Terms & conditions

• "Order": the proposal, order form, checkout page or confirmation identifying the plan, pricing and term purchased.
• "Customer Data": all data, content and materials that Customer or its Users enter, upload or collect through the Services, including End Contact data.
• "End Contacts": the clients, prospects, patients and other individuals Customer communicates with through the Services.
• "Users": the individuals Customer authorizes to access its account.
• "AI Features": features that use artificial intelligence, such as chat agents, voice agents, content generation, transcription and summaries.
• "Third-Party Services": products, platforms, networks and services not provided by Pronvi, such as phone carriers, Meta, WhatsApp, Google or payment processors.

The Services are offered only to businesses, professionals and organizations for commercial or professional purposes, not to consumers. You must be at least 18 and legally able to enter into contracts. You may not use the Services if you are our competitor, or for benchmarking purposes, without our prior written consent.

Pronvi provides a platform for customer management, multichannel communications, calendars, payments, contracts, marketing, automations and AI Features, delivered with an initial setup tailored to Customer's type of business. The Services run on third-party software that we use under license. We may modify, improve, replace or retire features; if a change materially reduces the core functionality purchased, we will give reasonable prior notice and you may cancel without penalty. Features labeled beta, trial or preview are provided as is, may fail or be withdrawn, and are not subject to any service commitment.

You must provide accurate, complete and current information. You are responsible for all activity in your account, for keeping credentials confidential, for your Users' compliance with these Terms and for notifying us immediately of any unauthorized access or security incident. We are not liable for losses arising from unauthorized use of your credentials.

• Fees are as stated in the Order. Unless stated otherwise, subscriptions are billed monthly in advance and renew automatically for successive equal periods until canceled.
• You authorize us, through our payment processor, to charge your payment method on file for all recurring fees, usage charges and other amounts due.
• Setup, onboarding or customization fees are earned upon purchase and are non-refundable.
• Usage charges (text messages, calls, AI voice minutes, email, WhatsApp, phone numbers, carrier registrations and similar services) may be billed separately based on actual consumption and current rates, even if Third-Party Services reject or delay a registration.
• Fees exclude taxes, duties and government charges, which are your responsibility, other than taxes on our net income.
• We may change pricing with at least 30 days' notice; new prices apply from the next billing period.
• Unpaid amounts may accrue late interest of 1.5% per month or the maximum allowed by law, if lower, and we may suspend the Services after at least 7 days' notice of non-payment. You are responsible for reasonable collection costs.
• If you believe a charge is incorrect, you must notify us in writing within 30 days. Initiating a chargeback or payment dispute without first contacting us is a breach of these Terms.

The Services have no minimum commitment unless the Order states otherwise. You may cancel at any time from your account or by writing to us; cancellation takes effect at the end of the current billing period, and no refunds or proration are provided for partial periods, unused services or setup fees, unless required by law.

You are solely responsible for the content, purpose, legality and recipients of all communications you send or initiate through the Services, including those generated by automations or AI Features you configure or enable. In particular, you represent and warrant that:

• You will comply with all applicable laws and rules, including, as relevant: the Telephone Consumer Protection Act (TCPA) and FCC rules, including its 2024 ruling treating AI-generated voices as "artificial" voices; the Telemarketing Sales Rule and the National Do Not Call Registry; the Florida Telephone Solicitation Act and other state telemarketing laws; the CAN-SPAM Act; Canada's CASL; the General Data Protection Regulation (GDPR), EU electronic communications rules and Spain's LSSI; and the data protection and consumer laws of every country where you operate.
• You will obtain and document, before each communication, any prior consent required by law (including prior express written consent for marketing messages or calls using an artificial or prerecorded voice) and keep it for at least five years.
• You will honor opt-out requests (STOP, cancel, unsubscribe or equivalent) immediately through any reasonable channel, as well as suppression lists and the permitted calling hours of each jurisdiction.
• You will comply with industry and carrier guidelines (such as CTIA guidelines and A2P 10DLC and toll-free registration requirements), WhatsApp and Meta business and messaging policies, and the policies of Google and any other Third-Party Services you use.
• You will provide accurate and complete information for messaging brand and campaign registrations, and bear the consequences of rejections, filtering or suspensions caused by your information, content or practices.
• You will inform your End Contacts that calls may be recorded and obtain their consent where the law requires, including in all-party consent states.
• You maintain an adequate privacy policy informing your End Contacts of the processing of their data through the Services.

We do not monitor your communications and are not responsible for their legal compliance. Any template, copy or configuration we provide is a suggestion that you must review with your own advisor before use.

