Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between you ("Customer", "you", "your") and Plenum Inc., a Delaware corporation ("Plenum", "Company", "we", "us", "our") governing your access to and use of the Plenum CRM platform and related services (collectively, the "Service").

By accessing or using the Service, creating an account, or clicking "I Agree" or similar acceptance mechanism, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

2. Definitions

For the purposes of this Agreement, the following definitions apply:

• "Authorized Users" means your employees, contractors, and agents who are authorized by you to access and use the Service under your account.
• "Customer Data" means all data, information, and content that you or your Authorized Users submit, upload, or otherwise provide to the Service, including but not limited to customer information, property data, equipment records, appointments, estimates, invoices, and communications.
• "Documentation" means the user guides, technical manuals, API documentation, and other materials we make available describing the features and functionality of the Service.
• "Subscription Term" means the period during which you have paid for and are entitled to access the Service, as specified in your Order Form or subscription agreement.
• "Service Level Agreement" or "SLA" means our service availability commitments as described in Section 9 or any separate SLA agreement.
• "Third-Party Services" means services, applications, and integrations provided by third parties that may be used in conjunction with the Service.

3. Service Description

3.1 Platform Overview

Plenum provides a comprehensive business operating system designed specifically for HVAC and service trade businesses. The Service includes the following core capabilities:

• Customer & Property Management: Complete CRM with property- centric data model, equipment tracking, and service history
• Intelligent Scheduling: AI-powered appointment clustering and route optimization to maximize technician efficiency
• Estimate & Proposal System: Multi-option estimate generation with Good/Better/Best presentation and digital approval workflows
• Invoicing & Payments: Automated invoicing, payment processing, and accounts receivable management
• Rebate Automation: Equipment rebate qualification, AHRI matching, and filing automation
• Field Operations: Mobile technician app, job management, and real-time dispatching
• Customer Portal: Self-service portal for customers to view appointments, approve estimates, and make payments
• Online Booking: 24/7 public booking form and self-scheduling capabilities
• Reporting & Analytics: Business intelligence dashboards and performance metrics

3.2 Service Modifications

We continuously improve and update the Service. We reserve the right to modify, update, or discontinue features of the Service at any time. For material changes that significantly impact your use of the Service, we will provide at least 30 days' advance notice via email or in-app notification.

3.3 Third-Party Integrations

The Service may integrate with or provide access to Third-Party Services, including but not limited to payment processors (Stripe), communication services (Twilio, SendGrid), mapping services (Google Maps), and property data providers. Your use of Third-Party Services is subject to their respective terms of service and privacy policies. We are not responsible for the availability, accuracy, or performance of Third-Party Services.

4. Account & Access

4.1 Account Registration

To use the Service, you must create an account by providing:

• Accurate and complete registration information
• Valid business contact information
• A secure password meeting our security requirements
• Acceptance of these Terms and our Privacy Policy

4.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials and access tokens
• All activities that occur under your account
• Immediately notifying us of any unauthorized access or security breach at [email protected]
• Ensuring all Authorized Users comply with these Terms
• Implementing appropriate access controls and revoking access for users who no longer require it

4.3 User Roles and Permissions

The Service provides role-based access control allowing you to assign different permission levels to Authorized Users. You are responsible for properly configuring user roles and ensuring users have only the access necessary for their job functions. Available roles include but are not limited to: Owner, Admin, Manager, Staff, and Technician.

4.4 Multi-Tenant Isolation

The Service is designed as a multi-tenant platform with strict data isolation. Your Customer Data is logically separated from other customers' data using database-level security controls (Row-Level Security). Your data is never accessible to or visible by other customers.

5. Subscription & Billing

5.1 Pricing

Our pricing consists of a monthly base subscription fee plus usage-based charges for certain features. Current pricing is available on our website at plenum.pro/pricing or as specified in your Order Form. Prices are subject to change with 30 days' advance notice.

5.2 Billing Cycle

• Base Subscription: Billed monthly in advance on the same date each month
• Usage Charges: Calculated and billed monthly in arrears based on actual usage
• Payment Terms: Invoices are due upon receipt. Payment is processed automatically via your designated payment method.

5.3 Payment Methods

We accept payment via credit card, debit card, and ACH bank transfer. All payments are processed securely through our payment processor (Stripe). You authorize us to charge your designated payment method for all fees owed.

5.4 Taxes

All fees are exclusive of taxes. You are responsible for all applicable sales, use, value-added, and other taxes, excluding taxes based on our net income.

5.5 Late Payments

If payment is not received within 30 days of the invoice date, we may: (a) charge interest at 1.5% per month or the maximum rate permitted by law, whichever is less; (b) suspend your access to the Service until payment is received; and (c) recover costs of collection, including reasonable attorneys' fees.

5.6 Refund Policy

Fees are non-refundable except: (a) as required by applicable law; (b) if we materially breach these Terms and fail to cure such breach within 30 days of written notice; or (c) as explicitly stated in a separate written agreement.

5.7 Free Trial

If we offer a free trial, you may use the Service during the trial period at no charge. At the end of the trial, you will be automatically enrolled in a paid subscription unless you cancel before the trial ends. We will provide notice before charging your payment method.

6. Data Ownership

6.1 Customer Data Ownership

You retain all ownership rights, title, and interest in and to your Customer Data. This includes all customer information, property data, equipment records, service history, financial records, communications, and any other data you provide or generate through the Service.

6.2 License to Plenum

You grant Plenum a limited, non-exclusive, worldwide license to use, process, store, and transmit your Customer Data solely for the purpose of: (a) providing the Service to you; (b) improving and developing the Service; and (c) generating aggregated, anonymized analytics (which cannot be used to identify you or your customers).

6.3 Data Export

You may export your Customer Data at any time through our built-in export tools or by contacting support. We provide exports in standard, machine-readable formats (CSV, JSON) to ensure portability.

6.4 Data Deletion

Upon termination of your account, we will delete your Customer Data within 30 days, except where retention is required by law or for legitimate business purposes (such as maintaining audit logs). You may request earlier deletion by contacting us.

6.5 Your Responsibilities

You are responsible for: (a) the accuracy and legality of your Customer Data; (b) obtaining all necessary consents from individuals whose data you provide; (c) ensuring your use of the Service complies with applicable privacy laws; and (d) maintaining your own backups of critical data.

7. Acceptable Use

7.1 Permitted Uses

You may use the Service only for lawful business purposes in accordance with these Terms. The Service is intended for use by HVAC, plumbing, electrical, and similar service trade businesses.

7.2 Prohibited Conduct

You agree not to:

• Use the Service for any illegal purpose or in violation of any applicable laws or regulations
• Upload, transmit, or store any content that is unlawful, harmful, threatening, abusive, defamatory, or otherwise objectionable
• Infringe upon the intellectual property rights of any third party
• Transmit viruses, malware, or other malicious code that could harm the Service or other users
• Attempt to gain unauthorized access to the Service, other accounts, or related systems
• Interfere with or disrupt the Service, servers, or networks connected to the Service
• Use automated means to access the Service without our express permission
• Reverse engineer, decompile, or disassemble any aspect of the Service
• Resell, sublicense, or distribute access to the Service without authorization
• Use the Service to store or process regulated data (HIPAA, PCI-DSS) without appropriate safeguards
• Exceed the usage limits of your subscription plan or circumvent usage controls

7.3 API Usage

If you access the Service via API, you agree to: (a) comply with our API documentation and rate limits; (b) not abuse or overload the API; (c) properly secure your API keys; and (d) not use the API to create competing services.

7.4 Enforcement

We reserve the right to investigate violations of these Terms and may: (a) remove content that violates these Terms; (b) suspend or terminate accounts; (c) report illegal activity to law enforcement; and (d) cooperate with law enforcement investigations.

8. Security Obligations

8.1 Our Security Commitments

We implement industry-standard security measures including:

• Encryption: All data is encrypted in transit (TLS 1.3) and at rest (AES-256)
• Access Controls: Role-based access control, multi-factor authentication support, and audit logging
• Infrastructure: Enterprise-grade cloud infrastructure (Supabase/AWS) with redundancy and failover
• Monitoring: 24/7 security monitoring, intrusion detection, and incident response procedures
• Compliance: Regular security audits, vulnerability assessments, and penetration testing
• Data Isolation: Database-level Row-Level Security ensuring complete tenant isolation

8.2 Your Security Responsibilities

You agree to:

• Use strong, unique passwords and enable multi-factor authentication
• Keep all account credentials confidential
• Promptly revoke access for terminated employees
• Report any security incidents or vulnerabilities to us immediately
• Implement appropriate security measures on your end (secure networks, updated software)

8.3 Security Incident Response

In the event of a security incident affecting your data, we will: (a) promptly notify you as required by applicable law; (b) investigate the incident and take corrective action; (c) provide you with relevant information about the incident; and (d) cooperate with your incident response efforts.

9. Service Availability

9.1 Uptime Commitment

We target 99.9% uptime for the Service, measured monthly, excluding scheduled maintenance windows. This means no more than approximately 43 minutes of unscheduled downtime per month.

9.2 Scheduled Maintenance

We may perform scheduled maintenance during low-usage periods (typically weekends, 2 AM - 6 AM Mountain Time). We will provide at least 24 hours' notice for scheduled maintenance via email and/or in-app notification. Emergency maintenance may be performed without advance notice when necessary to protect the Service or your data.

9.3 Exclusions

Our uptime commitment does not apply to unavailability caused by:

• Scheduled maintenance
• Force majeure events beyond our reasonable control
• Your equipment, software, or network issues
• Third-Party Services or integrations
• Your violation of these Terms or misuse of the Service
• Features designated as "beta" or "preview"

9.4 Status Page

Current system status, scheduled maintenance, and incident history are available at status.plenum.pro. You may subscribe to receive automated notifications about service status.

10. Support & Maintenance

10.1 Technical Support

We provide technical support during business hours (Monday - Friday, 8 AM - 6 PM Mountain Time) via:

• Email: [email protected]
• In-App Chat: Available within the application
• Help Center: Self-service documentation and guides

10.2 Response Times

We target the following initial response times based on issue severity:

• Critical (Service Down): 1 hour
• High (Major Feature Impacted): 4 hours
• Medium (Feature Degraded): 1 business day
• Low (Questions/Enhancements): 2 business days

10.3 Updates and Upgrades

The Service is provided as a continuously updated SaaS platform. Updates, upgrades, and new features are included in your subscription at no additional cost. We may deprecate features with at least 90 days' notice.

11. Intellectual Property

11.1 Plenum's Intellectual Property

The Service, including all software, algorithms, user interfaces, graphics, trademarks, logos, and documentation, is owned by Plenum Inc. and is protected by United States and international intellectual property laws.

We grant you a limited, non-exclusive, non-transferable license to access and use the Service during your Subscription Term solely for your internal business purposes. This license does not include the right to: (a) modify, copy, or create derivative works; (b) reverse engineer or decompile the Service; (c) sell, sublicense, or distribute the Service; or (d) remove any proprietary notices.

11.2 Feedback

If you provide suggestions, ideas, or feedback about the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use such Feedback for any purpose without obligation to you. This does not apply to your Customer Data.

11.3 Trademarks

"Plenum", the Plenum logo, and other Plenum marks are trademarks of Plenum Inc. You may not use our trademarks without our prior written consent, except to identify that you use our Service.

12. Confidentiality

12.1 Confidential Information

"Confidential Information" means non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential. Your Customer Data is your Confidential Information. Our pricing, security practices, and product roadmap are our Confidential Information.

12.2 Obligations

Each party agrees to:

• Protect the other party's Confidential Information using the same degree of care it uses for its own confidential information
• Use Confidential Information only for purposes of this Agreement
• Not disclose Confidential Information to third parties except as necessary to perform under this Agreement
• Promptly notify the other party of any unauthorized disclosure

12.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was known to the receiving party before disclosure; (c) is independently developed without use of Confidential Information; or (d) is disclosed pursuant to legal requirement.

13. Warranties

13.1 Our Warranties

We warrant that:

• The Service will perform materially in accordance with our Documentation
• We will provide the Service in a professional and workmanlike manner
• We have the right and authority to provide the Service to you
• We maintain commercially reasonable security practices

13.2 Your Warranties

You warrant that:

• You have the authority to enter into this Agreement
• Your use of the Service will comply with all applicable laws
• You own or have the necessary rights to your Customer Data
• Your Customer Data does not infringe any third-party rights

13.3 Disclaimer

14. Limitation of Liability

14.1 Exclusion of Consequential Damages

14.2 Liability Cap

Our total aggregate liability for all claims arising out of or related to this Agreement shall not exceed the greater of: (a) the total fees you paid to us in the twelve (12) months preceding the claim; or (b) one thousand dollars ($1,000).

14.3 Exceptions

These limitations do not apply to: (a) your payment obligations; (b) either party's indemnification obligations; (c) either party's breach of confidentiality obligations; (d) claims arising from your violation of our intellectual property rights; or (e) claims arising from gross negligence or willful misconduct.

15. Indemnification

15.1 Your Indemnification

You agree to indemnify, defend, and hold harmless Plenum and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Your violation of these Terms
• Your Customer Data or your use of the Service
• Your violation of any third-party rights
• Your violation of any applicable laws or regulations

15.2 Our Indemnification

We will indemnify and defend you against claims that the Service infringes a third party's intellectual property rights, provided that you: (a) promptly notify us of the claim; (b) give us sole control of the defense; and (c) cooperate with our defense.

15.3 Remedies

If an infringement claim occurs, we may: (a) obtain the right for you to continue using the Service; (b) modify the Service to be non-infringing; or (c) terminate your subscription and refund prepaid fees for the unused period.

16. Termination

16.1 Termination by You

You may terminate your subscription at any time through your account settings or by contacting us. Termination will be effective at the end of your current billing period. You will not receive a refund for any unused portion of your subscription.

16.2 Termination by Us

We may terminate or suspend your access to the Service:

• For Cause: Immediately upon written notice if you materially breach these Terms and fail to cure such breach within 30 days of notice
• For Non-Payment: If payment is more than 60 days overdue
• For Illegal Activity: Immediately if you engage in illegal or fraudulent activity
• For Convenience: With 90 days' advance notice, in which case we will refund any prepaid fees for the unused period

16.3 Effect of Termination

Upon termination:

• Your access to the Service will cease immediately
• You must pay any outstanding fees
• We will provide you an opportunity to export your Customer Data for 30 days
• After 30 days, we will delete your Customer Data in accordance with our retention policies
• Provisions that by their nature should survive termination will remain in effect

17. Dispute Resolution

17.1 Informal Resolution

Before initiating formal dispute resolution, you agree to first contact us at [email protected] and attempt to resolve the dispute informally. We will work in good faith to resolve the matter within 30 days.

17.2 Arbitration

If informal resolution is unsuccessful, any dispute arising out of or relating to this Agreement shall be finally settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall take place in Denver, Colorado, before a single arbitrator.

17.3 Class Action Waiver

You agree that any arbitration or proceeding shall be limited to the dispute between you and Plenum individually. You waive any right to participate in a class action lawsuit or class-wide arbitration.

17.4 Exceptions

Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

18. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, United States, without regard to its conflict of law provisions.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

19. Changes to Terms

We may update these Terms from time to time. We will notify you of material changes at least 30 days before they take effect by:

• Posting the updated Terms on our website
• Sending an email to your registered email address
• Displaying a notice within the Service

Your continued use of the Service after the effective date of updated Terms constitutes acceptance of those Terms. If you do not agree to the updated Terms, you must stop using the Service before the changes take effect.

We will maintain an archive of previous versions of these Terms upon request.

20. Contact Us

If you have questions about these Terms or need to contact us for any reason:

General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy and any Order Forms, constitute the entire agreement between you and Plenum regarding the Service.
• Severability: If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.
• Waiver: Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision.
• Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Force Majeure: Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control.
• Notices: Notices to you will be sent to your registered email address. Notices to us should be sent to [email protected].
• Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or agency relationship.