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Terms of Service

Last Updated: June 10, 2026

These Terms of Service ("Terms") govern your access to and use of the Tergum service, including our website, dashboard, agents, and related software (collectively, the "Service"). By accessing or using the Service, you agree to be bound by these Terms. These Terms incorporate by reference our Privacy Policy and Service Level Agreement ("SLA"), which form part of this agreement.

1. Definitions

  • "Tergum", "we", "us", or "our" refers to Tergum and its operators.
  • "Customer", "you", or "your" refers to the individual or entity using the Service.
  • "Agent" refers to the Tergum software installed on Customer servers.
  • "Primary Server" refers to the primary server hosting the Customer's website.
  • "Standby Server" refers to the standby server configured for failover.

2. Service Description

Tergum provides automated high-availability failover services for WordPress websites, including:

  • Real-time database replication between primary and standby servers
  • File synchronization between servers
  • Health monitoring and alerting
  • Automated DNS failover when outages are detected
  • A web dashboard for monitoring and management

3. Account Registration

To use the Service, you must create an account and provide accurate, complete information. You are responsible for maintaining the security of your account credentials and for all activities that occur under your account. You must notify us immediately at [email protected] of any unauthorized use or security breach.

4. Subscription and Payment

4.1 Fees

Paid subscriptions are billed in advance on a monthly or annual basis. All prices are stated in United States dollars (USD). Fees are subject to applicable taxes.

4.2 Refund Policy

Fees are generally non-refundable except: (a) as required by applicable consumer protection law; (b) if you cancel within 48 hours of your initial subscription; (c) as specified in the SLA for service failures; or (d) at our sole discretion. Service credits issued under the SLA are not refundable as cash.

4.3 Automatic Renewal

Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. We will send you a reminder email at least 7 days before automatic renewal. You may cancel at any time through the dashboard or by contacting [email protected]. Cancellation takes effect at the end of the current billing period.

4.4 Price Changes

We may change subscription fees with at least 30 days' advance notice by email. The new fees will apply starting with your next renewal. If you do not accept the new fees, you may cancel your subscription before the renewal date.

5. License Grant

5.1 Software License

Subject to these Terms and your payment of applicable fees, Tergum grants you a limited, non-exclusive, non-transferable, revocable license during your subscription period to install and use the Tergum Agent software solely on servers you own or control, solely for the purpose of receiving the Service for your own internal business purposes.

5.2 Restrictions

You may not:

  • Copy, modify, or create derivative works of the Service or any component thereof, except as expressly permitted by law;
  • Reverse engineer, disassemble, or decompile the Agent or any other Tergum software, except as expressly permitted by applicable law;
  • Distribute, sublicense, lease, rent, or provide the Service to any third party;
  • Remove or alter any proprietary notices or labels;
  • Use the Service to provide similar high-availability or failover services to third parties;
  • Attempt to gain unauthorized access to the Service, other customer accounts, or related systems or networks;
  • Use the Service in any manner that violates applicable laws or regulations.

5.3 Ownership

The Service, including all software, documentation, content, trademarks, and intellectual property, is and remains the exclusive property of Tergum and its licensors. These Terms grant you only a limited right to use the Service and do not transfer any ownership rights. All rights not expressly granted are reserved by Tergum.

6. Customer Responsibilities

You are solely responsible for:

  • Providing and maintaining suitable server infrastructure (primary and standby servers) that meets our published system requirements;
  • Maintaining independent, regular backups of your data and content (the Service is not a backup solution);
  • Ensuring your use of the Service complies with all applicable laws, including data protection and privacy laws;
  • The content, operation, and legal compliance of your websites;
  • Providing and maintaining accurate DNS and Cloudflare credentials for failover operations;
  • Maintaining reliable network connectivity between your servers and the Service;
  • Promptly responding to alerts and notifications about server issues;
  • Implementing appropriate security measures on your servers, including regular security updates.

7. Acceptable Use

You may not use the Service to host, transmit, or facilitate:

  • Illegal content or activities;
  • Malware, viruses, or harmful code;
  • Phishing, spam, or unsolicited communications;
  • Content that infringes intellectual property rights;
  • Content that harasses, threatens, or promotes violence or discrimination.

We reserve the right to suspend or terminate Service for violations of this section.

8. Service Levels and Warranties

8.1 Service Commitments

Our service level commitments are detailed in the Service Level Agreement (SLA), which is incorporated into these Terms by reference. The SLA describes platform uptime targets, failover performance metrics, and remedies for service failures.

8.2 Limited Warranties

We warrant that:

  • The Service will perform substantially in accordance with the functionality described in our documentation and the SLA;
  • We will use commercially reasonable efforts to maintain the Service and to detect and respond to outages;
  • We have the right to provide the Service and grant the licenses described herein.

8.3 Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY STATED IN SECTION 8.2, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Without limiting the foregoing, we do not warrant that:

  • The Service will be uninterrupted, error-free, or completely secure;
  • Failover will occur instantaneously or within any specific timeframe not stated in the SLA;
  • All outages will be detected or that all failovers will be successful;
  • Data replication will be perfectly synchronized at all times or that data loss will never occur;
  • The Service will prevent all downtime or meet your specific availability requirements beyond what is stated in the SLA.

The Service is designed to reduce downtime, not eliminate it entirely. The Service does not replace the need for proper disaster recovery planning, comprehensive backup strategies, or professional IT administration.

9. Limitation of Liability

9.1 Consequential Damages Exclusion

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TERGUM, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

  • Loss of profits, revenue, business opportunities, or anticipated savings;
  • Loss of data or corruption of data (except as provided in Section 9.3);
  • Website downtime, unavailability, or reputational harm;
  • Failed, delayed, or inaccurate failover events;
  • Costs of procurement of substitute goods or services.

These exclusions apply regardless of the legal theory of liability (contract, tort, negligence, strict liability, or otherwise) and even if Tergum has been advised of the possibility of such damages.

9.2 Liability Cap for Ordinary Breaches

FOR CLAIMS ARISING FROM ORDINARY BREACHES OF THESE TERMS (excluding those covered by Sections 9.3 and 9.4), TERGUM'S TOTAL LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO TERGUM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Note: This cap is cumulative (i.e., it applies to the aggregate of all claims arising from the same twelve‑month period) and is subject to the exceptions listed in Sections 9.3 and 9.4.

9.3 Service Level Agreement Remedies

Service credits for platform uptime failures are specified in the SLA and are your sole remedy for such failures, up to a maximum of 100% of one month's subscription fees. Service credits do not count against the liability cap in Section 9.2 and are not available as cash refunds.

9.4 Carve-Outs from Limitations

The limitations in Sections 9.1 and 9.2 do NOT apply to:

  • Claims arising from our gross negligence, willful misconduct, or fraud;
  • Our obligations under Section 10 (Indemnification);
  • Breaches of our obligations under the Privacy Policy, including unauthorized disclosure of your personal information or failure to comply with Canadian privacy laws;
  • Our violation of your intellectual property rights;
  • Death or personal injury caused by our negligence;
  • Any liability that cannot be excluded or limited under applicable law.

9.5 Fundamental Breach

If a court of competent jurisdiction determines that we have committed a fundamental breach of these Terms (meaning a breach that substantially deprives you of the benefit of the agreement), the limitations in Sections 9.1 and 9.2 may not apply to the extent prohibited by law, and you may be entitled to additional remedies as determined by the court.

9.6 Basis of the Bargain

You acknowledge that the fees charged reflect the allocation of risk set forth in this Section 9 and that we would not enter into these Terms without these limitations on our liability.

10. Mutual Indemnification

10.1 Your Indemnification of Tergum

You agree to indemnify, defend (at our option), and hold harmless Tergum and its officers, directors, employees, and agents from third-party claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from:

  • Your use of the Service in violation of these Terms or applicable law;
  • Your violation of any third-party rights, including intellectual property, privacy, or publicity rights;
  • Content hosted on your servers or transmitted through your use of the Service;
  • Your breach of Section 7 (Acceptable Use).

This indemnification does not apply to claims arising solely from our gross negligence or willful misconduct.

10.2 Our Indemnification of You

We agree to indemnify, defend (at your option), and hold you harmless from third-party claims that the Service, when used in accordance with these Terms, infringes a Canadian patent, copyright, or trademark.

This indemnification does not apply if the claim arises from: (a) your modification of the Service; (b) your combination of the Service with other products or services; (c) your use of the Service in violation of these Terms; or (d) your continued use after we notify you to stop due to an infringement claim.

10.3 Indemnification Procedure

The indemnifying party's obligations are conditioned on the indemnified party: (a) promptly notifying the indemnifying party in writing of the claim; (b) giving the indemnifying party sole control of the defense and settlement (provided settlements do not admit liability on behalf of the indemnified party); and (c) reasonably cooperating in the defense.

11. Data Protection and Privacy

Our collection, use, and disclosure of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. We comply with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation. In the event of any conflict between these Terms and the Privacy Policy, the Privacy Policy shall prevail with respect to privacy matters.

12. Termination

12.1 Termination by You

You may cancel your subscription at any time through the dashboard or by emailing [email protected]. Upon cancellation, your access will continue until the end of the current billing period, after which your subscription will not renew.

12.2 Termination by Tergum

We may suspend or terminate your access immediately if:

  • You breach these Terms and fail to cure within 7 days of written notice (or immediately for breaches that cannot be cured);
  • You fail to pay fees when due and do not cure within 10 days of notice;
  • We reasonably believe your use poses a security risk or violates applicable law;
  • We cease offering the Service to all customers (with at least 90 days' notice).

12.3 Effect of Termination

Upon termination for any reason:

  • Your license to use the Service ends immediately;
  • You must immediately uninstall all Agents from your servers;
  • We will delete your account data and server metrics within 90 days, except as required for legal or accounting purposes;
  • You remain responsible for all fees incurred through the date of termination;
  • Sections 5.3 (Ownership), 9 (Limitation of Liability), 10 (Indemnification), 13 (Governing Law), and 14 (General Provisions) survive termination.

13. Dispute Resolution and Governing Law

13.1 Informal Resolution

Before initiating any formal dispute resolution, you agree to contact us at [email protected] to attempt to resolve the dispute informally. We will attempt to resolve the matter within 30 days.

13.2 Governing Law

These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles.

13.3 Jurisdiction

Subject to Section 13.4, any disputes arising from these Terms shall be resolved in the courts located in Vancouver, British Columbia, Canada. You consent to the jurisdiction of such courts, provided that we may seek injunctive relief in any court of competent jurisdiction.

13.4 Consumer Protection

If you are a consumer resident in a province other than British Columbia, you may bring proceedings in the courts of your province of residence if those courts would have jurisdiction under applicable law, and you retain all rights under applicable consumer protection legislation.

14. Modifications to Terms

We may modify these Terms from time to time by posting the revised version on our website at tergum.ca/terms. We will notify you of material changes by email or through a prominent notice in the dashboard at least 30 days before the changes take effect. Changes to pricing or service levels will be communicated with 30 days' notice. Your continued use of the Service after the effective date constitutes acceptance of the modified Terms. If you do not agree to the changes, you may cancel your subscription as described in Section 12.1.

15. General Provisions

15.1 Entire Agreement

These Terms, together with the Privacy Policy and SLA, constitute the entire agreement between you and Tergum regarding the Service and supersede all prior agreements, understandings, and communications, whether written or oral.

15.2 Order of Precedence

In the event of a conflict between these Terms, the Privacy Policy, and the SLA, the documents shall be interpreted in the following order: (1) Privacy Policy for privacy matters; (2) SLA for service level matters; (3) these Terms for all other matters.

15.3 Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

15.4 No Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of Tergum.

15.5 Assignment

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets. Any attempted assignment in violation of this section is void.

15.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, pandemics, epidemics, government restrictions or orders, fire, floods, accidents, strikes or labor disputes (excluding those involving the party's own employees), or failures of the Internet, telecommunications, or third-party infrastructure providers (such as AWS, Google Cloud, or Azure). The affected party must provide prompt notice and use reasonable efforts to resume performance.

15.7 Notices

Notices to Tergum must be sent to [email protected]. Notices to you will be sent to the email address associated with your account. Notices are deemed received: (a) when delivered if by email (unless the sender receives an automated bounce-back); or (b) when posted if by dashboard notification.

15.8 Relationship of Parties

The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, or agency relationship between the parties.

15.9 Language

These Terms are drafted in English. Any translation is provided for convenience only. In the event of any conflict between the English version and a translation, the English version shall prevail. Les parties conviennent que le présent contrat et tous les documents qui s'y rattachent soient rédigés en anglais. (The parties agree that this agreement and all related documents be drafted in English.)

16. Contact Information

For questions about these Terms or the Service, please contact us at:

General Support: [email protected]
Legal Inquiries: [email protected]
Privacy Inquiries: [email protected]
Website: https://tergum.ca