have authority to bind your organization to these Terms.

3.2 Account Security

You are responsible for:

Maintaining confidentiality of account credentials
All activities occurring under your account
Implementing appropriate access controls for End Users
Immediately notifying us of unauthorized access or security breaches
Ensuring End Users comply with these Terms

We are not liable for losses resulting from unauthorized account access due to Customer's failure to maintain account security.

3.3 Administrator Responsibilities

Account administrators must:

Manage End User access and permissions appropriately
Monitor account activity and usage
Ensure compliance with usage policies
Maintain accurate billing and contact information
Designate successor administrators if necessary

3.4 User Roles and Permissions

The Platform supports multiple user roles including administrators, dispatchers, and field technicians. You are responsible for assigning appropriate permissions and regularly reviewing access rights.

4. Subscription Plans & Billing

4.1 Subscription Plans

Services are provided on a subscription basis according to the plan selected during registration or subsequently modified. Subscription plans include:

Monthly or annual billing cycles
Specified user limits and feature access
Usage quotas (storage, API calls, etc.)
Support tier entitlements

4.2 Fees and Payment

Subscription fees are charged in advance on a recurring basis
All fees are stated in Canadian Dollars (CAD) unless otherwise specified
Payment is due upon invoice or according to automated billing schedule
Fees are non-refundable except as expressly provided in these Terms
We reserve the right to change pricing with 30 days advance notice

4.3 Payment Methods

Accepted payment methods include credit card, debit card, and other methods as specified during registration. You authorize us to charge your designated payment method for all applicable fees.

4.4 Failed Payments

If payment fails:

We will attempt to notify you and obtain updated payment information
Your account may be suspended after 7 days of non-payment
Your account may be terminated after 30 days of non-payment
You remain responsible for all accrued charges

4.5 Taxes

Fees do not include applicable taxes (GST, PST, HST, or other sales taxes). You are responsible for all taxes associated with your subscription, except taxes based on our net income.

4.6 Overage Charges

If you exceed usage limits in your Subscription Plan:

Overage charges may apply as specified in your plan documentation
We will notify you when approaching limits
You may upgrade your plan to avoid overage charges

4.7 Refund Policy

30-Day Money-Back Guarantee: If you're not satisfied with Sergio within the first 30 days of your initial subscription, contact support@sergio.app for a full refund. No questions asked.

Eligibility: The 30-day guarantee applies to your first subscription period only. Refund requests after 30 days are not eligible. Enterprise agreements have separate terms.
Processing: Approved refunds are processed within 5-10 business days to your original payment method via Stripe.

Additional Refund Provisions:

If we terminate Services due to our breach, unused prepaid fees will be refunded pro-rata
Refunds beyond the 30-day guarantee are at our sole discretion for extraordinary circumstances

4.8 Founding Customer Benefits (Early Access Period)

Business customers who join during the early access period receive founding customer benefits:

Why Early Access?

You're not just getting software - you're partnering with a dedicated founder who:

Responds to support requests personally - Often within hours, not days or weeks. You get direct access to the founder, not tier-1 support reading from scripts.
Implements feature requests quickly - Days or weeks, not quarters. If you need something and it makes sense, we build it fast.
Offers pricing that incumbents can't match - 20-40% lower than ServiceTitan, Jobber, or Housecall Pro. Bootstrapped = no VC pressure to maximize revenue.
Will remember and reward early supporters - As we grow and scale, founding customers will always be treated as partners, not just account numbers.

Pricing Protection:

Locked-in pricing for 12 months from early access launch - No price increases during this period
Lifetime 50% discount on all future plan upgrades and renewals (even if you cancel and come back later)
60 days advance notice of any pricing changes after 12-month lock-in expires

Early Access Participant Perks:

Priority support during early access period (faster response times than post-launch customers)
Free migration to future infrastructure upgrades (no migration fees ever)
Roadmap input - Direct feedback channel for feature requests and prioritization
Early access to new features before general release (you help shape the product)
Discounted rates - Early access pricing significantly below future commercial rates

Eligibility:

Must create account during official early access period (before Q2 2026 commercial launch)
Benefits apply to active subscriptions in good standing
Lifetime discount applies even if you cancel and re-subscribe later (we don't forget early supporters)

Changes: We reserve the right to modify or discontinue founding customer benefits for new signups with 30 days notice, but existing founding customers retain their benefits forever.

5. Acceptable Use Policy

5.1 Permitted Use

You may use the Services only for lawful business purposes consistent with the intended functionality of the Platform. Specifically, you may:

Manage your window cleaning service business operations
Store and process customer data necessary for service delivery
Enable End Users to access features appropriate to their roles
Integrate with approved third-party services via documented APIs

Anti-Spam Compliance: Customer communications sent through the Platform (appointment reminders, service notifications, invoice emails) must comply with Canada's Anti-Spam Legislation (CASL) and applicable US anti-spam laws (CAN-SPAM). You are responsible for obtaining appropriate consent from your end customers before sending commercial electronic messages through the Platform. Sergio provides the technology infrastructure; compliance with anti-spam laws is your responsibility as the message sender.

