Terms of Service

1.1 These Terms of Service ("Terms") are a binding agreement between Sapiura Systems LLC, a Wyoming limited liability company doing business as Pronvi ("Provider", "we", "us"), and the business entity or individual that creates an account or signs an order form ("Client", "you").

1.2 These Terms incorporate our Privacy Policy, our Data Processing Agreement ("DPA") and any order form, proposal or invoice that references them (together, the "Agreement"). If an order form conflicts with these Terms, the order form controls for that order only.

1.3 You accept the Agreement by checking an acceptance box, signing an order form, paying an invoice, or using the Services. If you accept on behalf of a business, you confirm you have authority to bind it.

1.4 We may update these Terms. We will give at least 15 days' notice by email or in the platform of any material change; other changes take effect when posted. Continued use after the effective date of a change means you accept it. If you do not agree to a change, your sole remedy is to cancel before it takes effect.

• "Platform" means the Pronvi software platform, including its CRM, websites and funnels, forms, calendars, email and messaging tools, automations, mobile and desktop apps, and AI features.
• "Services" means access to the Platform plus any setup, configuration, training, management or support services described in your order.
• "Sub-Account" means a workspace in the Platform for one business.
• "Client Data" means all data, content and materials you or your users submit to the Platform, including personal data of your own customers and contacts ("End Users").
• "Usage Charges" means charges for metered features such as SMS, MMS, RCS, voice minutes, phone numbers, email sending, AI usage and similar items.
• "Technology Providers" means the third parties whose infrastructure and software we use to deliver the Platform.

3.1 License. Subject to the Agreement and timely payment, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Platform during your subscription, solely for your internal business purposes.

3.2 Technology Providers. The Platform is built on and hosted by Technology Providers. You acknowledge that features, availability and performance depend in part on them. We may change Technology Providers or modify, add or remove features at any time. Your purchase is not contingent on any future feature.

3.3 Support. We are your sole point of contact for the Services. All support requests, disputes and inquiries must be sent to us at hola@pronvi.com. You must not contact our Technology Providers for support relating to your Sub-Account.

3.4 Professional services. Setup, migration, design and management services are performed as described in your order. Timelines are estimates. Unless stated otherwise, we do not guarantee any business result, revenue or lead volume.

4.1 The Services are for business use only. You must be at least 18 years old and able to form a binding contract.

4.2 You must give accurate and complete registration and billing information and keep it current within 10 days of any change.

4.3 You are responsible for your login credentials and for all activity in your account, authorized or not. You must enable two-factor authentication for all users where available and notify us immediately of any unauthorized access. We may disable any credentials at any time if we suspect a security risk or a breach of the Agreement. We are not liable for any loss resulting from your or your users' failure to follow recommended security measures.

4.4 You are responsible for your employees, contractors, agents and anyone you give access to the Platform, and you must ensure they comply with the Agreement. If you give your own customers access, you must bind them to terms at least as protective of us and our Technology Providers as these Terms.

4.5 You may not use the Services if you are a competitor of ours or of our Technology Providers, or if you intend to use access to build a competing product.

5.1 Lawful use. You will use the Services only for lawful purposes and in compliance with all applicable laws, including consumer protection, marketing, privacy, accessibility and tax laws.

5.2 Restrictions. You will not, and will not allow anyone to: (a) reverse engineer, decompile, disassemble or attempt to discover source code, algorithms or underlying structure; (b) modify, translate or create derivative works of the Platform, except through configuration features we provide; (c) resell, sublicense, rent or give access to the Platform to third parties except as expressly allowed in your order; (d) remove proprietary notices; (e) give access to a competitor; (f) use robots, scrapers or automated means to access or copy the Platform, except through documented APIs; (g) probe, scan or penetration-test the Platform; (h) interfere with or overload the Platform; (i) upload malware; or (j) misrepresent the Platform or the Services.

5.3 Prohibited content and activities. You will not use the Services for: spam or unlawful advertising; phishing, fraud, scams or malware; impersonating any person or entity; sexually explicit content or any content exploiting minors; hateful, harassing or violent content; fake reviews or astroturfing; disinformation; gambling; payday lending; cryptomining; unauthorized legal, medical or financial advice; automated decisions about credit, employment, education or public benefits; weapons or military uses; critical infrastructure; political campaigning in violation of law; or any other illegal or highly regulated activity.

5.4 Fair use. Plans or features described as "unlimited" are subject to fair use. If we or our Technology Providers determine that your use is excessive, abusive or degrades the Platform, we may throttle, pause or suspend the affected features, or require you to move to a higher plan.

