Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "Customer") and Legna Studios Inc. ("TowBridge," "we," "us," or "our"), a corporation incorporated under the laws of Ontario, Canada, with its principal office in Burlington, Ontario.

These Terms govern your access to and use of the TowBridge platform, including our web application, mobile applications (iOS and Android), APIs, and all related services (collectively, the "Services"). By creating an account or using the Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

1. Description of Service

TowBridge provides a cloud-based software-as-a-service (SaaS) platform designed for towing and recovery companies. The Services include, but are not limited to:

• Job dispatch and management with real-time status tracking
• Real-time GPS fleet tracking via driver mobile devices
• Digital vehicle inspections with photo capture and compliance tracking
• Invoicing, billing, and payment tracking
• Impound yard management and vehicle storage tracking
• Driver mobile application for iOS and Android
• In-app messaging between dispatch and drivers
• Reporting, analytics, and business intelligence dashboards
• Multi-branch and multi-tenant operations management
• VIN decoding and vehicle information lookup
• SMS and email notifications

We reserve the right to modify, enhance, suspend, or discontinue any feature of the Services at any time, with reasonable notice to active subscribers. We will provide at least 30 days' notice before discontinuing any core feature.

2. Account Registration and Security

2.1 Registration Requirements

• You must be at least 18 years of age and legally capable of entering into binding contracts to create an account.
• You must provide accurate, current, and complete information during registration and keep your account information updated at all times.
• You must provide a valid business email address. Personal email addresses (Gmail, Yahoo, Hotmail, etc.) may be accepted for trial accounts but a business email is required for paid subscriptions.

2.2 Account Security

• You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.
• You must not share login credentials between users. Each user must have their own individual account with appropriate role-based permissions.
• You must immediately notify us at security@towbridge.com if you become aware of any unauthorized use of your account or any other security breach.
• We reserve the right to suspend accounts that show signs of unauthorized access or suspicious activity pending investigation.

2.3 Role-Based Access

TowBridge provides six user roles with graduated permissions: Tenant Owner, Admin, Manager, Dispatcher, Driver, and Billing. The Tenant Owner is the primary account holder and is responsible for managing user access, assigning roles, and ensuring all users comply with these Terms. The Tenant Owner bears responsibility for the actions of all users within their organization's account.

3. Subscription, Fees, and Payment

3.1 Free Trial

We may offer a free trial period for new customers. During the trial, you will have access to the full functionality of the Services. No credit card is required to start a trial. At the end of the trial period, your account will be placed in a read-only state unless you subscribe to a paid plan. Your data will be retained for 30 days after trial expiration, after which it may be deleted.

3.2 Subscription Plans and Billing

• Paid plans are billed monthly or annually in advance, as selected during signup. Current pricing is published on our Pricing page at towbridge.com/pricing.
• All prices are quoted in Canadian Dollars (CAD) unless explicitly stated otherwise.
• Subscription fees are per branch per billing period, with the number of included users varying by plan tier.
• Additional users beyond the plan limit may be added at a per-user fee as published on our Pricing page.

3.3 Taxes

All fees are exclusive of applicable taxes. You are responsible for paying all applicable federal Goods and Services Tax (GST), Harmonized Sales Tax (HST), provincial sales taxes (PST/QST), and any other applicable taxes or duties. TowBridge will calculate and add applicable taxes to your invoice based on your billing address and the applicable tax jurisdiction.

3.4 Payment Terms

• Payment is due upon invoice. We accept major credit cards (Visa, Mastercard, American Express) and pre-authorized bank debits (PADs) in compliance with Payments Canada rules.
• For annual plans paid by invoice, payment is due within 30 days of the invoice date.
• If payment fails, we will attempt to charge your payment method up to 3 times over a 10-day period before suspending your account.
• Accounts with payments overdue by more than 30 days may be suspended. We will provide at least 15 days' written notice before suspension for non-payment.
• Late payments may be subject to interest charges of 1.5% per month (18% per annum) on the outstanding balance, or the maximum rate permitted by the Interest Act (Canada), whichever is lower.