5.2 Prohibited Activities

You agree NOT to:

a) Legal Violations:

Use Services for any illegal purpose or in violation of any laws
Store or transmit content that infringes third-party intellectual property rights
Upload prohibited content as defined in Section 9.11 (including nonconsensual intimate images)
Violate privacy laws or regulations applicable to your business

b) Security and Integrity:

Attempt to gain unauthorized access to the Platform, other accounts, or our systems
Introduce viruses, malware, or malicious code
Attempt to reverse engineer, decompile, or discover source code
Probe, scan, or test vulnerabilities without written authorization
Circumvent security measures or authentication mechanisms

c) Misuse and Abuse:

Use the Platform to send spam, unsolicited communications, or harassing messages
Impersonate any person or entity
Use automated systems to access Services in ways that send more requests than a human could reasonably produce
Perform load testing or penetration testing without prior written approval
Create multiple accounts to circumvent subscription limits

d) Platform Interference:

Interfere with or disrupt the integrity or performance of the Platform
Place unreasonable burden on infrastructure
Access or use Services in ways that degrade service for other customers

e) Competitive Activities:

Use Services to develop competing products or services
Conduct competitive analysis, benchmarking, or data mining without authorization
Copy, reproduce, or scrape content or features for competitive purposes

5.3 Enforcement and Monitoring

We monitor for policy violations through:

Automated Monitoring:

API call pattern analysis (bulk data exports >10x daily average trigger automated review)
Rate limiting enforcement (excessive requests from single source)
Security event detection (failed authentication attempts, permission escalations)
Usage anomaly detection (unusual access patterns, data access volumes)

Manual Review:

Investigation of abuse reports from customers or third parties
Periodic security audits and access log reviews
Support ticket analysis for potential misuse patterns
Response to law enforcement or legal requests

Response Timeframes:

Critical security violations (unauthorized access attempts): Immediate investigation and potential suspension
Abuse reports: Investigation initiated within 2 business days
Competitive scraping detection: Account review within 5 business days
General policy violations: Review within 10 business days

Evidence and Appeals:

If we detect a violation, we will provide you with evidence (e.g., API logs, access patterns)
You may appeal enforcement actions by contacting legal@axenvoy.com within 10 days
We will review appeals and respond within 5 business days

5.4 Consequences of Violations

Violations may result in:

Immediate suspension or termination of your account
Removal of violating content
Legal action and pursuit of damages
Cooperation with law enforcement

5.5 Reporting Violations

If you become aware of violations by other users, report them to: support@sergio.app

5.6 Employee Monitoring - Customer Responsibility

CRITICAL COMPLIANCE NOTICE: If you use Sergio's GPS features (navigation, geofencing, or future location dashboard) for employee monitoring, you are solely responsible for compliance with all employment and privacy laws.

Your Mandatory Obligations:

Determine Legal Requirements - Employment monitoring laws vary significantly by jurisdiction
Obtain Required Consents - Many jurisdictions require written employee consent before GPS tracking
Provide Required Disclosures - Employees must be informed about monitoring before it begins
Consult Legal Counsel - We strongly recommend consulting an employment attorney before enabling GPS features

Sergio's GPS Features Collect:

Navigation: Turn-by-turn routing data (processed locally on device)
Geofencing: Entry/exit times within 50m of job sites
Location Dashboard (Coming Q2 2026): GPS coordinates every 5 minutes during active navigation
Retention: 24 hours on device, 30 days metadata logs (no GPS coordinates stored server-side)

Consequences of Your Non-Compliance:

YOU are liable for all penalties, fines, and lawsuits (not Sergio)
We may immediately terminate your account
You must indemnify Sergio per Section 13.1

Examples of Jurisdiction Requirements:

California: Written notice required, strong privacy protections
New York: Mandatory written notice before monitoring
Quebec: Enhanced consent requirements
Most of Canada: PIPEDA compliance required

Jurisdiction Blocking: Sergio reserves the right to disable location features in jurisdictions with restrictive or unclear employment monitoring laws. Core platform features (CRM, scheduling, invoicing) remain available. You will receive 30 days notice when feasible.

We provide technology; you ensure lawful use. Sergio cannot and does not provide legal advice.

For implementation guidance, see: https://docs.sergio.app/guides/gps-compliance

6. Data Ownership & Usage Rights

6.1 Customer Data Ownership

You retain all ownership rights to Customer Data. We claim no ownership or intellectual property rights in your data.

6.2 License to Use Customer Data

You grant us a limited, non-exclusive, worldwide license to:

Host, store, and process Customer Data to provide Services
Create aggregated, anonymized analytics and insights
Generate backups and redundant copies for service reliability
Access data as reasonably necessary for support and troubleshooting

This license terminates when data is deleted from our systems according to our retention policies.

6.3 Anonymized Data

We may collect and use anonymized, aggregated data derived from platform usage for:

Service improvement and development
Industry benchmarking and insights
Marketing and promotional purposes

Anonymized data contains no personally identifiable information and cannot be traced back to your account.

6.4 Customer Responsibilities for Data

You are solely responsible for:

Accuracy and legality of Customer Data
Obtaining necessary consents and rights to process data
Compliance with privacy laws applicable to your data processing
Backing up critical data independently (we provide platform backups for disaster recovery, not archival purposes)
Ensuring End Users' data submissions comply with these Terms

6.5 Data Portability and Export Rights

We are committed to preventing vendor lock-in. You have comprehensive rights to export your data at any time:

Platform Access Note: Data export functionality is available through the web dashboard (admin interface). The iOS mobile application is designed for field technicians and focuses on navigation, job completion, and field operations. Account administrators should use the web dashboard at sergio.app (or your company subdomain at <company-subdomain>.sergio.app) to access data export tools, reports, billing, and administrative features.