5.5 Monitoring and enforcement. We and our Technology Providers may monitor use of the Platform for security, support and compliance. If we believe a Sub-Account is engaged in suspicious or unlawful activity, or if a Technology Provider, carrier or regulator requires it, we may suspend or terminate that Sub-Account immediately.

5.6 Cooperation. You will reasonably cooperate with information requests from us, law enforcement, regulators and telecommunications carriers.

6.1 You are the sender. The Platform is a technology tool. You, not Provider, create, initiate and control every communication you send through it, including its content, timing and recipients. For all legal and regulatory purposes you are the "sender", "seller", "telemarketer" or "advertiser".

6.2 Laws you must follow. You are solely responsible for complying with all laws governing your communications, including the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule (TSR), the CAN-SPAM Act, federal and state do-not-call rules, state telemarketing and "mini-TCPA" laws (including any registration, licensing or bonding requirements), carrier rules including A2P 10DLC registration, Canada's Anti-Spam Legislation (CASL), the EU ePrivacy rules and the GDPR, and any other applicable law.

6.3 Consent. Before contacting anyone through the Platform, you must obtain and keep records of all consents the law requires, honor opt-outs promptly, and include all required identification and opt-out information. You must keep accurate consent records and provide them to us on request.

6.4 AI disclosure. You must tell people when they are interacting with an AI voice agent or chatbot.

6.5 Phone numbers and registrations. You will provide accurate business information for carrier registrations. Carriers may block, filter or charge for messages, and we are not responsible for delivery failures.

6.6 Compliance features in the Platform are for convenience only and are not legal advice. Your obligations under this Section survive termination.

7.1 Roles. For Client Data, you are the controller (or the business) and we are your processor (or service provider). Our DPA governs our processing of personal data in Client Data and forms part of the Agreement. Our Privacy Policy explains how we handle data we control, such as your account and billing information.

7.2 Your obligations. You are responsible for: having a lawful basis and all notices and consents needed for us and our Technology Providers to process Client Data; publishing your own privacy policy to your End Users; responding to data subject and consumer rights requests; setting appropriate retention periods; and making any breach notifications the law requires of you.

7.3 Sensitive data. You will not upload special categories of personal data, protected health information, payment card numbers or government ID numbers unless your order expressly allows it and all required agreements are in place. We do not sign Business Associate Agreements under HIPAA unless we expressly agree in a separate signed document, and you are solely responsible for any protected health information you upload without one.

7.4 Backups. We do not guarantee storage of Client Data. You are responsible for keeping your own copies of important data.

7.5 Usage data. We and our Technology Providers may collect and use aggregated, de-identified data about how the Platform is used, to operate and improve it. Such data will not identify you or your End Users.

8.1 AI outputs may be inaccurate, incomplete or inappropriate. You must review all AI-generated content before using it, and you are responsible for its use.

8.2 You will not enter sensitive personal data or confidential information into AI features, or use them for any purpose prohibited in Section 5, for discrimination, or for individualized legal, medical, financial or tax advice.

8.3 AI features may be processed by third-party AI providers under their own terms.

9.1 Subscription fees. Fees are billed in advance on a recurring monthly or annual basis, as stated in your order, and renew automatically until cancelled. We do not sell lifetime or one-time-payment access.

9.2 Payment method. You authorize us to charge your payment method on file for all fees, Usage Charges and taxes when due. If a payment fails, we may retry, and we may suspend access until it is paid. Overdue amounts bear interest at 1.5% per month or the maximum rate allowed by law, whichever is lower, and you will reimburse all collection costs, including reasonable attorneys' fees.

9.3 Usage Charges. Usage Charges are separate from subscription fees and are passed through to you at the cost charged to us by our Technology Providers, unless your order states otherwise. Usage may be prepaid through a wallet that reloads automatically when the balance falls below the threshold shown in the Platform. Rates may change when our Technology Providers change them.

9.4 Price changes. We may change subscription fees with at least 30 days' notice before your next renewal.

9.5 Refunds. All fees and Usage Charges are non-refundable, including for partial periods or unused features, except where required by law. Unused wallet balances must be claimed in writing within 30 days after cancellation; unclaimed balances are forfeited after that period. Promotional credits have no cash value and expire 90 days after issue.

9.6 Disputes and chargebacks. You must notify us in writing of any billing dispute within 30 days of the invoice date, or the invoice becomes final. You must pay all invoiced amounts while a dispute is pending. Initiating a chargeback instead of using this process is a material breach: we may suspend the Services immediately, and you will pay the disputed amount plus all chargeback fees and collection costs. You are responsible for chargebacks on payments you collect from your own customers through the Platform.

