Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you and 10000090921 ONTARIO INC., doing business as "SAYYARA" (the "Company", "we", "us", or "our"). By accessing or using Sayyara (the "Service" or "Platform"), you agree to be bound by these Terms. These Terms apply to all users including Service Providers ("SPs"), Vehicle Owners ("VOs"), and Platform Administrators.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICE.

1. Eligibility and Registration

• You must be at least 18 years old and have legal capacity to enter into contracts.
• Service Providers must be legally authorized to operate automotive businesses in their jurisdiction.
• You must provide accurate, complete, and current information during registration.
• You are solely responsible for maintaining the security of your account credentials.
• You are fully responsible for all activities that occur under your account, whether authorized or not.
• You must immediately notify us of any unauthorized use of your account.

2. Service Providers (SPs) and Vehicle Owners (VOs)

• SPs may use Sayyara for automotive shop management, analytics, and daily operations.
• VOs may search for SPs, request quotes, book appointments, and view vehicle and service history.
• VOs currently use Sayyara free of charge. We may introduce advertising or additional features in the future, which will be communicated in advance.

3. Payments, Fees, and Billing

3.1 Subscription Fees

• Service Provider subscriptions are billed via Stripe in advance on a monthly or annual basis.
• All fees are non-refundable, except as required by law or as explicitly stated herein.
• We may change subscription fees with 30 days' written notice. Changes take effect at your next billing cycle.
• Failure to pay fees may result in suspension or termination of your account.
• You authorize us to charge your payment method for all applicable fees and taxes.

3.2 Taxes

• Canadian customers: We collect applicable GST/HST and, where applicable, provincial taxes (e.g., QST in Québec, PST in BC) in accordance with Canadian law.
• US customers: We may not collect sales tax unless and until we have a tax nexus or are otherwise required to do so. We will notify you if our collection obligations change.
• You remain responsible for any taxes not collected by us, including business taxes and licensing fees.

3.3 Service Payments (Current and Future)

• Currently: Sayyara does not process payments between VOs and SPs. All service payments are handled directly between users outside our platform.
• Future Payment Processing: When enabled, we will use Stripe Connect for payment processing and tax calculation. Service fees, processing fees, and tax obligations will be clearly disclosed.
• We are not responsible for payment disputes between users for services rendered outside our payment system.

3.4 Currency

• Unless stated otherwise, fees for Canadian customers are billed in CAD and fees for US customers are billed in USD. Applicable taxes are calculated based on your billing address.

3.5 Free Trials and Introductory Offers

• We may offer free trials or promotional offers to select customers. The specific terms, duration, and any eligibility conditions will be disclosed at the time of the offer.
• You may cancel a free trial at any time during the trial by emailing support@sayyara.io. If you have provided a payment method and do not cancel before the trial ends, you authorize us to begin billing the applicable subscription fees at the end of the trial.

3.6 Auto-Renewal and Cancellation

• Subscriptions renew automatically for successive periods equal to the initial term unless cancelled. You may cancel at any time by emailing support@sayyara.io. Cancellations become effective at the end of the then-current term. No refunds or proration are provided for partial terms unless required by law.
• We will provide renewal reminder notices for annual subscriptions at least 30 days before renewal and will provide advance notice before any material price change.

3.7 Late Payments; Suspension

• If any charge remains unpaid for 15 days after the due date, we may suspend access to the Services until the account is brought current. We do not charge interest on overdue amounts. You are responsible for any reasonable costs incurred to collect overdue amounts.

4. User Conduct and Prohibited Uses

You agree not to:

• Use the Service for any illegal purpose or in violation of any laws or regulations;
• Upload, post, or transmit any content that is harmful, threatening, defamatory, or infringing;
• Impersonate any person or entity or misrepresent your affiliation;
• Interfere with or disrupt the Service or servers connected to the Service;
• Attempt to gain unauthorized access to any part of the Service;
• Use automated means to access the Service without our express written permission;
• Collect or harvest information about other users without their consent;
• Submit false reviews, ratings, or other misleading information.
• Use publicly exposed endpoints of the Service for commercial purposes unrelated to your subscription, perform high-volume scraping, or attempt to bypass rate limits or access controls.

5. Platform Content and User Responsibilities

• Sayyara is a technology platform that facilitates connections between VOs and SPs. We arenot a party to any service agreements, contracts, or transactions between users.
• Users are solely responsible for their interactions, agreements, and any disputes arising therefrom.
• We reserve the right, but have no obligation, to monitor, moderate, or remove user-generated content.
• By posting content, you grant us a non-exclusive, royalty-free, worldwide license to use, display, and distribute such content in connection with the Service.
• Service Provider admins are responsible for lawful use of employee data and compliance with applicable employment and privacy laws.
• Service Providers must ensure all communications comply with Canada's Anti‑Spam Legislation (CASL) and other applicable anti‑spam laws, including consent, sender identification, and unsubscribe mechanisms.

6. Future Features

• We may introduce digital vehicle inspection reports, enhanced analytics, payment processing, and other features. Additional terms may apply to new features.
• Beta features may be provided "as-is" and may be modified or discontinued without notice.

7. Data Access and Export

Service Providers may request a copy of their business data by contacting us at legal@sayyara.io. We will provide such data within a reasonable timeframe (typically 30 days), subject to identity verification and applicable laws.

8. Dispute Resolution Between Users

Sayyara does not mediate, arbitrate, or resolve disputes between users. Any disagreements regarding services, payments, quality of work, or other matters must be resolved directly between the parties involved. Users may report Terms violations, abuse, or fraudulent activity to us for investigation, but we are not obligated to take action.

9. Intellectual Property

• The Service, including all software, technology, content, trademarks, and trade names, is owned by 10000090921 ONTARIO INC. (d/b/a "SAYYARA") and protected by intellectual property laws.
• You may not copy, modify, distribute, sell, or lease any part of the Service without our written consent.
• You retain ownership of content you submit, but grant us necessary licenses to operate the Service.
• Reporting Infringement: To report alleged intellectual property infringement, email legal@sayyara.io with sufficient details. For copyright claims, include the information described in our Copyright and Intellectual Property Policy (Sections 2.1 for DMCA and 3.1 for Canada).

10. Third-Party Services and Links

• The Service may integrate with third-party services (e.g., Stripe, email providers). Your use of such services is subject to their terms and privacy policies.
• We are not responsible for third-party websites, services, or content linked from our Service.
• Third-party integrations may be modified or discontinued without notice.
• We may require you to accept additional terms for certain beta or optional integrations.
• Availability Dependency: Portions of the Service rely on third-party infrastructure and platforms (e.g., DNS/CDN, hosting/edge, managed database/auth/storage, backend platform, and underlying cloud providers). We do not control the availability of these services and are not responsible for downtime or degradation caused by them. Any uptime statements are targets only and apply only to components under our direct control.
• Third-Party Data Sources: We use external data sources such as government or public APIs for vehicle information (including make/model/variant selection and VIN decoding). We do not guarantee the accuracy, completeness, timeliness, or availability of data provided by such third parties and are not liable for errors or outages originating from them.
• Email Delivery: Transactional emails (including invoices, registration links, and password reset links) may be sent via third-party email providers (e.g., Resend). Delivery times and availability depend on those services, and we are not responsible for delays, outages, or errors attributable to them.

11. Account Suspension and Termination

• We may suspend or terminate your account immediately, with or without notice, for violations of these Terms, illegal activity, or at our sole discretion.
• You may terminate your account at any time by contacting us, subject to outstanding obligations.
• Upon termination, your right to use the Service ceases immediately.
• We may delete your data following termination, subject to legal retention requirements. You are solely responsible for exporting any data prior to termination where feasible.

12. DISCLAIMERS AND WARRANTIES

13. LIMITATION OF LIABILITY

14. Export and Sanctions Compliance

• You represent that you are not located in, under the control of, or a national or resident of any country or territory subject to Canadian, U.S., or other applicable embargoes or sanctions.
• You agree to comply with all applicable export control and economic sanctions laws in connection with your use of the Service.

15. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless 10000090921 ONTARIO INC. and its officers, directors, employees, and agents from and against any claims, damages, obligations, losses, liabilities, costs, or expenses (including attorney fees) arising from: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any third-party rights; or (d) any services provided or received through the platform.

16. Governing Law and Jurisdiction

• These Terms are governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to conflict of law principles.
• Any legal action or proceeding arising under these Terms shall be brought exclusively in the courts of Ontario, Canada, and you hereby consent to personal jurisdiction and venue therein.
• If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full effect.

17. Electronic Communications

• You consent to receive communications from us electronically, including emails, notices, and messages within the Service.
• We may use email addresses associated with your account for legal notices. You are responsible for keeping your contact information current.

18. Changes to Terms

• We may modify these Terms at any time by posting the updated version on our website with an updated "last modified" date.
• For material changes that adversely affect your rights, we will provide 30 days' advance notice via email or prominent platform notice.
• Continued use of the Service after changes take effect constitutes acceptance of the new Terms.
• If you do not agree to modified Terms, you must stop using the Service and may terminate your account.

19. Force Majeure

We shall not be liable for any delay or failure to perform due to events beyond our reasonable control, including acts of God, labor disputes, internet failures, power outages, governmental actions, or other force majeure events.

20. Miscellaneous

• These Terms constitute the entire agreement between you and 10000090921 ONTARIO INC.
• Our failure to enforce any right or provision shall not constitute a waiver.
• If any provision is invalid or unenforceable, the remainder shall remain in effect.
• You may not assign these Terms without our written consent; we may assign without restriction.
• These Terms are binding upon your successors, heirs, and assigns.

21. Customer Data, Usage Data, and Feedback

• Customer Data Ownership: As between the parties, you own all rights, title, and interest in Customer Data. You grant us a non-exclusive, worldwide, royalty-free license to host, process, transmit, and display Customer Data solely to provide, maintain, secure, and improve the Services and as otherwise permitted by these Terms.
• Aggregated/De-identified Data: We may generate and use aggregated and/or de-identified data derived from Customer Data and Service usage for analytics, benchmarking, and to improve the Services, provided such data does not identify you or any individual.
• Feedback: If you provide suggestions or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate them without restriction or obligation.

22. Confidentiality

• Each party will protect the other party’s Confidential Information using at least reasonable care and will use it only to fulfill these Terms. “Confidential Information” means non-public information disclosed by a party, excluding information that is public, already known, independently developed, or rightfully received from a third party without duty of confidentiality.
• If a party is required by law to disclose the other party’s Confidential Information, it will give prompt notice (where lawful) and reasonably cooperate to seek protective treatment.

23. Publicity

• With your prior consent, we may use your name and logo in customer lists and marketing materials, and your logo may appear on documents (such as invoices) generated by the Services. You may withdraw consent at any time by contacting legal@sayyara.io.

24. Order of Precedence

• In the event of conflict, any executed order form (if applicable) controls, then these Terms, then the DPA (for data protection matters), then the SLA (for service credits).

25. Language

The parties have expressly requested that this Agreement and all related documents be drawn up in English. Les parties ont expressément demandé que la présente convention et tous les documents s’y rapportant soient rédigés en anglais.

26. Service Changes

• We may modify or discontinue features from time to time. For changes that materially reduce core functionality, we will provide reasonable advance notice where practicable.

Contact Information

For questions about these Terms of Service, billing, or cancellations, please contact us:

Note: Security features such as multi-factor authentication (MFA) are not currently supported. We use email-and-password authentication. Backups are not enabled on our current database plan. Uptime statements (including any references in the SLA) are targets and not guarantees.