Terms of use

1. The PW Command Services

PW Command is a municipal and public-works operations platform intended to help Customers organize, coordinate, document, prioritize, and review operational activities.

Depending on the Customer's subscription and configuration, the Services may include:

• work-order intake, assignment, tracking, and reporting;
• crew planning and crew-selection assistance;
• employee roles, qualifications, certifications, and availability;
• equipment, vehicle, material, and resource tracking;
• road-patrol scheduling and documentation;
• winter-control planning and route management;
• flood-response and severe-weather coordination;
• water-distribution and infrastructure-maintenance workflows;
• sign, hydrant, road, sewer, drainage, pump, facility, and asset records;
• standard operating procedures and job-hazard-analysis documents;
• maps, photographs, attachments, inspection records, and field notes;
• weather-related alerts and operational suggestions;
• dashboards, notifications, reports, audit histories, and approvals;
• integration with geographic information systems, asset-management systems, work-order systems, weather services, mapping providers, and other third-party services;
• artificial-intelligence-assisted prioritization, scheduling, forecasting, recommendations, and administrative support; and
• additional municipal, utility, contractor, and public-works functionality introduced from time to time.

Features may differ by subscription, organization, jurisdiction, account permissions, integration availability, and product configuration.

The Services are intended to complement the Customer's existing operational systems, professional judgment, policies, procedures, asset-management systems, geographic information systems, work-order platforms, and emergency-management processes. Unless expressly stated in a written agreement, the Services do not replace those systems or processes.

2. Customer Responsibilities and Operational Authority

The Customer remains solely responsible for its operations and for all decisions made using or relating to the Services.

The Customer is responsible for:

1. determining how the Services will be configured and used;
2. appointing qualified account administrators;
3. establishing appropriate account roles and permissions;
4. determining which Authorized Users may view, create, change, approve, export, or delete information;
5. ensuring that Authorized Users are properly trained and supervised;
6. verifying the accuracy and completeness of information entered into the Services;
7. confirming the qualifications, licences, certifications, experience, and availability of workers and contractors;
8. determining whether equipment, vehicles, materials, and infrastructure are safe and suitable;
9. reviewing and approving assignments, recommendations, work orders, routes, priorities, and emergency-response actions;
10. maintaining all records required by applicable law, regulation, policy, collective agreement, insurance requirement, or municipal procedure;
11. maintaining independent emergency, dispatch, communications, recordkeeping, and business-continuity procedures;
12. complying with procurement, employment, labour, occupational-health-and-safety, accessibility, privacy, freedom-of-information, records-management, environmental, transportation, infrastructure, and municipal requirements; and
13. ensuring that its use of the Services is lawful.

No feature, alert, report, recommendation, schedule, route, work order, approval, or communication generated through the Services transfers operational authority or statutory responsibility from the Customer to Panzica Technologies Inc.

3. Not an Emergency Dispatch or Life-Safety System

PW Command may assist with planning or documenting flood response, winter control, road conditions, infrastructure failures, severe weather, water-main breaks, sewer problems, pump operations, and other urgent operational matters.

However, the Services are not:

• a 911 service;
• an emergency dispatch centre;
• a guaranteed emergency-notification system;
• a public-warning system;
• a utility-control or supervisory control and data-acquisition system;
• a replacement for police, fire, ambulance, emergency-management, utility-control, or public-safety communications;
• a substitute for trained personnel, direct inspection, radio communication, telephone communication, or established emergency procedures; or
• certified as a safety-critical, fail-safe, or life-safety system.

The Customer must not rely exclusively on the Services when a delay, outage, error, missed notification, inaccurate recommendation, or communication failure could result in personal injury, loss of life, environmental damage, property damage, infrastructure failure, regulatory non-compliance, or interruption of essential services.

During an emergency or potentially dangerous condition, the Customer and its Authorized Users must use appropriate emergency procedures and contact the applicable emergency services, dispatch personnel, supervisors, utility operators, regulatory authorities, or other responsible officials.