Self-Service Export Tools (Real-Time, Free):

JSON Format: Complete data export including all relational structures, metadata, and timestamps
CSV Format: Flattened data suitable for spreadsheets and basic import tools
Formats Available:
- Customer records (contacts, addresses, service history)
- Job and scheduling data (completed, scheduled, cancelled jobs)
- Invoicing and payment records
- User accounts and permissions
- Service notes and property information
- Custom fields and configurations

Bulk Data Export via Platform:

One-click export of all account data
Automatic compression for large datasets (>1GB)
Email delivery link for datasets >500MB
Maximum export size: Unlimited (we process in chunks if needed)
Export processing time:
- Small datasets (<10,000 records): Immediate
- Medium datasets (10,000-100,000 records): Within 1 hour
- Large datasets (>100,000 records): Within 4 hours
- Very large datasets (>1,000,000 records): Within 24 hours

Manual Data Extraction (Paid Service): For complex or custom export requirements:

Available within 5 business days of request
Custom format transformations (e.g., export formatted for competitor platforms)
Historical data reconstruction from backups
Pricing:
- Datasets <100GB: Included in subscription (free)
- Datasets 100GB-500GB: $200 flat fee
- Datasets >500GB: $200 + $50 per additional 100GB
- Custom transformation: $500 consulting fee

Data Export During Migration:

We provide migration assistance documentation for common competitors (Jobber, ServiceTitan, etc.)
Field mapping guides available upon request
Technical support during migration (included with Enterprise plans, $500 fee for other plans)
Data validation assistance to ensure export completeness

Export Availability Guarantee:

Self-service exports available 24/7 (subject to platform availability SLA)
Export functionality remains accessible even if account is suspended for non-payment
Export tools available for 30 days after account termination
We will never hold your data hostage

Data Completeness Guarantee: You can export:

100% of Customer Data you've entered or generated through the Platform
All metadata (creation dates, modification history, user attribution)
Complete audit trails (within retention periods per Section 8.7)
Relational integrity maintained in JSON exports (foreign keys, linked records)

We do NOT export:

Our proprietary algorithms, business logic, or platform code
Anonymized benchmark data aggregated across multiple customers
Internal system logs not directly related to your account

6.6 End Customer Data

Customer Data may include personal information about your customers (end customers). You represent that:

You have legal authority to collect and process end customer data
You have obtained necessary consents for data processing
You maintain appropriate privacy policies and notices
You comply with all applicable privacy laws (PIPEDA, US state privacy laws, etc.)

We act as a data processor on your behalf for end customer data.

7. Intellectual Property Rights

7.1 Sergio Platform Ownership

The Platform, including all software, code, algorithms, designs, interfaces, documentation, and associated intellectual property, is and remains the exclusive property of Sergio and our licensors. This is proprietary software protected by copyright, trade secret, and other intellectual property laws.

7.2 Proprietary Rights

We retain all rights, title, and interest in:

Platform source code and architecture
Trade secrets and know-how
Trademarks, logos, and brand elements
Documentation and training materials
Improvements and modifications to the Platform

7.3 Restrictions

You may NOT:

Copy, modify, distribute, or create derivative works of the Platform
Access source code or underlying architecture
Remove or alter proprietary notices or labels
Use our trademarks without written permission
Claim ownership or rights in the Platform

7.4 Customer Proprietary Content

If you provide feedback, suggestions, or ideas ("Feedback") about the Platform, you grant us a perpetual, irrevocable, royalty-free license to use that Feedback without restriction or compensation. This allows us to improve Services based on customer input.

Clarification: This Feedback license does not apply to your Confidential Information (as defined in Section 10) or to any intellectual property that you have independently developed and explicitly designate as proprietary when sharing.

7.5 Third-Party Components

The Platform may incorporate third-party software components subject to separate open-source or commercial licenses. These terms do not alter your rights or obligations under those licenses.

7.6 DMCA and Copyright Complaints

We respect intellectual property rights. If you believe content in the Platform infringes your copyright, contact: legal@axenvoy.com

8. Service Levels and Support

8.1 Service Availability (Early Access)

During early access, we target 99% uptime using Supabase Pro infrastructure (automated backups, multi-AZ deployment, SOC 2 certified).

What This Means:

We work hard to keep Sergio running smoothly
You'll experience occasional downtime for maintenance or upgrades (we'll give notice when possible)
If something breaks, we fix it fast and communicate transparently
No formal SLA or service credits during early access (reserved for Enterprise tier Q4 2026+)

Why No Service Credits? Instead of complex SLA calculations and credits, we commit to:

Personal attention to resolving problems quickly (founder responds directly)
Transparent communication about any service issues (no corporate spin)
Fast fixes over bureaucratic processes (we build and deploy fixes same-day when possible)

You acknowledge that:

Early access software may have bugs, outages, or performance issues
We will make reasonable efforts to maintain availability but provide no guarantees
You should maintain independent backups via our self-service export tools

8.2 Scheduled and Emergency Maintenance

We may perform maintenance that causes service interruptions:

Scheduled Maintenance:

Advance notice provided when feasible (target: 48 hours)
Performed during low-traffic periods when possible
Estimated duration communicated in advance

Emergency Maintenance:

May be performed without advance notice for:
- Security vulnerabilities
- Critical bugs or data integrity issues
- Infrastructure failures requiring immediate action
Notification provided as soon as possible

8.3 Enterprise Service Level Agreement (Available Q4 2026+)

Formal SLA with uptime guarantees available for Enterprise tier only:

99.5% monthly uptime guarantee (or higher based on contract)
Service credits for failure to meet uptime commitments
Priority support with guaranteed response times
Dedicated account management
Custom SLA terms negotiable for Enterprise contracts

Availability: Enterprise tier and SLA will be available Q4 2026 or later. Contact sales for early access inquiries.