3.5 Price Changes

We may change our subscription fees upon 30 days' written notice sent to your registered email address. Price changes will take effect at the start of your next billing cycle following the notice period. If you do not agree with the price change, you may cancel your subscription before the new pricing takes effect.

3.6 Refund Policy

• Monthly subscriptions: Fees are non-refundable. You may cancel at any time and retain access until the end of your current billing period.
• Annual subscriptions: You may request a full refund within the first 30 days of your initial subscription if you are not satisfied with the Services. After 30 days, annual subscriptions are non-refundable but you retain access for the remainder of the annual term.
• Refund requests should be submitted to billing@towbridge.com.

4. Customer Data and Ownership

• Your Data: You retain all right, title, and interest in and to your Customer Data. "Customer Data" means all data, including personal information, that you or your authorized users enter, upload, or generate through the Services, including but not limited to job records, customer information, inspection reports, invoices, vehicle records, driver profiles, and communications.
• License to Us: You grant TowBridge a limited, non-exclusive, worldwide license to use, process, store, and transmit your Customer Data solely as necessary to provide, maintain, and improve the Services in accordance with these Terms and our Privacy Policy.
• Data Export: You may export your Customer Data at any time through the platform's built-in reporting and export features. Additionally, you may request a comprehensive data export by contacting support@towbridge.com. We will provide your data in commonly used, machine-readable formats (CSV, JSON, or PDF) within 10 business days of a verified request.
• Data Deletion: Upon termination of your account, we will retain your Customer Data for 90 days to allow for data export and to address any post-termination inquiries. After 90 days, we will permanently delete your Customer Data from our production systems, unless retention is required by applicable law or regulation. Encrypted backup data may persist for an additional 30 days.
• Aggregated Data: We may use anonymized, de-identified, and aggregated data derived from your use of the Services for statistical analysis, industry benchmarking, product development, and improvement of our Services. Such aggregated data will not identify you, your organization, or any individual user.
• Your Responsibility: You are solely responsible for the accuracy, quality, legality, and appropriateness of your Customer Data. You represent and warrant that you have all necessary rights, consents, and permissions to provide Customer Data to TowBridge and to authorize our use of it as described in these Terms.

5. Acceptable Use Policy

You agree not to use the Services to:

• Engage in any unlawful activity or violate any applicable federal, provincial, municipal, or foreign law or regulation
• Attempt to gain unauthorized access to the Services, other users' accounts, or any computer systems or networks connected to the Services
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services or any underlying technology
• Interfere with, disrupt, or place an unreasonable burden on the Services, our infrastructure, or any networks connected to the Services
• Introduce or transmit malicious code, viruses, worms, trojan horses, or other harmful software
• Resell, sublicense, redistribute, or provide access to the Services to any third party without our prior written consent
• Use automated tools, bots, crawlers, or scrapers to access the Services except through our published and documented APIs
• Collect, store, or process personal information about individuals without their knowledge and appropriate consent as required by PIPEDA and applicable privacy legislation
• Misrepresent your identity or your affiliation with any person or entity
• Send unsolicited communications (spam) through the Services in violation of Canada's Anti-Spam Legislation (CASL)
• Use the Services in a manner that could damage, disable, overburden, or impair any TowBridge server or interfere with any other party's use of the Services

Violation of this Acceptable Use Policy may result in immediate suspension or termination of your account without notice or refund.

6. Intellectual Property

The Services, including all software, source code, object code, algorithms, designs, text, graphics, logos, icons, images, audio clips, video clips, data compilations, and documentation, are the exclusive property of Legna Studios Inc. and are protected by Canadian and international copyright, trademark, patent, trade secret, and other intellectual property laws.

"TowBridge," the TowBridge logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Legna Studios Inc. You may not use these marks without our prior written permission.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during the term of your subscription. This license does not include any right to copy, modify, distribute, sell, or lease any part of the Services, nor to reverse engineer or attempt to extract the source code of the Services.

7. Service Availability and Support

7.1 Availability Target

We target 99.9% uptime for the core platform (dispatch, job management, and invoicing) measured on a monthly basis, excluding scheduled maintenance windows. This is a target, not a guarantee, unless you have entered into a separate Service Level Agreement (SLA).

