Terms of Service

Effective date: January 1, 2025

These Terms of Service (“Terms”) govern your organization’s access to and use of the Pertava platform (“Service”) provided by Pertava, Inc. (“Pertava,” “we,” “us”). By accessing the Service, you agree to these Terms on behalf of your organization.

1. Service Description

Pertava is an enterprise workflow intelligence platform that detects changes, routes reviews, tracks follow-up, and preserves evidence across your organization’s connected systems. The Service is provided as described in your Order Form and our documentation.

2. Account and Access

You must provide accurate organization and billing information.
Your designated administrator controls user provisioning, permissions, and data access within your tenant.
You are responsible for securing credentials and for all activity under your organization’s account.

3. Acceptable Use

You agree not to:

Reverse engineer, decompile, or attempt to extract source code from the Service.
Use the Service to build a competing product.
Exceed licensed seat counts or share credentials with unauthorized parties.
Introduce malicious code or attempt unauthorized access to our systems.
Use the Service in violation of applicable law.

4. Customer Data

Ownership

Your organization retains all rights to data submitted to the Service (“Customer Data”). Pertava claims no ownership of Customer Data.

Limited license

You grant Pertava a limited license to process Customer Data solely to deliver the Service. We will not use Customer Data to train AI models, provide insights to other customers, or for any purpose beyond operating your contracted service.

Data processing

Processing is governed by our Privacy Policy and, where applicable, a Data Processing Agreement (DPA). Enterprise customers may request a DPA at legal@pertava.com.

Data residency

Customer Data is stored and processed in your organization’s selected region (Canada or the United States). Data does not leave your selected country unless your organization explicitly requests cross-border replication.

5. Intellectual Property

Pertava retains all rights to the Service, including software, algorithms, documentation, and trademarks. These Terms grant only the limited right to use the Service as contracted. Aggregate, anonymized insights derived from service metadata (never from Customer Data) remain Pertava’s property.

6. Fees and Payment

Fees are set forth in your Order Form.
All fees are invoiced in advance and due within 30 days.
We will provide 30 days’ notice before pricing changes at renewal.
Overdue balances accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

7. Term and Termination

Term: as specified in your Order Form (typically annual).
Termination for convenience: either party may terminate with 30 days’ written notice. Prepaid fees for the remaining term are non-refundable.
Termination for cause: either party may terminate immediately if the other materially breaches and fails to cure within 15 days of notice.
Post-termination: you may export Customer Data within 30 days. All Customer Data is deleted within 90 days of contract end.

8. Confidentiality

Each party will protect the other’s confidential information with at least the same care used for its own (and no less than reasonable care). Confidential information excludes publicly available information and information independently developed or rightfully received from third parties.

9. Service Levels

We target 99.9% monthly uptime for production environments. Scheduled maintenance is communicated at least 48 hours in advance. Specific SLA commitments and remedies are defined in your Order Form or SLA addendum.

10. Warranties

We warrant the Service will perform materially as described in our documentation. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11. Limitation of Liability

NEITHER PARTY’S AGGREGATE LIABILITY WILL EXCEED THE AMOUNTS PAID IN THE 12 MONTHS PRECEDING THE CLAIM. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITY.

12. Indemnification

By Pertava: we will defend and indemnify you against third-party claims that the Service infringes intellectual property rights.
By you: you will defend and indemnify Pertava against claims arising from your breach of these Terms or use of the Service in violation of law.

13. Governing Law

For customers with a primary region in Canada, these Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, with disputes resolved in the courts of Ontario. For customers with a primary region in the United States, these Terms are governed by the laws of the State of Delaware, with disputes resolved in state or federal courts in Delaware.

14. General

These Terms and your Order Form constitute the entire agreement.
If any provision is unenforceable, the remainder survives.
Failure to enforce a right is not a waiver.
Assignment requires prior written consent.
Neither party is liable for delays caused by force majeure.
We will provide 30 days’ notice before material changes to these Terms.

15. Contact

Pertava, Inc.
legal@pertava.com