8.4 Support Response Targets (Non-Enterprise)

IMPORTANT: These are TARGET response times, not guarantees.

We aim to respond to support requests within:

Critical issues (platform completely unavailable): 4 business hours
High priority (major functionality impaired): 8 business hours
Normal priority (general questions, minor bugs): 2 business days
Low priority (feature requests, documentation): 5 business days

Business Hours: Monday-Friday, 9:00 AM - 5:00 PM Saskatchewan Time (CST/CDT), excluding statutory holidays.

Actual response times may vary based on:

Volume of support requests
Complexity of issue
Availability of engineering resources
Priority of other incidents

Early Access customers receive priority support (faster responses than post-launch customers), but response times are still targets, not guarantees.

8.5 Downtime and Service Interruptions

You acknowledge that service interruptions may occur due to:

Scheduled or emergency maintenance
Infrastructure failures (our hosting provider, internet, etc.)
Security incidents requiring platform shutdown
Force majeure events (natural disasters, etc.)
Third-party service provider outages
Software bugs or errors

We are not liable for:

Loss of revenue due to downtime
Inability to access data during outages
Customer complaints or business impacts from unavailability
Any damages arising from service interruptions (subject to Section 12 liability limitations)

8.6 No Service Credits or Refunds for Downtime

For all non-Enterprise tiers:

No service credits issued for downtime or slow performance
No refunds for periods of unavailability
Subscription fees are charged regardless of uptime
Your sole remedies are termination of service (Section 14) and liability limitations (Section 12)

Enterprise tier customers (Q4 2026+) will have service credit provisions in their custom SLA contracts.

8.7 Disaster Recovery and Business Continuity

Backup Infrastructure:

We operate on Supabase Pro with automated backup capabilities:

Automated daily backups with 7-day retention
Point-in-time recovery available within 7-day window
Multi-AZ deployment within AWS Canada (ca-central-1 region) for high availability
Geographic redundancy and automated failover capabilities

Recovery Objectives:

Recovery Point Objective (RPO): 24 hours - Daily backup schedule limits maximum data loss to 24 hours
Recovery Time Objective (RTO): 8 hours - Target time to restore full platform functionality

Customer Self-Service Exports:

In addition to our automated backups, customers have 24/7 access to self-service export tools:

Available formats: JSON (complete structured data) and CSV (flattened for spreadsheets)
No restrictions: Export anytime, any frequency, unlimited data volume
Independent backup: We strongly recommend weekly or monthly exports as additional data protection
Always free: No charges for self-service data exports

Customer Responsibilities:

Maintain independent backups via self-service export tools (recommended best practice)
Test export functionality periodically
Store exports securely in your own cloud storage or backup system
Understand that self-service exports complement but do not replace our automated backups

Restoration Requests:

Point-in-time restoration from automated backups:

Submit requests to support@sergio.app
Restoration within 7-day backup window
Free: Once per year per account
Additional restorations: $250 fee per request
Estimated time: 4-8 hours depending on data volume
Available only for catastrophic failures (not for individual record recovery)

9. Data Security & Privacy

9.1 Security Measures

We implement industry-standard security measures including:

Encryption in transit (TLS 1.2+) and at rest
Role-based access controls and authentication
Regular security assessments and monitoring
DDoS protection via Cloudflare (basic protection on free tier)
Manual backup procedures (automated backups planned for paid tier - see Section 8.7)
Secure session management (HttpOnly cookies)
iOS Keychain storage for mobile authentication tokens (implementation in progress)

9.2 Multi-Tenant Data Isolation

Your data is logically isolated from other customers through:

Database-level access controls
Application-layer tenant segregation
Row-level security policies (636 policies enforced)
Encryption at rest provided by Supabase infrastructure

9.3 Privacy Compliance

Data processing is governed by our Privacy Policy (incorporated by reference). We commit to compliance with:

PIPEDA (Personal Information Protection and Electronic Documents Act - Canada)
Provincial privacy laws where applicable (Alberta PIPA, British Columbia PIPA, Quebec Law 25)
US state privacy laws where applicable based on customer and data subject locations
Other applicable privacy laws for North American operations

9.4 Data Processing Roles

For personal data processed through the platform:

You are the data controller for your end customers' personal information (names, addresses, service records, etc.)
We act as a data processor on your behalf for end customer data
We are the data controller for your business account information (billing, subscription, business contact details)
We process data only according to your documented instructions (via platform functionality)
We maintain appropriate technical and organizational security measures
We assist with data subject rights requests (reasonable assistance as processor)
We notify you of data breaches affecting personal data within 72 hours when feasible

9.5 Sub-Processors

We engage third-party sub-processors for infrastructure and services:

Supabase - Database hosting, backend infrastructure, file storage (Canada - AWS ca-central-1, SOC 2 certified, DPA signed August 5, 2025)
Cloudflare - Content delivery, DDoS protection, DNS (Free tier - basic protection, standard contractual terms)
Mapbox - Mapping, geocoding, and routing services (standard contractual terms)
Stripe - Payment processing and subscription management (PCI DSS Level 1, DPA signed October 26, 2025, Stripe Services Agreement)
Resend - Transactional email delivery, team invitations (contractual data protection terms)
QuickBooks (Intuit) - Optional accounting integration (Team+ tier, opt-in only, DPA signed October 26, 2025)
Telnyx - VoIP calling, SMS messaging, phone number provisioning (SOC 2 Type II certified, HIPAA compliant, DPA signed December 2025)
Anthropic - AI inference services for support bot, glass expert, photo moderation (SOC 2 Type II certified, DPA signed December 10, 2025)

We maintain a current list of sub-processors and provide 30 days notice of changes. You may object to new sub-processors if they present material privacy risks.