9.7 Taxes. Fees exclude all sales, use, value-added, goods and services and similar taxes, and any withholding taxes. You are responsible for those taxes, except taxes on our net income. If you collect payments from your own customers through the Platform, you are the seller of record and solely responsible for the related taxes, refunds and disclosures.

The Platform may integrate with third-party services that you choose to enable, such as payment processors, calendars, email providers and marketplace apps. Your use of them is governed by their terms, and you authorize us to share data with them as needed for the integration. We are not responsible for third-party services, their availability, or their handling of your data.

11.1 Ours. The Platform, our Technology Providers' software, documentation, templates and all related intellectual property belong to us or our licensors. Except for the limited rights in Section 3.1, no rights are granted to you. If you acquire any rights in the Platform by operation of law, you assign them to us.

11.2 Yours. You keep all rights in Client Data and your trademarks. You grant us and our Technology Providers a worldwide, non-exclusive license to host, copy, process and display Client Data only as needed to provide the Services and as described in the DPA. You confirm you own or have the rights to all Client Data, including any code or content you use to customize the Platform.

11.3 Templates. Templates or snapshots we provide are licensed for use within the Platform only and are not sold to you.

11.4 Feedback. We may use any suggestions you give us without restriction or compensation.

12.1 THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR TECHNOLOGY PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, OR THAT YOUR BUSINESS WILL BE PROFITABLE. BETA FEATURES ARE PROVIDED WITHOUT ANY WARRANTY.

12.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER WE NOR OUR TECHNOLOGY PROVIDERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL.

12.3 OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE SUBSCRIPTION FEES YOU PAID US IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THIS LIMIT DOES NOT APPLY TO YOUR PAYMENT OBLIGATIONS, YOUR INDEMNIFICATION OBLIGATIONS, OR YOUR BREACH OF SECTIONS 5, 6, 11 OR 18.1, FOR WHICH YOUR LIABILITY IS NOT LIMITED.

12.4 Any claim against us must be brought within three (3) months after the event giving rise to it, whether or not you knew of it, or it is permanently barred. If a court or arbitrator holds that period unenforceable, the shortest period permitted by law applies.

13.1 Term. The Agreement lasts while you have an active subscription or order.

13.2 Cancellation by you. You may cancel at any time by written notice to hola@pronvi.com at least 7 days before your next renewal. Cancellation takes effect at the end of the current billing period. You remain responsible for all fees and Usage Charges incurred until then.

13.3 Suspension or termination by us. We may suspend or terminate the Services, in whole or in part, immediately and without liability: (a) if you breach the Agreement; (b) for non-payment; (c) if required by law, a carrier, a regulator or a Technology Provider; (d) to protect the Platform, us or others; or (e) for any other reason, on notice, in which case, unless you were in breach, we will refund prepaid subscription fees for the unused period as your sole remedy.

13.4 Your data after termination. For 30 days after termination you may request an export of Client Data. After that period we may delete Client Data permanently, subject to backup cycles and legal retention.

13.5 Phone numbers. Phone numbers obtained through the Platform are released within 14 days after termination unless you port them out first. Numbers you ported into the Platform remain yours, and we will cooperate with a timely request to port them out.

13.6 Survival. Sections that by their nature should survive termination will survive, including Sections 6, 7, 9, 11, 12, 14, 16, 17 and 18.

You will defend, indemnify and hold harmless Provider, its members, officers and contractors, and our Technology Providers, from all claims, damages, losses, fines, penalties and expenses (including reasonable attorneys' fees) arising from or related to: (a) your or your users' use of the Services; (b) Client Data; (c) any communication sent through your account, including claims under the TCPA, TSR, CAN-SPAM, do-not-call or similar laws; (d) your breach of the Agreement or of any law; (e) any violation of privacy or data protection laws by you, including failures in notices, consents, rights requests, retention or breach notification; (f) taxes related to your activities; (g) disputes between you and your customers or End Users; and (h) your use of AI features or AI-generated content. We may control the defense of any such claim with counsel of our choice, at your expense, and you will not settle any claim in a way that imposes an obligation or admission on us without our written consent.

You represent that you are not located in, organized under the laws of, or owned or controlled by persons in an embargoed country or region, and that you are not on any U.S. or other restricted-party list. You will not use, export or give access to the Services in violation of U.S. export control or sanctions laws.

16.1 The Agreement is governed by the laws of the State of Wyoming, USA, without regard to conflict-of-law rules, and by the Federal Arbitration Act.