You will not, and will not allow others to:

• Send spam, unsolicited communications or messages to purchased, rented or scraped lists.
• Use the Services for illegal, fraudulent, deceptive, defamatory, hateful, sexually explicit or violent content or activities, or content that infringes third-party rights.
• Use the Services for categories restricted by carriers or platforms, such as payday or high-risk lending, debt relief, cannabis, firearms, unauthorized gambling, adult content or get-rich-quick schemes.
• Upload protected health information (PHI) regulated by HIPAA, full payment card data, government ID numbers or other special categories of data, unless agreed with us in writing in advance. The Services are not designed to comply with HIPAA or PCI DSS for such data.
• Impersonate any person or entity, spoof caller ID or sender information, or conceal the origin of communications.
• Introduce viruses or malicious code, probe or bypass security measures, interfere with the operation of the Services or overload their infrastructure.
• Reverse engineer, decompile, copy, scrape, resell, sublicense or make the Services available to third parties, except as expressly permitted.
• Use AI Features to make decisions with legal or similarly significant effects on individuals (for example credit, employment, housing or insurance) without human review, or to generate content that is misleading about its artificial nature.

AI Features generate output probabilistically and may produce information that is inaccurate, incomplete, inappropriate or different from what you expect. You are responsible for: (a) defining and approving the information the agents work with, such as prices, hours, policies and services; (b) monitoring their performance and reviewing output before relying on it; (c) informing End Contacts that they are interacting with an automated system where the law requires; and (d) providing a human channel for escalation.

AI Features do not provide medical, legal, financial, tax or any other professional advice, and must not be used to handle emergencies or situations where an error could cause physical harm. We do not warrant the accuracy, suitability or business results of any AI-generated content. AI usage charges apply even if the output is unsatisfactory.

The Services depend on and integrate with Third-Party Services. Your use of them is governed by their own terms and policies, which you must accept and comply with. We do not control or guarantee the availability, operation, pricing, policies or decisions of Third-Party Services (including approval or rejection of registrations, message filtering, suspension of numbers or WhatsApp accounts, or changes to their APIs), and we are not liable for any interruption, loss or charge arising from them. If a provider stops offering a capability, we may modify or retire the corresponding feature.

As between the parties, Customer retains all rights in Customer Data. You grant us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process and display Customer Data as needed to provide, secure and improve the Services and to comply with law.

For personal data included in Customer Data, Customer acts as controller and we act as processor or service provider, and we will process such data on Customer's documented instructions, under our Privacy Policy and, where Customer requests it or the law requires, the data processing agreement (DPA) that forms part of these Terms. Customer warrants that it has a legal basis and all rights needed to provide Customer Data to us and for us to process it under these Terms.

We may create and use aggregated and de-identified data that does not identify Customer or any individual to operate, analyze and improve the Services.

For 30 days after termination, at Customer's request, we will make available the export of Customer Data offered by the platform. After that period we may delete it without liability. You are responsible for keeping your own backups.

Pronvi, its logos, the Site, the Services and all setups, account templates, automations, workflows, copy, scripts, AI agent instructions, funnels, designs and other materials we prepare (the "Pronvi Materials") are owned exclusively by us or our licensors, even if adapted to your business. While your subscription is active and paid, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to use the Services and the Pronvi Materials for your internal business. You acquire no ownership in them and may not copy them, export them for use in another account or platform, resell them or make them available to third parties. All rights not expressly granted are reserved.

If you send us suggestions or feedback, we may use them freely without any obligation to you.

Each party may receive non-public information from the other that is marked confidential or should reasonably be understood as such ("Confidential Information"). The receiving party will use it only for the purposes of these Terms, protect it with at least reasonable care, and disclose it only to employees, contractors and advisors who need to know it and are bound by equivalent obligations. Confidential Information does not include information that is public through no fault of the recipient, already lawfully known to it, received from a third party without a duty of confidentiality, or independently developed. It may be disclosed when required by law, with prior notice to the other party where permitted.

We will use commercially reasonable efforts to keep the Services available and to provide email support during business hours. The Services may be interrupted by maintenance, Third-Party Service failures or causes beyond our control. Unless a service level agreement is agreed in writing, we do not guarantee any specific availability or response time.

We may suspend all or part of the Services, with prior notice where reasonably possible, if: (a) you breach section 5, 7 or 8; (b) your use poses a risk to the security, integrity or availability of the Services or to third parties; (c) a carrier, platform or authority requires it; or (d) we receive complaints, claims or reasonable indications of illegal activity. We will restore the Services once the cause is resolved. Fees continue to accrue during a suspension caused by you.

We may terminate these Terms on 30 days' notice for any reason, or immediately if you materially breach these Terms and fail to cure within 10 days of our notice (or immediately if the breach cannot be cured or concerns sections 7 or 8). Upon termination, your right to use the Services ends, all outstanding amounts become due and section 11 applies to data export. Sections that by their nature should survive will survive, including those on payment, intellectual property, confidentiality, warranty disclaimers, limitation of liability, indemnification and dispute resolution.

Each party warrants that it has full power and authority to accept these Terms. We warrant that we will provide the Services with reasonable professional care. Your sole remedy for breach of this warranty is for us to correct the deficiency or, if that is not possible, for you to terminate the affected Service and receive a refund of prepaid fees for the unused period.

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 17, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, THE PRONVI MATERIALS, THE AI FEATURES AND THIRD-PARTY SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". WE DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, THAT MESSAGES WILL BE DELIVERED, OR THAT YOU WILL ACHIEVE ANY NUMBER OF LEADS, APPOINTMENTS, SALES OR ANY OTHER RESULT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, CUSTOMERS, DATA OR GOODWILL, EVEN IF ADVISED OF THEIR POSSIBILITY; AND (B) OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE AMOUNTS YOU PAID US FOR THE SERVICES IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

The above limitations do not apply to your payment obligations, your indemnification obligations or your breach of sections 7, 8 or 12, and do not limit liability that cannot be limited under applicable law. These limitations are an essential basis of the bargain between the parties and apply even if any remedy fails of its essential purpose.

You will defend, indemnify and hold harmless Sapiura Systems LLC, its affiliates, members, officers, employees, contractors and licensors from any claim, lawsuit, class action, investigation, fine, penalty, damage, loss, settlement, cost and expense (including reasonable attorneys' and experts' fees) arising out of or related to: (a) Customer Data; (b) communications, calls, messages, emails and campaigns sent or initiated through your account, including claims under the TCPA, the Florida Telephone Solicitation Act, the CAN-SPAM Act or other communications and privacy laws; (c) any lack of consent, notice or legal basis toward your End Contacts; (d) your use of the Services, AI Features or Third-Party Services; or (e) your breach of these Terms or the law. We will notify you of the claim promptly, allow you to control the defense (provided you may not settle in a way that imposes obligations on us or admits fault without our consent) and cooperate reasonably at your expense.

Program: messages from Pronvi about demo requests, accounts, support, reminders and, with your express consent, news and offers. Message frequency varies. Message and data rates may apply. Reply STOP to unsubscribe and HELP for help, or email hola@pronvi.com. Carriers are not liable for delayed or undelivered messages. Consent is not a condition of purchase. See our Privacy Policy for how we handle your data.

Unless you tell us otherwise in writing, we may identify you by name and logo as a customer in our marketing materials. You may withdraw this permission at any time by writing to us.

These Terms and any related dispute are governed by the laws of the State of Wyoming and applicable US federal law, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal negotiation: before starting any proceeding, the claiming party will give the other written notice of the dispute, and both will try to resolve it in good faith for 30 days.

Binding arbitration: if not resolved, any dispute, claim or controversy arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Sheridan County, Wyoming, and conducted in English unless otherwise agreed. Hearings may be held by videoconference if the arbitrator allows. The award will be final and may be entered in any court of competent jurisdiction.

Exceptions: either party may (a) bring an individual claim in small claims court if it qualifies; (b) seek urgent injunctive relief to protect its intellectual property or Confidential Information; and (c) we may sue in court to collect unpaid amounts.

CLASS ACTION AND JURY WAIVER: DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY ACT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT, BOTH PARTIES WAIVE THEIR RIGHT TO A JURY TRIAL.

Venue: for matters not subject to arbitration, the parties submit to the exclusive jurisdiction of the state and federal courts located in Sheridan County, Wyoming. Any claim must be brought within one year after it arises, unless the law imposes a different period that cannot be modified.

We may modify these Terms. We will post the updated version with its date and, for material changes, notify you by email or through the Services at least 15 days in advance. If you do not agree, you may cancel before they take effect; continued use of the Services afterwards constitutes acceptance.

• Entire agreement: these Terms, together with the Orders, the Privacy Policy and any applicable DPA, are the entire agreement between the parties and supersede any prior agreement. In case of conflict, the Order prevails, then these Terms.
• Severability: if any provision is held invalid, it will be modified to the minimum extent necessary and the rest will remain in effect.
• Waiver: failure to enforce a provision is not a waiver of it.
• Assignment: you may not assign these Terms without our prior written consent. We may assign them to an affiliate or in connection with a merger, acquisition or sale of assets.
• Force majeure: neither party is liable for failures (other than payment) caused by events beyond its reasonable control, such as natural disasters, war, cyberattacks, failures of infrastructure or telecommunications providers, or government action.
• Independent parties: the parties are independent contractors; nothing in these Terms creates a partnership, joint venture, agency or employment relationship. There are no third-party beneficiaries.
• Notices: we will send notices to your account email or through the Services. You must send notices to hola@pronvi.com and, for legal notices, also by mail to 7345 W Sand Lake Rd, Ste 210, Office 3330, Orlando, FL 32819, USA.
• Electronic communications: you agree to receive communications and enter into agreements electronically, which have the same effect as signed writings.
• Export and sanctions: you represent that you are not located in a US-embargoed country or listed on any sanctioned party list, and that you will not use the Services in violation of export control and sanctions laws.
• Language: these Terms are provided in Spanish and English. In case of discrepancy, the English version prevails.

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