9.5.1 Payment Processor Disclaimer

Payment processing is provided by Stripe, a PCI DSS Level 1 certified payment processor. Sergio does not process, store, or have access to full credit card numbers.

Stripe Limitation of Liability:

We are not liable for Stripe service outages, payment processing delays, or Stripe platform errors
We are not liable for chargebacks, payment disputes, or fraud that occurs within Stripe's systems
Payment processing is subject to Stripe's own Terms of Service and Connected Account Agreement
If Stripe terminates or suspends your connected account, we are not liable for resulting business disruption
For payment processing issues, contact Stripe directly at https://support.stripe.com/

Your sole remedy for payment processing failures is to contact Stripe support or switch to an alternative payment method if available.

9.6 Data Location (North America Only)

Customer Data is processed and stored exclusively in North America:

Canada (primary data center location - AWS ca-central-1 in Montreal for database and file storage via Supabase)
United States (Cloudflare CDN, Mapbox geocoding, Resend email, Stripe payment processing, QuickBooks integration, Telnyx VoIP/SMS, Anthropic AI)

All sub-processors operate within North American jurisdictions. Data is not transferred to or processed in the European Union, European Economic Area, United Kingdom, or other international regions.

Cross-border transfers between Canada and the United States are subject to applicable data protection laws (PIPEDA, US state privacy laws) and contractual safeguards with sub-processors.

9.7 Security Breach Notification

In the event of a security breach affecting Customer Data:

We will notify you without unreasonable delay (within 72 hours when feasible)
Notification includes nature of breach, affected data, and remediation steps
You are responsible for notifying affected individuals as required by applicable law
We will cooperate with your breach response and regulatory obligations

9.8 Location Data Processing and Retention

For location-based features (turn-by-turn navigation, geofencing, route optimization, real-time location tracking):

Turn-by-Turn Navigation:

Real-time routing via Mapbox Navigation SDK
Customer service addresses sent to Mapbox for geocoding (converting address to coordinates)
Geocoded coordinates cached locally on device for navigation
Used exclusively for technician routing and directions

Geofencing:

50-meter radius check for automatic job completion detection
Entry/exit events processed locally on device
Used for automatic job status updates and customer arrival notifications

Real-Time Location Tracking (Optional Feature):

Business customers may optionally enable real-time location visibility:

How It Works:

GPS coordinates sent via HTTPS edge function webhook every 5 minutes during active navigation
Coordinates transmitted to web dashboard for real-time display to authorized managers/dispatchers
5-minute interval reduces battery drain and transmission costs vs. live streaming

Data Collection:

Latitude, longitude, timestamp, accuracy, speed, heading
Transmitted to edge function for real-time dashboard display
GPS coordinates NOT stored in our database (edge function processes and discards)
Edge function execution logs (timestamp, job ID, IP address - no GPS coordinates) retained 30 days for debugging

Retention Periods:

Device cache: 24 hours maximum, then automatically deleted
Server-side GPS storage: None - coordinates transmitted for display only, not persisted
Edge function logs: 30 days (metadata only - no GPS coordinates)
Mapbox geocoding cache: Subject to Mapbox's privacy policy

Dual Consent Requirement:

Company Level: Business customer must enable GPS tracking feature in web dashboard account settings
Technician Level: Technician must grant location permission ("While Using App") when prompted by iOS or Android

Opt-Out Options:

Company admins can disable GPS tracking feature for entire organization at any time
Individual technicians can deny location permission in iOS Settings or Android Settings
Technicians can disable location permission mid-route (stops all location streaming immediately)
GPS tracking only active during navigation - no 24/7 tracking

What We Do NOT Do:

Store raw GPS coordinates in our database
Retain historical location data beyond 24-hour device cache
Share location data with third parties (except Mapbox for navigation routing)
Use location data for profiling, analytics aggregation, or advertising
Track technicians outside of active navigation sessions

Customer Responsibilities:

Customers are solely responsible for:

Obtaining technician consent before enabling location features
Complying with employment and privacy laws in their jurisdiction
Disclosing data collection practices to technicians
Configuring appropriate access permissions (who can view location data)
Understanding that geofence tolerance (50m radius) may not be suitable for all use cases

We do not provide legal advice regarding employee monitoring compliance. See Section 5.6 for full customer obligations.

9.9 API Usage Terms

If you access the Platform via our documented APIs:

Rate Limits:

API calls are subject to rate limits as specified in our API documentation
Exceeding rate limits may result in temporary request throttling
Sustained abuse may result in API access suspension

API Keys and Authentication:

API keys are confidential and must be protected as account credentials
You are responsible for all activity under your API keys
Compromised keys must be reported immediately to legal@axenvoy.com

API Changes:

We will provide 30 days notice before deprecating API endpoints
Breaking changes will be communicated via API changelog and email
Legacy API versions supported for 6 months after deprecation notice

Prohibited API Usage:

Automated scraping beyond authorized data export
Reverse engineering API responses to discover undocumented features
Building competing services using our API
Sharing API credentials with third parties without authorization

Third-Party Integration Developers: Third parties building integrations must comply with our Partner API Agreement (available upon request).