4. Artificial Intelligence and Automated Recommendations

Certain features may use artificial intelligence, machine learning, optimization, rules-based automation, statistical analysis, or third-party data to produce suggestions, forecasts, priorities, schedules, summaries, assignments, classifications, or other outputs ("AI-Assisted Outputs").

AI-Assisted Outputs are provided as decision-support information only.

They are not final operational decisions, engineering opinions, legal opinions, safety certifications, regulatory determinations, weather guarantees, staffing directions, employment decisions, or professional advice.

AI-Assisted Outputs may be incomplete, inaccurate, outdated, unsuitable, or affected by incorrect data, missing information, third-party service failures, assumptions, or technical limitations.

The Customer must ensure that a qualified and authorized person reviews AI-Assisted Outputs before they are acted upon, particularly when they relate to:

• worker or public safety;
• road closures or road conditions;
• winter-control deployment;
• flooding or severe weather;
• water, wastewater, drainage, or pump operations;
• staffing or crew assignments;
• employee qualifications or disciplinary matters;
• equipment suitability;
• regulatory deadlines;
• infrastructure condition;
• inspections;
• environmental risks;
• emergency response; or
• allocation of municipal resources.

The Customer remains responsible for all decisions, approvals, actions, and omissions resulting from its use of AI-Assisted Outputs.

The Customer must not use the Services to make a decision that produces a legal, disciplinary, employment, financial, or similarly significant effect on an individual without meaningful human review and any process required by applicable law, collective agreement, policy, or procedural fairness.

5. Compliance and Municipal Standards

PW Command may include configurable rules, timelines, classifications, inspection frequencies, response targets, or other references based on laws, regulations, standards, guidelines, policies, or common municipal practices.

These features are organizational tools and do not constitute a representation that the Customer is legally compliant.

Laws, regulations, standards, policies, road classifications, maintenance requirements, inspection frequencies, collective agreements, operational procedures, and regulatory interpretations may differ between jurisdictions and may change over time.

The Customer is solely responsible for:

• identifying the legal and regulatory requirements that apply to its operations;
• confirming that configurations, timelines, classifications, and procedures are accurate;
• obtaining legal, engineering, environmental, occupational-health-and-safety, privacy, labour-relations, or other professional advice when necessary;
• approving all Customer-specific rules and workflows; and
• updating its configurations when requirements change.

Panzica Technologies Inc. does not act as the Customer's lawyer, engineer, employer, supervisor, road authority, water operator, environmental consultant, health-and-safety representative, emergency coordinator, records manager, or regulatory compliance officer.

6. Accounts and Authorized Users

The Customer may authorize individuals to use the Services subject to the subscription purchased and the permissions established by the Customer.

The Customer is responsible for all activity occurring through its accounts, including activity by its Authorized Users, administrators, employees, contractors, and any person who obtains access through the Customer's systems or credentials.

Each Authorized User must:

1. provide accurate account information;
2. maintain the confidentiality of their username, password, authentication method, and access credentials;
3. use only the account assigned to them;
4. not share an account unless shared accounts have been expressly authorized in writing;
5. notify the Customer's administrator promptly of suspected unauthorized access;
6. comply with the Customer's security and acceptable-use requirements; and
7. use the Services only for authorized business purposes.

The Customer must promptly disable or request removal of access when an Authorized User changes roles, no longer requires access, or leaves the Customer's organization.

Panzica Technologies Inc. may suspend access where we reasonably believe an account has been compromised, is being misused, creates a security risk, violates these Terms, or threatens the Services or another user.

7. Customer Data

"Customer Data" means information, records, documents, photographs, videos, maps, locations, work orders, asset records, inspection records, employee or contractor information, equipment information, operational notes, attachments, reports, and other content submitted to or stored within the Services by or on behalf of the Customer.

As between the Customer and Panzica Technologies Inc., the Customer retains ownership of its Customer Data.

The Customer grants Panzica Technologies Inc. a limited, non-exclusive right to host, copy, transmit, process, display, back up, analyze, and otherwise use Customer Data only as reasonably necessary to:

• provide and secure the Services;
• perform support, maintenance, and troubleshooting;
• prevent fraud, abuse, or security threats;
• comply with lawful requirements;
• enforce these Terms; and
• perform other activities authorized by the Customer or described in the applicable Privacy Policy or written agreement.