16.2 Any dispute arising out of or relating to the Agreement will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, seated in Sheridan, Wyoming. The arbitration may be held by video. Judgment on the award may be entered in any competent court. The arbitrator, not a court, decides questions about the scope, validity and enforceability of this arbitration agreement. Either party may bring an individual claim in small claims court, and either party may seek injunctive relief in court to protect its intellectual property or confidential information, or to collect unpaid fees; we may obtain such relief without posting a bond. The prevailing party in any arbitration or court proceeding may recover its reasonable attorneys' fees and costs.

16.3 All claims must be brought individually, not as a plaintiff or class member in any class, consolidated or representative proceeding. IF ANY DISPUTE PROCEEDS IN COURT, EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL.

17.1 Notices. We may send notices to the email address on your account or through the Platform. You must send notices to hola@pronvi.com or 7345 W Sand Lake Rd, Ste 210, Office 3330, Orlando, FL 32819, USA.

17.2 Assignment. You may not assign the Agreement without our written consent. We may assign it to an affiliate or in connection with a merger, acquisition or sale of assets.

17.3 Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, including outages of Technology Providers, carriers or the internet.

17.4 Independent parties. The parties are independent contractors. Nothing creates a partnership, agency or employment relationship.

17.5 Entire agreement; severability; waiver. The Agreement is the entire agreement on its subject. If any provision is unenforceable, it will be limited to the minimum extent necessary and the rest remains in effect. A failure to enforce a provision is not a waiver.

17.6 Language. The English version of the Agreement controls. Translations are provided for convenience only.

17.7 Contact. Sapiura Systems LLC, 7345 W Sand Lake Rd, Ste 210, Office 3330, Orlando, FL 32819, USA, hola@pronvi.com.

18.1 Confidentiality. You will keep confidential, and use only to receive the Services, all non-public information we disclose, including pricing, proposals, templates, snapshots, workflows, our sub-processor list and information about the Platform. This duty lasts during the Agreement and for three (3) years afterwards, and indefinitely for trade secrets. It does not cover information that is public through no fault of yours or that you lawfully obtained from another source.

18.2 Account ownership. The account belongs to the entity named on your order. If there is a dispute over who owns or controls an account, we may require documentation, rely on billing and registration records, and suspend the account until the parties agree in writing or a court rules. Our decision is final as between you and us, and you will indemnify us for any claim arising from it.

18.3 Transfers and migration. You may not transfer a Sub-Account, snapshot or configuration to another provider without our written approval and full payment of all amounts due. Workflows, templates, funnels, automations and other materials we create remain our property unless your order expressly transfers them; you receive only a license to use them while subscribed. Your Client Data remains exportable under Section 13.4.

18.4 Technology Provider continuity. If a Technology Provider stops, suspends or materially changes its services, prices or terms, we may modify, re-price on notice, or terminate the affected Services. Your sole remedy is a refund of prepaid subscription fees for any unused period of terminated Services.

18.5 Domain names. Domains bought or transferred through the Platform may be registered by us or a Technology Provider on your behalf. You authorize us to act as your agent for those domains, including to renew them at your cost, to keep the required nameservers, and to transfer or cancel them to resolve a dispute or legal complaint after reasonable notice.

18.6 Your websites, stores and sales. You are the seller of record for anything you sell through the Platform. You must publish your business contact details, refund policy, fulfillment times and all legally required disclosures. You are responsible for the content, legality and accessibility (including under the Americans with Disabilities Act and similar laws) of the websites, forms, emails and other materials you publish through the Platform.

18.7 Data from third-party sources. Data you obtain through enrichment, lookup or marketplace tools may be used only as their providers' acceptable use policies allow and as the law permits.

18.8 Inactive and unpaid accounts. We may delete accounts that are inactive for 90 days or unpaid for more than 30 days, together with their Client Data, after notice to your account email.

18.9 Insurance. You will maintain the insurance required by law and reasonably appropriate for your activities, including for communications, data and professional liability risks.

18.10 Non-solicitation. During the Agreement and for twelve (12) months afterwards, you will not solicit or hire any employee or contractor of ours who worked on your account, without our written consent. General job advertisements are not solicitation.

18.11 Electronic acceptance. You consent to receive notices electronically and agree that click-through acceptance, electronic signatures and records have the same effect as signed paper documents under the U.S. E-SIGN Act and similar laws.

18.12 Third-party beneficiaries. Our Technology Providers are intended third-party beneficiaries of Sections 5, 6, 11, 12 and 14 and may enforce them. There are no other third-party beneficiaries.

18.13 Equitable relief. A breach of Sections 5, 6, 11 or 18.1 may cause us irreparable harm for which money damages are not adequate, and we may seek injunctive relief in addition to any other remedy.

18.14 Interpretation. Headings are for convenience only. "Including" means "including without limitation". The Agreement will not be construed against either party as its drafter.