9.10 Third-Party Integrations

The Platform may integrate with third-party services including:

QuickBooks (accounting synchronization - Team+ tier)
Zapier (workflow automation - where enabled)
Mapbox (mapping and navigation)
Payment processors (Stripe)
Telnyx (voice calling and SMS/MMS messaging)

Integration Disclaimers:

Third-party services are subject to their own terms and privacy policies
We are not responsible for third-party service availability, accuracy, or security
Data shared with third-party services is subject to those services' terms
You are responsible for configuring integrations appropriately
We do not guarantee compatibility with future versions of third-party services

QuickBooks Specific:

You are solely responsible for accounting accuracy after synchronization
We are not liable for tax errors, duplicate entries, or financial discrepancies
Consult your accountant for tax and financial questions

Telnyx (Voice and SMS) Specific:

Voice calling and SMS/MMS messaging are provided through Telnyx, a third-party telecommunications provider
We are not liable for dropped calls, call quality degradation, SMS delivery failures, or carrier-level message filtering
Phone number provisioning, porting, and regulatory compliance (10DLC registration) are subject to Telnyx's terms and carrier requirements
SMS delivery is subject to carrier filtering and may not reach all recipients
For voice/SMS service issues, we will coordinate with Telnyx on your behalf, but resolution is subject to Telnyx's and underlying carriers' timelines

9.11 Content Removal

Content uploaded to the Platform (including job photos, customer documents, and other user-generated content) must comply with the Acceptable Use Policy (Section 5) and all applicable laws.

Prohibited Content:

Nonconsensual intimate images (including AI-generated)
Content that violates any person's privacy rights
Content that infringes intellectual property rights
Any content prohibited by applicable law

Content Removal Process: If you believe content on the Platform violates this policy or applicable law, submit a removal request to legal@axenvoy.com. We will:

Acknowledge receipt of valid removal requests within 24 hours
Remove or disable access to reported content within 48 hours of a valid request
Take reasonable steps to prevent re-upload of removed content
Notify the content uploader of the removal (unless prohibited by law)

Good faith content removal under this section is protected from liability for wrongful removal claims.

10. Confidentiality

10.1 Confidential Information

"Confidential Information" includes:

Non-public features, pricing, and roadmap information
Security vulnerabilities or assessment results
Business strategies and customer lists
Any information marked or reasonably understood as confidential

10.2 Obligations

Each party agrees to:

Protect Confidential Information with reasonable care
Use it only for purposes of this Agreement
Not disclose it to third parties without consent
Limit access to employees/contractors with need-to-know

10.3 Exclusions

Confidential Information does not include information that:

Is or becomes publicly available through no breach
Was rightfully known prior to disclosure
Is independently developed without reference to confidential information
Must be disclosed by law (with notice to disclosing party when possible)

10.4 Duration

Confidentiality obligations survive for 3 years after termination of this Agreement.

11. Warranties & Disclaimers

11.1 Mutual Warranties

Each party warrants that:

It has authority to enter into this Agreement
Its performance will not violate any agreements with third parties
It will comply with applicable laws

11.2 Customer Warranties

You warrant that:

Customer Data does not violate laws or third-party rights
You have obtained necessary consents for data processing
You are authorized to bind your organization
Your use complies with these Terms

11.3 Service Warranty

We warrant that:

Services will perform materially as described in Documentation
We will provide Services with reasonable skill and care
We maintain appropriate rights to provide the Platform

11.4 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 11, THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

IMPLIED WARRANTIES OF MERCHANTABILITY
FITNESS FOR A PARTICULAR PURPOSE
NON-INFRINGEMENT
TITLE
ACCURACY, RELIABILITY, OR QUALITY OF SERVICES
UNINTERRUPTED OR ERROR-FREE OPERATION
SECURITY OR FREEDOM FROM VIRUSES

WE DO NOT WARRANT THAT:

The Platform will meet your specific requirements
Services will be available at all times
Errors will be corrected
Data will never be lost or corrupted

11.5 Third-Party Services

We are not responsible for third-party services, integrations, or content. Third-party terms apply separately.

12. Limitation of Liability

12.1 Limitation of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SERGIO, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR:

INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES
LOSS OF DATA OR DATA CORRUPTION (beyond restoration from backups)
BUSINESS INTERRUPTION OR SERVICE DELAYS
COST OF SUBSTITUTE SERVICES
LOSS OF GOODWILL OR REPUTATION

THESE LIMITATIONS APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).

12.2 Cap on Direct Damages

OUR TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF:

(A) FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM, OR
(B) $1,000 CAD

12.3 Exceptions to Limitations

The limitations in this Section 12 do not apply to:

Your payment obligations
Your indemnification obligations (Section 13)
Your violations of our intellectual property rights
Liability that cannot be excluded by law (fraud, gross negligence, willful misconduct)
Breaches of data security obligations involving sensitive personal data (liability capped at fees paid in preceding 24 months)

12.3.1 Beta Period Liability Cap

During the beta period (before Q2 2026 commercial launch), our total aggregate liability is limited to the greater of:

(A) $500 CAD, OR
(B) Fees paid by you in the preceding 3 months

12.3.2 Post-Beta Liability Cap (After March 15, 2026)

After private beta ends, Sergio's total aggregate liability for any claims is limited to the total fees paid by you in the twelve (12) months preceding the claim. This limitation applies regardless of the form of action, whether in contract, tort, or otherwise.