7.2 Scheduled Maintenance

We perform scheduled maintenance during low-traffic hours (typically between 2:00 AM and 6:00 AM Eastern Time on weekdays). We will provide at least 24 hours' advance notice of scheduled maintenance via email and in-app notification. Emergency maintenance to address security vulnerabilities or critical issues may be performed without advance notice.

7.3 Support

• Standard Support: Email support during business hours (Monday to Friday, 9:00 AM to 6:00 PM Eastern Time, excluding Canadian statutory holidays). Target response time: 24 business hours.
• Priority Support: Available on Professional plans. Email and chat support with a target response time of 4 business hours for critical issues.
• Enterprise Support: Available on Enterprise plans. Includes a dedicated account manager, phone support, and custom SLA with defined response and resolution times.

8. Third-Party Services and Integrations

The Services may integrate with or contain links to third-party services, including but not limited to Google Maps, Apple Maps, Waze, payment processors, and communication services. Your use of these third-party services is subject to their respective terms of service and privacy policies. TowBridge is not responsible for the availability, accuracy, or content of third-party services, and does not endorse or assume liability for any third-party products or services.

9. Warranty Disclaimer

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TOWBRIDGE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TOWBRIDGE DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED THROUGH THE SERVICES, INCLUDING VIN DECODING RESULTS, GPS COORDINATES, OR MAPPING DATA. YOU ACKNOWLEDGE THAT TOWBRIDGE DOES NOT CONTROL THE TRANSFER OF DATA OVER THE INTERNET AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER ISSUES INHERENT IN THE USE OF INTERNET-BASED SERVICES.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY THE LAWS OF ONTARIO AND CANADA:

• TOWBRIDGE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES, REGARDLESS OF THE CAUSE AND WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.
• TOWBRIDGE'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE LESSER OF (A) THE AMOUNTS ACTUALLY PAID BY YOU TO TOWBRIDGE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND CANADIAN DOLLARS (CAD $1,000).
• THESE LIMITATIONS SHALL APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF TOWBRIDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

11. Indemnification

You agree to indemnify, defend, and hold harmless Legna Studios Inc., its officers, directors, employees, contractors, agents, licensors, and affiliates from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable legal fees and disbursements) arising out of or related to: (a) your access to or use of the Services; (b) your violation of these Terms; (c) your violation of any applicable law, regulation, or third-party right; (d) your Customer Data or any content you submit through the Services; or (e) any dispute between you and a third party related to your use of the Services.

12. Termination

• Termination by You: You may cancel your subscription at any time through the platform's account settings page or by sending a written request to support@towbridge.com. Cancellation takes effect at the end of your current billing period, and you will retain access to the Services until that date.
• Termination by Us for Cause: We may suspend or terminate your access to the Services immediately, without prior notice or liability, if: (i) you materially breach these Terms and fail to cure such breach within 15 days of written notice; (ii) you engage in fraudulent, illegal, or abusive activity; (iii) you fail to pay fees when due after 30 days' written notice; or (iv) we are required to do so by law or court order.
• Termination by Us for Convenience: We may terminate these Terms upon 90 days' written notice to you. In such case, we will provide a pro-rata refund of any prepaid but unused subscription fees.
• Effect of Termination: Upon termination: (i) your right to access the Services ceases immediately (or at the end of the current billing period for cancellations by you); (ii) you may request an export of your Customer Data within 30 days of termination; (iii) after 90 days, we will permanently delete your Customer Data unless retention is required by law; (iv) any outstanding fees become immediately due and payable.
• Survival: Sections 4 (Customer Data and Ownership), 6 (Intellectual Property), 9 (Warranty Disclaimer), 10 (Limitation of Liability), 11 (Indemnification), 13 (Confidentiality), 14 (Governing Law), and 15 (General Provisions) shall survive the termination or expiration of these Terms.

13. Confidentiality

Each party (the "Receiving Party") agrees to hold in strict confidence all non-public information disclosed by the other party (the "Disclosing Party") that is identified as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Confidential Information includes, but is not limited to, business plans, customer lists, technical specifications, pricing information, software architecture, security protocols, and any other proprietary business information.