The Customer represents that it has all necessary authority, permissions, consents, and lawful grounds to collect, use, disclose, upload, and otherwise process Customer Data through the Services.

The Customer must not submit information that it is legally prohibited from providing to Panzica Technologies Inc.

8. Personal Information, Employee Information, and Confidential Records

The Services may process information concerning employees, officials, contractors, residents, property owners, service recipients, complainants, or other identifiable individuals.

Depending on the Customer's configuration, this information may include:

• names and business contact information;
• job titles, departments, work locations, and employee identification numbers;
• qualifications, licences, training, and certifications;
• schedules, assignments, availability, and attendance-related information;
• work history, inspection activity, audit records, and system activity;
• photographs, audio, video, and written notes;
• vehicle, equipment, device, and approximate location information;
• resident requests, complaints, addresses, and service information; and
• other information entered by the Customer.

The Customer is responsible for determining whether it is legally permitted to collect, use, disclose, monitor, or retain this information.

Unless expressly agreed in writing, the Customer must not use the Services to store:

• personal health information;
• detailed medical diagnoses or treatment records;
• financial-account credentials;
• government-issued identity documents;
• credit-card numbers outside an approved payment provider;
• highly sensitive law-enforcement information;
• information classified as secret or protected under an applicable government-security standard; or
• any category of information that the Services are not designed or contractually approved to process.

The Customer must use appropriate access controls and must limit access to personal and confidential information to Authorized Users who require it for legitimate duties.

The collection, use, disclosure, retention, and safeguarding of personal information will also be governed by the PW Command Operations Privacy Policy and any applicable data-processing or privacy agreement.

9. Customer Data Accuracy and Recordkeeping

The Customer is responsible for the accuracy, quality, legality, reliability, and appropriateness of Customer Data.

Panzica Technologies Inc. does not independently verify:

• work-order descriptions;
• employee credentials;
• equipment availability;
• asset locations;
• road classifications;
• inspection results;
• weather observations;
• photographs;
• completion records;
• material quantities;
• contractor information;
• time records;
• regulatory dates; or
• any other information submitted by the Customer.

The Services may maintain audit information showing when certain records or account activities were created, changed, approved, or deleted. Audit information is an administrative aid and is not guaranteed to satisfy every evidentiary, legal, regulatory, records-management, or freedom-of-information requirement.

The Customer must maintain any independent or original records required by law, regulation, policy, contract, insurance, litigation hold, collective agreement, or municipal records-retention schedule.

10. Data Backups, Exports, and Retention

We may perform routine backups and use commercially reasonable measures intended to protect the availability and integrity of Customer Data. However, no backup or storage system is guaranteed to prevent every loss, corruption, deletion, cyberattack, or technical failure.

The Customer is responsible for:

• maintaining copies of information that is critical to its operations;
• exporting records where required;
• verifying that exported data is complete and usable;
• establishing its own records-retention and deletion requirements; and
• maintaining contingency procedures for interruptions to the Services.

Data-export features may depend on the Customer's subscription and technical configuration.

Following expiry or termination, Customer Data may be retained for a limited period to permit export, satisfy legal obligations, resolve disputes, maintain security records, or comply with our backup and deletion cycles.

Unless a written agreement provides otherwise, we may delete Customer Data after the applicable retention or transition period has expired.

11. Aggregated and De-Identified Information

Panzica Technologies Inc. may generate aggregated, statistical, or de-identified information from the operation and use of the Services.

We may use this information to:

• maintain and improve the Services;
• measure performance and reliability;
• develop new features;
• understand usage patterns;
• improve AI-assisted functionality;
• create benchmarks and operational insights; and
• support security, research, and business planning.

We will not intentionally publish aggregated or de-identified information in a manner that reasonably identifies the Customer or an individual unless the Customer has authorized that disclosure.

Customer Data will not be used to train a public or third-party artificial-intelligence model unless this is expressly disclosed and authorized through an applicable agreement or setting.

12. Third-Party Services and Integrations

The Services may connect with or display information from third-party systems, including:

• geographic information systems;
• municipal asset-management platforms;
• work-order systems;
• weather and alert providers;
• map and navigation providers;
• cloud-hosting providers;
• authentication providers;
• email, text-message, and notification providers;
• payment processors;
• contractor or supplier systems; and
• other software selected by the Customer.

Third-party services are not controlled by Panzica Technologies Inc. Their availability, accuracy, security, functionality, terms, and privacy practices are governed by their respective providers.

We are not responsible for:

• errors or omissions in third-party information;
• changes to a third-party service;
• interrupted or discontinued integrations;
• inaccurate maps, weather forecasts, alerts, locations, or directions;
• actions taken by a third-party provider; or
• loss or disclosure resulting from the Customer's third-party accounts or configurations.

The Customer is responsible for obtaining and maintaining any licences, permissions, accounts, API access, and agreements necessary to use third-party services.

13. Intellectual Property Rights

Panzica Technologies Inc. owns or licenses all rights, title, and interest in the Services, including:

• software and source code;
• databases and data structures;
• algorithms, workflows, models, and system logic;
• designs, interfaces, dashboards, and layouts;
• templates, documentation, and training materials;
• text, graphics, photographs, audio, and video supplied by us;
• trademarks, trade names, service marks, and logos;
• reports and report formats;
• AI-assisted features;
• improvements, modifications, and derivative works; and
• all related intellectual property.

These materials are collectively referred to as the "Company Content."

Subject to these Terms and payment of applicable fees, we grant the Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to permit its Authorized Users to access and use the Services for the Customer's internal business and municipal operations.

Except as expressly permitted, the Customer and its Authorized Users may not:

• copy, sell, license, rent, lease, distribute, or commercially exploit the Services;
• make the Services available to an unauthorized third party;
• modify, translate, or create derivative works from the Services;
• reverse engineer, decompile, disassemble, or attempt to discover source code, algorithms, models, or underlying structure;
• remove copyright, trademark, confidentiality, or proprietary notices;
• use the Services to create or improve a competing product;
• scrape, extract, or systematically copy Company Content;
• circumvent usage, security, account, or subscription restrictions; or
• use our trademarks without written permission.

All rights not expressly granted are reserved.

14. Customer Materials and Feedback

The Customer retains ownership of materials it provides for configuration or use within the Services, including Customer policies, forms, procedures, maps, logos, templates, and documents.

The Customer grants us a limited licence to use these materials only as necessary to provide the Services to the Customer.

If the Customer or an Authorized User provides suggestions, ideas, enhancement requests, recommendations, or other feedback concerning the Services, Panzica Technologies Inc. may use that feedback without restriction or compensation.

Feedback does not include Customer Data or confidential information identifying the Customer's operations.

15. Confidentiality

Each party may receive non-public information belonging to the other party ("Confidential Information").

Confidential Information includes:

• Customer Data;
• security information;
• business plans;
• pricing;
• technical designs;
• software functionality;
• system architecture;
• operational procedures;
• infrastructure information;
• employee or contractor information;
• procurement information; and
• information reasonably understood to be confidential.

The receiving party will:

1. use Confidential Information only for purposes relating to the Services;
2. protect it using reasonable safeguards;
3. disclose it only to personnel, contractors, advisers, or service providers who require access and are bound by confidentiality obligations; and
4. not disclose it to another person except as authorized or legally required.

Confidential Information does not include information that the receiving party can demonstrate:

• was lawfully known without restriction;
• becomes public without breach of an obligation;
• is received lawfully from another source without confidentiality restrictions; or
• is independently developed without use of the other party's Confidential Information.

If disclosure is legally required, the receiving party may disclose the minimum information required and, where legally permitted, will provide reasonable notice to the other party.

16. Security

Panzica Technologies Inc. will use commercially reasonable administrative, technical, and organizational safeguards designed to protect the Services and Customer Data.

However, no internet service, computer system, cloud platform, wireless transmission, or security measure can be guaranteed to be completely secure.

The Customer is responsible for securing:

• its devices, networks, email accounts, and authentication systems;
• its user accounts and access permissions;
• exported reports and downloaded files;
• information shared outside the Services;
• third-party integrations; and
• physical access to devices used for the Services.

The Customer must promptly report suspected unauthorized access, security incidents, lost devices, compromised credentials, or misuse to support@panzica.ca.

The Customer must not perform penetration testing, vulnerability scanning, load testing, or other security testing against the Services without prior written authorization.

17. Prohibited Activities

The Customer and Authorized Users must not:

1. use the Services unlawfully or for an unauthorized purpose;
2. submit false, fraudulent, defamatory, threatening, discriminatory, obscene, or illegal material;
3. falsify inspections, work records, qualifications, approvals, time records, or completion records;
4. impersonate another person or use another person's credentials;
5. interfere with the integrity, security, availability, or performance of the Services;
6. upload malware, ransomware, spyware, viruses, malicious code, or harmful files;
7. bypass access controls, subscription limits, security controls, or account restrictions;
8. gain or attempt to gain unauthorized access to any account, database, system, or network;
9. scrape or systematically extract information except through an authorized export or integration;
10. use automated bots or scripts in a manner not expressly authorized;
11. use the Services to harass, monitor, discriminate against, or unlawfully evaluate an employee or other person;
12. use location, activity, or performance information for an unlawful purpose;
13. submit information that infringes privacy, confidentiality, intellectual-property, or other legal rights;
14. use the Services to make fully automated employment, discipline, termination, public-safety, or legally significant decisions;
15. resell, sublicense, or provide the Services to another organization without written permission;
16. use the Services to build, train, benchmark, or improve a competing product;
17. create an unreasonable load on the Services;
18. conceal or misrepresent the origin of information;
19. interfere with another Customer's use of the Services; or
20. assist another person in performing a prohibited activity.

We may investigate suspected violations and may preserve or disclose information where reasonably necessary to protect the Services, comply with law, address security concerns, or enforce these Terms.

18. Subscriptions, Fees, and Taxes

Fees, subscription periods, usage limits, payment schedules, renewal terms, and included services will be described in the applicable order form, proposal, invoice, or subscription agreement.

Unless otherwise stated:

• fees are quoted in Canadian dollars;
• applicable taxes are additional;
• fees are non-refundable except as required by law or expressly stated in writing;
• the Customer is responsible for all authorized account usage;
• overdue amounts may result in suspension of access; and
• additional services, configuration, data migration, training, support, integrations, or customization may be separately charged.

We may change publicly offered pricing or subscription plans. Pricing changes will not alter a fixed-price contractual period unless permitted by the applicable agreement.

Government purchase-order requirements or internal procurement processes do not modify these Terms unless we expressly agree to the modification in writing.

19. Support, Maintenance, and Service Changes

Support services, response targets, maintenance commitments, and service levels will be provided according to the Customer's subscription or written agreement.

We may update, improve, replace, modify, or discontinue features to maintain security, reliability, legal compliance, technical compatibility, or product development.

We will use reasonable efforts to avoid materially reducing the core functionality purchased by the Customer during an active fixed subscription period.

The Services may be temporarily unavailable due to:

• scheduled maintenance;
• emergency maintenance;
• internet or telecommunications failures;
• third-party outages;
• cybersecurity incidents;
• software or hardware failures;
• natural disasters;
• severe weather;
• government action; or
• other circumstances beyond our reasonable control.

Unless expressly guaranteed in a signed service-level agreement, we do not guarantee uninterrupted or error-free availability.

20. Suspension

We may suspend access to all or part of the Services where reasonably necessary to:

• prevent or address a security threat;
• protect Customer Data or another user;
• prevent unlawful activity;
• respond to a breach of these Terms;
• address overdue fees;
• comply with a legal requirement;
• prevent material harm to the Services; or
• investigate suspected misuse.

Where reasonably possible, we will provide notice and an opportunity to correct the issue before suspension. Immediate suspension may occur where delay could create a security, legal, operational, or financial risk.

21. Term and Termination

These Terms remain effective while the Customer or any Authorized User accesses the Services.

Either party may terminate according to the applicable subscription agreement, order form, or other written contract.

We may terminate or suspend access if:

• the Customer materially breaches these Terms and does not correct the breach within a reasonable period after notice;
• fees remain unpaid;
• continued service would violate law;
• use of the Services creates a material security or operational risk;
• the Customer becomes insolvent or ceases operations; or
• an immediate termination right exists under a separate written agreement.

Upon termination:

1. the Customer's right to access the Services will end;
2. outstanding fees become payable;
3. the Customer must stop using Company Content;
4. each party must continue protecting Confidential Information;
5. Customer Data will be handled according to these Terms, the Privacy Policy, and any written agreement; and
6. provisions that are intended by their nature to survive will remain effective.

Termination does not affect rights or obligations that arose before termination.

22. Disclaimers

The Services are provided on an "as is" and "as available" basis, subject to any express warranties contained in a signed written agreement.

To the fullest extent permitted by law, Panzica Technologies Inc. disclaims all implied warranties and conditions, including merchantability, fitness for a particular purpose, accuracy, non-infringement, durability, and uninterrupted availability.

We do not warrant that:

• the Services will be error-free or continuously available;
• every notification or alert will be delivered;
• Customer Data will never be lost or corrupted;
• third-party information will be accurate;
• AI-Assisted Outputs will be correct or appropriate;
• use of the Services will ensure legal or regulatory compliance;
• the Services will prevent flooding, accidents, infrastructure failures, property damage, injury, service interruptions, or missed deadlines; or
• the Services will meet every Customer-specific requirement unless expressly agreed in writing.

The Customer acknowledges that municipal and public-works operations involve human judgment, changing field conditions, weather, equipment, third-party information, regulatory requirements, and risks beyond our control.

23. Limitation of Liability

To the fullest extent permitted by law, Panzica Technologies Inc. and its directors, officers, employees, contractors, affiliates, and agents will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages.

This exclusion includes:

• lost profits or revenue;
• loss of data;
• loss of business or operational opportunity;
• loss of goodwill;
• costs of substitute services;
• infrastructure damage;
• service interruption;
• missed inspections or deadlines;
• employment or labour-relations claims;
• regulatory penalties;
• flood, weather, road, water, sewer, drainage, or winter-control losses; and
• claims arising from a Customer's operational decisions,

even if we have been advised that such damages are possible.

Except for liability that cannot lawfully be limited, our total aggregate liability arising from or relating to the Services or these Terms will not exceed the fees paid or payable by the Customer for the Services during the twelve months immediately preceding the event giving rise to the claim.

Where the Customer has not paid fees, our total liability will not exceed one hundred Canadian dollars.

Nothing in these Terms excludes liability that cannot legally be excluded or limited.

24. Indemnification

To the extent permitted by law, the Customer will defend, indemnify, and hold harmless Panzica Technologies Inc. and its directors, officers, employees, contractors, affiliates, and agents from third-party claims, damages, losses, liabilities, penalties, costs, and reasonable legal expenses arising from:

1. Customer Data;
2. the Customer's or an Authorized User's use of the Services;
3. breach of these Terms;
4. violation of law, regulation, policy, collective agreement, or third-party rights;
5. an operational, employment, staffing, regulatory, or emergency decision made by the Customer;
6. inaccurate or unlawful information submitted by the Customer;
7. unauthorized use of an account;
8. the Customer's third-party systems or integrations; or
9. bodily injury, death, property damage, environmental damage, or infrastructure damage caused by the Customer's activities or omissions.

This section does not require the Customer to indemnify Panzica Technologies Inc. to the extent a claim was directly caused by our gross negligence, wilful misconduct, or other liability that cannot lawfully be excluded.

We will provide reasonable notice of an indemnified claim and reasonable cooperation, at the Customer's expense. The Customer may not settle a claim in a manner that admits liability by Panzica Technologies Inc. or imposes obligations on us without our written consent.

25. Governing Law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law principles.

Subject to the dispute-resolution provisions below, the parties submit to the exclusive jurisdiction of the courts located in Ontario.

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

26. Dispute Resolution

Before commencing formal proceedings, the parties will attempt in good faith to resolve a dispute through discussions between representatives who have authority to settle the matter.

A party initiating a dispute must provide written notice describing:

• the nature of the dispute;
• the relevant facts;
• the relief requested; and
• any proposed resolution.

The parties will attempt informal resolution for at least thirty days after receipt of the notice.

If the dispute is not resolved, the parties may agree in writing to mediation or arbitration in Ontario.

Unless a separate written agreement expressly requires binding arbitration, neither party is required by these Terms alone to arbitrate a dispute.

Nothing prevents either party from seeking urgent injunctive or protective relief concerning:

• confidential information;
• data security;
• intellectual-property rights;
• unauthorized access;
• privacy;
• fraud; or
• misuse of the Services.

27. Export, Sanctions, and Lawful Use

The Customer must not access, export, re-export, transfer, or use the Services in violation of applicable sanctions, trade controls, export controls, or other laws.

The Customer represents that it is not prohibited from receiving the Services under applicable Canadian law.

28. Electronic Communications and Signatures

By using the Services, the Customer and Authorized Users consent to receiving electronic communications relating to:

• accounts;
• security;
• subscriptions;
• support;
• maintenance;
• service changes;
• legal notices;
• invoices;
• operational notifications; and
• other matters relating to the Services.

Electronic acceptance, signatures, approvals, records, and communications may satisfy requirements that a document or agreement be in writing, subject to applicable law.

Operational notifications sent through email, text message, push notification, or an application interface are not guaranteed to be received and must not be used as the Customer's only emergency-communication method.

Marketing communications will be handled according to applicable law and available communication preferences.

29. Publicity

We will not use the Customer's name, municipal crest, logo, trademark, or identifying project information in advertising, case studies, press releases, or public customer lists without the Customer's permission.

This restriction does not prevent us from identifying the Customer where required by law or from using properly aggregated and de-identified information.

30. Assignment

The Customer may not assign or transfer these Terms or its subscription without our prior written consent, except as part of a lawful municipal restructuring or transfer approved in writing.

Panzica Technologies Inc. may assign these Terms in connection with a corporate reorganization, financing, sale of assets, merger, acquisition, or transfer of the PW Command business, provided that the assignee assumes the applicable obligations.

31. Force Majeure

Neither party will be liable for delay or failure caused by circumstances beyond its reasonable control, including:

• natural disasters;
• floods;
• fires;
• severe weather;
• epidemics;
• labour disruptions;
• war or civil unrest;
• government action;
• power failures;
• telecommunications or internet failures;
• cloud-service outages;
• cyberattacks not caused by a failure to use reasonable safeguards; or
• failure of suppliers or third-party providers.

This section does not excuse the Customer's obligation to pay fees that were due before the event.

32. General Terms

These Terms, together with the applicable Privacy Policy, order forms, proposals, subscription agreements, data-processing agreements, and other incorporated documents, form the entire agreement concerning the Services.

If a provision is found unlawful or unenforceable, it will be limited or removed only to the minimum extent necessary, and the remaining provisions will continue in effect.

Failure to enforce a provision is not a waiver.

Headings are for convenience and do not affect interpretation.

The words "including" and "includes" mean "including without limitation."

No partnership, joint venture, employment, fiduciary, agency, supervisory, or professional-adviser relationship is created between Panzica Technologies Inc. and the Customer through these Terms.

The Customer is not an agent or representative of Panzica Technologies Inc., and Panzica Technologies Inc. does not direct or supervise the Customer's employees, contractors, officials, or operations.

These Terms may be accepted and executed electronically and in counterparts.

33. Language

These Terms have been prepared in English.

Unless Panzica Technologies Inc. expressly agrees otherwise in writing, the Services, documentation, support, and contractual communications are provided in English.

Additional legal and language requirements may apply if the Services are offered in Quebec or another jurisdiction with mandatory language requirements.

34. Contact Us

Questions, complaints, legal notices, and requests for information concerning these Terms or the Services may be directed to:

Panzica Technologies Inc.
Ontario, Canada
Email: support@panzica.ca

Legal notices should clearly state that they concern PW Command and should include the Customer's legal name, contact information, account information, and a description of the matter.