12.3.3 Early Access Disclosure

Sergio is in early access phase. Axenvoy Inc. operates with:

Industry-standard technical security measures (SOC 2 certified infrastructure, encryption, access controls)
Sustainable financial management (long-term stability over rapid scaling)
Transparent communication about service limitations and realistic capabilities

Insurance Coverage: Axenvoy Inc. maintains professional liability (errors & omissions), cyber liability, and commercial general liability insurance. The existence of insurance does not increase the liability caps in Section 12.2 — those caps represent the maximum contractual recovery regardless of insurance coverage. Insurance provides Axenvoy Inc. with the financial capacity to honor obligations up to those caps.

You acknowledge that during early access, recovery for damages is limited to the liability caps in Section 12.2. This reflects the current phase of business development and is balanced by substantially reduced pricing.

12.3.4 Early Access Benefits (Informational Only)

The following describes aspirational goals and current practices, NOT binding commitments or service level guarantees:

Responsive support (we aim for quick responses but provide no guarantees)
Feature request consideration (we value feedback but make no implementation commitments)
Competitive pricing (20-40% lower than established competitors)
Founding customer benefits as described in Section 4.8

12.4 Allocation of Risk

You acknowledge that these limitations reflect a reasonable allocation of risk and are a fundamental basis of our agreement. Subscription fees would be substantially higher without these limitations.

12.5 Basis of the Bargain

These limitations apply even if any limited remedy fails of its essential purpose.

13. Indemnification

13.1 Customer Indemnification

You agree to indemnify, defend, and hold harmless Sergio, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:

Your use or misuse of the Services
Customer Data, including claims of infringement, defamation, or privacy violations
Your violation of these Terms
Your violation of applicable laws or regulations
Your End Users' actions or omissions
Claims by your end customers regarding data processing or privacy

Exceptions: Your indemnification obligations do not apply to the extent that claims arise from:

Sergio's breach of these Terms
Sergio's gross negligence or willful misconduct
Sergio's violation of applicable law
Defects in the Platform not caused by your actions or data

13.2 Sergio Indemnification

We will indemnify you against third-party claims that the Platform, when used in accordance with these Terms, infringes a third party's patent, copyright, or trademark.

This indemnification does not apply if the claim arises from:

Modification of the Platform not made by us
Use in combination with non-approved third-party products
Use in violation of these Terms
Customer Data or customer-provided content

13.3 Indemnification Process

To claim indemnification:

Promptly notify the indemnifying party in writing
Grant sole control of defense and settlement (subject to approval for settlements affecting the indemnified party)
Provide reasonable cooperation and assistance

13.4 Exclusive Remedy

Section 13.2 states our entire liability and your exclusive remedy for intellectual property infringement claims.

14. Term & Termination

14.1 Subscription Term

The Agreement begins when you create an account and continues on a month-to-month or annual basis (depending on your selected plan) until terminated.

14.2 Renewal

Subscriptions automatically renew for equivalent periods unless:

You cancel before the renewal date
We provide notice of non-renewal
Either party terminates as provided in these Terms

14.3 Termination by Customer

You may terminate:

Monthly subscriptions: with 30 days written notice
Annual subscriptions: at the end of the annual term with 30 days notice

Termination does not entitle you to refunds of prepaid fees.

14.4 Termination by Sergio

We may terminate or suspend your account:

For Cause (With Cure Period):

Material breach of these Terms that remains uncured for 15 days after written notice (except for payment default, which follows Section 4.4 timeline, and AUP violations, which may result in immediate suspension)

For Cause (Immediate):

Violations of Acceptable Use Policy that pose immediate security or legal risk
Conduct that creates material legal risk or harms other customers
Fraudulent activity or material misrepresentation
Repeated breaches after prior cure opportunities

For Convenience:

With 60 days written notice for any reason
If we discontinue Services generally

14.5 Suspension

We may suspend access without terminating if:

Your account is past due (after 7 days notice)
We reasonably believe you are violating Terms
Necessary to prevent harm or comply with legal requirements
Required for security or integrity of the Platform

We will provide notice and opportunity to cure when reasonably possible.

14.6 Effect of Termination

Upon termination:

Your access to the Platform immediately ceases
You must pay all outstanding fees
All licenses granted to you terminate
Customer Data will be permanently deleted per Section 14.7 deletion timeline

14.7 Data Retrieval and Deletion

Data Retrieval Window: After termination, you have 30 days to retrieve Customer Data via:

Self-service export tools (if account remains accessible)
Requesting a data export (may incur reasonable fees for manual exports >100GB)

Deletion Timeline:

Standard Deletion: Customer Data will be permanently deleted within 60 days after termination unless you request a written extension
Extended Retention: You may request up to 90 days additional retention in writing (fees may apply for extended storage)
Expedited Deletion: You may request immediate deletion for compliance or security purposes
Backup Overwrite: All backup copies will be overwritten within 90 days of deletion instruction per normal backup rotation

Guaranteed Deletion: Upon request, we will provide written certification of data deletion within 10 business days of completing deletion procedures. Certification will include:

Confirmation of data deletion from production systems
Confirmation of deletion instruction sent to sub-processors
Expected backup overwrite completion date

We strongly recommend maintaining independent backups during your subscription period.

14.8 Surviving Provisions

The following sections survive termination:

Payment obligations (Section 4)
Data ownership (Section 6)
Intellectual property (Section 7)
Confidentiality (Section 10)
Warranties and disclaimers (Section 11)
Limitation of liability (Section 12)
Indemnification (Section 13)
Governing law and dispute resolution (Section 16)

15. Changes to Terms

15.1 Modification Rights

We may modify these Terms at any time by:

Posting updated Terms on our website
Providing notice via email or platform notification
Updating the "Last Updated" date

15.2 Material Changes

For material changes that adversely affect your rights:

We will provide at least 30 days advance notice
Continued use after the effective date constitutes acceptance
If you disagree, you may terminate within the notice period

15.3 Immediate Changes

We may implement changes immediately without notice for:

Legal or regulatory compliance requirements
Security vulnerabilities or emergency patches
Changes that benefit customers without imposing new restrictions

15.4 Version Control

We maintain archived versions of prior Terms. You may request historical versions by contacting support.

16. Governing Law & Dispute Resolution

16.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the Province of Saskatchewan, Canada, without regard to conflict of law principles.

The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

16.2 Jurisdiction

Subject to arbitration provisions below, the parties submit to the exclusive jurisdiction of the courts located in Saskatchewan, Canada for any disputes arising from these Terms.

16.3 Informal Dispute Resolution

Before initiating formal proceedings, the parties agree to attempt good-faith resolution through:

Written notice describing the dispute
Meeting or call between authorized representatives within 15 days
30-day negotiation period

16.4 Arbitration (Optional)

For disputes not resolved informally, either party may elect binding arbitration:

Administered by ADR Chambers or equivalent Canadian arbitration body
Single arbitrator selected by mutual agreement (or appointed by administrator)
Located in Saskatchewan, Canada
Conducted in English
Governed by Commercial Arbitration Act (Saskatchewan)

Arbitration costs are shared equally unless the arbitrator awards costs differently.

16.5 Exceptions to Arbitration

Either party may pursue litigation for:

Intellectual property infringement claims
Injunctive relief for breach threatening irreparable harm
Small claims court matters within jurisdictional limits

16.6 Class Action Waiver

TO THE EXTENT PERMITTED BY LAW, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

16.7 Time Limitation

Claims must be filed within two (2) years after the cause of action arises, or be permanently barred.

17. General Provisions

17.1 Entire Agreement

These Terms, together with the Privacy Policy and any Order Forms or Subscription Agreements, constitute the entire agreement between the parties and supersede all prior agreements, proposals, and representations, whether written or oral.

17.2 Amendment

No amendment or modification is binding unless in writing and signed by authorized representatives of both parties (subject to Section 15 modification rights).

17.3 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision. Waivers must be in writing to be effective.

17.4 Severability

If any provision is held invalid or unenforceable:

That provision is modified to the minimum extent necessary to make it enforceable
If modification is not possible, the provision is severed
All other provisions remain in full force and effect

17.5 Assignment

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. Any attempted assignment in violation is void.

We may assign these Terms:

To an affiliate or subsidiary
In connection with a merger, acquisition, or sale of assets
To any successor entity

17.6 No Third-Party Beneficiaries

These Terms do not confer rights on any third party except as expressly stated.

17.7 Notices

Notices must be in writing and delivered to:

To Customer: The email address associated with your account

To Sergio: Axenvoy Inc. Suite 1002, 1 Springs Drive, Unit #208 Swift Current, SK S9H 3X6, Canada Email: legal@axenvoy.com

Notices are effective:

Email: Upon confirmation of delivery
Mail: 3 business days after sending by registered mail

17.8 Force Majeure

Neither party is liable for failure to perform due to circumstances beyond reasonable control, including:

Natural disasters, pandemics, acts of God
War, terrorism, civil unrest
Government actions, embargoes, sanctions
Strikes, labor disputes
Internet or utility failures
Cyber attacks affecting third-party infrastructure

The affected party must provide prompt notice and use reasonable efforts to resume performance.

17.9 Relationship of Parties

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.

17.10 Export Compliance

You agree to comply with all applicable export control laws and regulations. You will not export, re-export, or transfer the Platform or technical data to prohibited countries or persons.

17.11 Government Use

If you are a government entity, the Platform is "Commercial Computer Software" and "Commercial Technical Data" as defined in applicable regulations. Government use is subject to these commercial terms.

17.12 Language

These Terms are written in English. Any translations are provided for convenience only. In the event of conflict, the English version controls.

17.13 Interpretation

Headings are for convenience and do not affect interpretation
"Including" means "including without limitation"
Singular includes plural and vice versa
"Or" is not exclusive unless context requires

18. Contact Information

For questions regarding these Terms:

Legal Inquiries: Email: legal@axenvoy.com

Privacy Officer: Cody Lepine Email: legal@axenvoy.com

Billing and Account Management: Email: billing@axenvoy.com

General Support: Email: support@sergio.app

Technical Support: Email: support@sergio.app

Mailing Address: Axenvoy Inc. Suite 1002, 1 Springs Drive, Unit #208 Swift Current, SK S9H 3X6, Canada

19. Acknowledgment

BY CREATING AN ACCOUNT OR USING THE SERVICES, YOU ACKNOWLEDGE THAT:

You have read and understood these Terms
You agree to be bound by these Terms
You have authority to bind your organization
You understand the limitations of liability and warranty disclaimers
You have had opportunity to seek legal counsel before agreeing

END OF TERMS OF SERVICE