The Receiving Party shall: (a) use the Confidential Information solely for the purposes contemplated by these Terms; (b) not disclose the Confidential Information to any third party without the Disclosing Party's prior written consent, except to employees, contractors, or advisors who have a legitimate need to know and are bound by confidentiality obligations at least as protective as those in these Terms; and (c) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care.

These confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach of these Terms; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.

14. Governing Law and Dispute Resolution

• Governing Law: These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
• Jurisdiction: Subject to the dispute resolution provisions below, you agree to submit to the exclusive jurisdiction of the courts of competent jurisdiction located in the City of Toronto, Province of Ontario, Canada, for the resolution of any disputes arising out of or related to these Terms or the Services.
• Informal Resolution: Before initiating any formal dispute resolution process, the parties agree to attempt to resolve any dispute informally by sending written notice to the other party describing the dispute and proposed resolution. The parties shall negotiate in good faith for a period of at least 30 days from the date of such notice.
• Mediation: If informal resolution is unsuccessful, the parties agree to submit the dispute to confidential mediation administered under the National Mediation Rules of the ADR Institute of Canada, Inc., with the mediation to take place in Toronto, Ontario. The costs of mediation shall be shared equally between the parties.
• Injunctive Relief: Nothing in this section prevents either party from seeking injunctive or other equitable relief from a court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

15. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay results from circumstances beyond the party's reasonable control, including but not limited to: natural disasters (earthquakes, floods, hurricanes, ice storms); acts of God; acts of government or regulatory authorities; pandemics or epidemics; war, terrorism, civil unrest, or armed conflict; strikes or labor disputes (other than those involving the affected party's own employees); power outages or energy shortages; internet or telecommunications failures; failures of third-party hosting providers or cloud infrastructure; and cyberattacks or distributed denial-of-service attacks. The affected party shall notify the other party as soon as reasonably practicable, describe the force majeure event, and make commercially reasonable efforts to resume performance.

16. General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy (towbridge.com/privacy) and any applicable order forms, subscription agreements, or SLAs, constitute the entire agreement between you and TowBridge regarding the Services and supersede all prior or contemporaneous agreements, proposals, or representations, whether written or oral.
• Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from these Terms. The invalidity of any provision shall not affect the validity or enforceability of the remaining provisions.
• Waiver: The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. A waiver of any default shall not constitute a waiver of any subsequent default.
• Assignment: You may not assign, transfer, or delegate these Terms or any of your rights or obligations hereunder without our prior written consent. We may assign these Terms without restriction in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets, provided the assignee agrees to be bound by these Terms.
• Notices: We may provide notices to you via: (i) email to the address associated with your account; (ii) in-app notification within the Services; or (iii) posting on our website. You are responsible for ensuring your email address is current. Notices to TowBridge must be sent in writing to legal@towbridge.com or by mail to our principal office in Burlington, Ontario.
• Language: These Terms are drafted in English. In the event of any conflict between the English version and any translation, the English version shall prevail. Les parties ont convenu que les présentes conditions soient rédigées en anglais.
• Independent Contractors: The relationship between you and TowBridge is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.
• No Third-Party Beneficiaries: These Terms are for the sole benefit of the parties and their permitted successors and assigns, and do not confer any rights on any third party.
• Amendments: We reserve the right to modify these Terms at any time. We will provide at least 30 days' notice of material changes via email to your registered account address and by posting the updated Terms on our website. The "Last Updated" date at the top of these Terms indicates when the most recent revisions were made. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the modified Terms. If you do not agree with the changes, you must stop using the Services and cancel your subscription before the changes take effect.
• Electronic Acceptance: You acknowledge that by clicking "I Agree," creating an account, or otherwise using the Services, you are entering into a legally binding agreement and that your electronic acceptance has the same legal force and effect as a handwritten signature under the Electronic Commerce Act, 2000 (Ontario) and the Personal Information Protection and Electronic Documents Act (PIPEDA).

17. Contact Information

For questions about these Terms of Service, please contact: