Terms of service

Who these terms are between

These terms are an agreement between SVRGN Inc., a Delaware corporation (“Sovereign”, “we”), and the business that uses our software (“you”). Sovereign sells to businesses. It is not a consumer product, and nothing here is offered to individuals acting outside a trade or business.

You agree to these terms by signing an order form that references them, or by using Sovereign. If you are agreeing on behalf of a company, you are confirming that you are authorised to bind it.

Where a signed agreement between us says something different from this page, the signed agreement governs.

What Sovereign is

Sovereign is an operating system for your business: software deployed for you, which reads from the tools you connect and proposes work — drafts, filings, replies, campaigns, reconciliations — for you to approve.

It is not an accountant, a lawyer, a financial adviser, a tax adviser, or a broker, and it does not replace one. Output from the system is a proposal for a person to judge, not professional advice.

Approval, and who is responsible for what

This is the most important term on this page, so it is stated plainly.

The system proposes; you approve. Routine reads run on their own. Anything reversible waits for your approval. Anything that moves money, sends something on your behalf, or cannot be undone waits in your queue until you release it. The system cannot exceed what you have approved.

An action you approve is your action. You are responsible for what you release, in the same way you are responsible for what an employee does at your instruction, and you should read a proposal before approving it rather than approving in bulk on trust.

What we are responsible for is that the mechanism behaves as described: that the gate holds, that approvals are recorded, and that the record of what was done on your behalf is complete and tamper-evident. If the system executes something consequential that you did not approve, that is our failure and we will say so.

You are responsible for keeping your own access credentials secure and for who inside your business you give approval authority to.

What you connect, and what we do with it

You connect your own accounts — advertising, social, commerce, email, accounting and so on — by granting access through each provider’s own authorisation flow. We never ask for your passwords and never log in as you. You can withdraw any grant at any time, from the provider, without involving us.

We do not tell you that we are incapable of reaching your data. Any vendor who says that is describing a wish rather than an architecture. What we say instead is what we do and what stops us: we access your business data only to operate your system on your instructions; we do not sell it; we do not pool it with any other customer’s; and we do not fine-tune specialists on your data for anyone but you. Those commitments are backed by controls described at svrgninc.com, which you are free to inspect.

The Privacy Policy explains what we collect, which providers process it, and how to have it deleted. It forms part of these terms.

Who owns what

Your data stays yours. That includes what you connect, what the system produces from it for you, and the record of actions taken on your behalf. We claim no ownership of it and acquire no licence to it beyond what is needed to run your system for you.

Sovereign — the software, the models we have configured, the documentation and the brand — stays ours. While these terms are in force you have a non-exclusive, non-transferable right to use it to run your business. You may not resell it, sublicense it, or operate it as a service for a third party without our written agreement.

If you tell us how the product should be better, we may act on that without owing you anything for it. Your feedback does not put your data into anyone else’s system.

Confidentiality

Each of us will protect what the other shares in confidence, use it only for the purpose it was shared for, and disclose it only to people who need it and are bound to keep it confidential. This does not cover information that is already public, was already known, or is independently developed, and it does not prevent a disclosure required by law — in which case, where we are lawfully able, we will tell you first.

Fees

Sovereign is priced at a $5,000 one-time diagnostic pilot, then $4,000 per month, flat. Flat means flat: the monthly fee does not change with how many people you add.

The pilot fee is charged once, at the start. The monthly fee is charged monthly in advance and begins after the pilot. Fees are exclusive of tax. Invoices are due on receipt unless your order form says otherwise.

We will give you at least 60 days’ written notice before changing your fee, and a change never applies to a period you have already paid for.

You are responsible for what your own connected providers charge you — advertising spend, platform subscriptions, carrier fees. We do not mark those up and we do not receive them.

Term, ending it, and what you leave with

The monthly subscription runs month to month. Either of us may end it with 30 days’ written notice, effective at the end of the paid month. We may suspend or end the agreement immediately if fees go unpaid after notice, or if the service is being used in a way this page prohibits.

When the agreement ends, your access ends. Before it does, you may export your data, and we will help you do it. Your deployed system runs on infrastructure you own and consists of code you can read, so ending the agreement does not strand your operation inside something you cannot get out of. That is the point of the architecture rather than a concession.

On request after termination we delete the business data we hold and confirm it in writing. Two things survive, because deleting them would destroy the only proof that we did what we said: the record of agreements, and the audit record of actions taken on your behalf.

Acceptable use

You agree not to use Sovereign to:

• ·break the law, or help anyone else break it;
• ·send messages the recipient has not consented to receive, where consent is required;
• ·connect an account you are not authorised to connect, or grant access you do not have the right to grant;
• ·breach the terms of a provider you have connected — those remain between you and them;
• ·attack, overload, or attempt to circumvent the approval gate or the audit record;
• ·resell or white-label the service, or operate it for a business that is not yours, without our written agreement.

Availability, and what we do not certify

We aim to keep your system available and we will tell you promptly when something material breaks. This page carries no uptime figure, because no service-level agreement has been signed and a number printed here would be that agreement. Service-level commitments are agreed per engagement.

Sovereign is not SOC 2 audited and no auditor is currently engaged. We will not claim a certification we do not hold. If you need our security posture in writing for a procurement review, write to hello@svrgninc.com and we will send you what we actually have.

Parts of the system depend on third parties — hosting, AI models, and the providers you connect. When one of them fails or changes what it permits, your system can be affected in ways we do not control.

Warranties, and their limits

We warrant that we will provide the service with reasonable skill and care, and that the approval gate and the audit record work as described on this page.

Beyond that, and to the extent the law allows, the service is provided as is. We do not warrant that output will be free of error, that AI-generated work will be correct or suitable for a given purpose, or that the service will be uninterrupted. Judgment stays with you, which is why nothing consequential runs without your approval.

Liability

Neither of us is liable to the other for indirect or consequential loss, or for lost profits, revenue, goodwill or anticipated savings.

Each party’s total liability under this agreement is limited to the fees you paid in the 12 months before the event giving rise to the claim.

Nothing in these terms limits liability for fraud, for wilful misconduct, or for anything that cannot lawfully be limited.

Indemnity

You will cover us against third-party claims arising from data you connected without the right to connect it, or from your use of the service in a way this page prohibits. We will cover you against third-party claims that the Sovereign software itself infringes their intellectual property. In either case the party seeking cover must give prompt notice and reasonable cooperation.

Changes to these terms

When we change these terms we update the version and the date at the top of this page. If a change materially affects your rights or obligations, we will tell you directly rather than relying on you to notice, at least 30 days before it takes effect for you. Continuing to use Sovereign after that is acceptance; if you would rather not, you may end the agreement under the notice terms above.

Governing law

These terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, and the state and federal courts sitting in Delaware have exclusive jurisdiction over any dispute.

Before either of us files anything, we will each raise the problem in writing and give the other 30 days to fix it. Most disputes are a misunderstanding about what was approved, and the audit record usually settles them.

The rest

If a provision is held unenforceable, the rest stands. A right not exercised is not a right waived. You may not assign this agreement without our consent; we may assign it to a successor of our business. There are no third-party beneficiaries. Neither of us is liable for a failure caused by something genuinely outside our control.

Notices to us go to hello@svrgninc.com. Notices to you go to the email address on your account.

Contact

SVRGN Inc., Austin, Texas. Write to hello@svrgninc.com with any question about these terms, including which version applies to you.