Lastday Terms of Service
These Terms of Service govern access to and use of the Lastday platform provided by 1001537887 Ontario Inc. operating as Lastday ("Lastday", "we", "us", or "our").
By creating an account, signing an order form, paying an invoice, or using the service, the customer agrees to these Terms. If an individual accepts these Terms on behalf of an organization, that individual represents that they have authority to bind that organization.
1. Definitions
"Customer" means the organization that subscribes to Lastday.
"Customer Data" means signals, issues, attachments, event trails, notes, operational records, connector data, and other content submitted to, processed by, or generated from Customer's use of Lastday.
"Authorized Users" means Customer personnel or contractors authorized by Customer to access Lastday.
"Octavian" means Lastday's AI processing layer.
"Service" means the Lastday application at command.lastdayops.com, related APIs, connectors, public report form, onboarding flow, support, and documentation.
"AUP" means the Acceptable Use Policy in 12_AUP.md.
2. Service Description
Lastday is a decision support platform for trucking operations. It ingests operational signals, processes them through Octavian, and surfaces issues in Intake, Runbook, and Command.
Lastday is not a TMS replacement, telematics system of record, safety management system, compliance certification system, regulated reporting tool, legal advisor, financial advisor, medical advisor, or human resources decision-maker.
Octavian processes signals automatically. Octavian proposes classifications, summaries, links, bleed estimates, briefs, evidence packets, and other outputs. Humans own decisions. Customer is responsible for reviewing outputs before acting on them.
3. Account Creation and Administration
Customer is responsible for providing accurate account and billing information, assigning appropriate user roles, maintaining the confidentiality of login credentials, promptly disabling access for users who should no longer have access, ensuring Authorized Users comply with these Terms and the AUP, and ensuring connected systems are authorized by Customer.
Lastday may suspend or restrict access where reasonably necessary to protect the Service, other customers, Customer Data, or Lastday's infrastructure.
4. Acceptable Use
Customer must comply with the Acceptable Use Policy in 12_AUP.md.
Customer must not use Lastday to submit malicious content or prompt injection attempts, connect systems it does not have authority to connect, conduct unlawful employee surveillance, submit personal information without a lawful basis or required notice, overload the Service or exceed published rate limits, or use Lastday for decisions that legally require human judgment without human review.
5. Customer Data Ownership
Customer owns Customer Data. Lastday is custodian, not owner.
Lastday will not sell Customer Data, share Customer Data across tenants, train models on Customer Data, create shared embeddings from Customer Data, or retain anonymized cross-tenant derivatives from Customer Data.
Customer grants Lastday a limited right to process Customer Data only to provide, secure, support, and improve the Service for that Customer, comply with law, and enforce these Terms.
Customer is responsible for the lawfulness, accuracy, quality, and appropriateness of Customer Data submitted to Lastday.
6. Privacy and Data Processing
The Privacy Policy in 09_PRIVACY_POLICY.md explains how Lastday handles personal information. The Data Processing Agreement in 11_DPA.md governs processing of Customer Data where applicable.
Customer is responsible for employee, driver, vendor, and customer privacy notices and consents required for Customer's use of Lastday. This includes use of connected inboxes, SMS, reports, telematics, finance systems, and voice or photo intake.
7. AI Processing
Octavian uses Anthropic Claude Sonnet 4.6 (claude-sonnet-4-6) for signal processing (Job 1) and as the fallback model for NIM jobs; Anthropic Claude Opus 4.7 (claude-opus-4-7) for morning brief, proof chat, carrier maturity brief, monthly trend, and welcome brief (Jobs 4, 6, 11 and named Opus surfaces); NVIDIA NIM Llama 3.3 70B (meta/llama-3.3-70b-instruct) for relation detection, ghost patterns, onboard research, market pressure digest, and match engine (Jobs 2, 5, 7, 9, 10), with Claude Sonnet fallback if unavailable; Google Vertex AI (Gemini Flash and Gemini Pro) as the defensive fallback for Jobs 1 and 4; and OpenAI text-embedding-3-small for embeddings.
AI processing may involve cross-border transfer from Canada to United States providers. Lastday does not authorize AI providers to train models on Customer Data.
AI outputs may be inaccurate, incomplete, or based on incomplete signal data. Customer must review outputs before making operational, safety, compliance, employment, financial, or legal decisions.
7A. Carrier Maturity Brief and External Assessments
Purpose and scope. The Carrier Maturity Brief feature generates AI-assisted assessments using publicly available government data and platform operational data. These assessments are for internal operational awareness only. They are not credit reports, compliance certifications, legal opinions, professional audits, or official safety ratings. Users must independently verify all information before making business decisions based on these assessments.
External carrier assessments. When a user requests an assessment of a third-party carrier, the assessment is based entirely on publicly available data. Lastday makes no representations about the accuracy, completeness, or currency of public data sources, including FMCSA records. FMCSA data may be delayed, incomplete, or inaccurate at source. Canadian carriers may have "Not Public" BASIC scores, and Lastday cannot supply data that is not published.
Prospect research. Lastday may collect and store publicly available carrier data from government sources for prospective customer research. This data is used solely for sales and onboarding purposes and is not shared with or disclosed to other customers.
7B. AI Content Disclaimer
Lastday uses artificial intelligence to classify signals, estimate costs, detect patterns, and generate operational narratives, morning briefs, and carrier maturity assessments. AI outputs may contain errors, omissions, or inaccuracies. All AI-generated content is labeled as such. Users are responsible for reviewing and verifying AI outputs before acting on them. Lastday is not liable for decisions made based on AI-generated content.
8. Billing
The base platform fee is $750 per month per operating environment.
AI usage is billed separately per Constitution §16. Metered AI usage billing is live as of Wave 14 (April 2026): per-tenant token totals report to Stripe as usage records, per-job pricing is defined in the subscription record, and customer invoices include both the $750 base platform fee line and a metered AI usage line. Charter Customers (Constitution §24) retain the $750 CAD base rate lock; metered AI usage bills at standard rates for all customers including Charter.
Lastday does not offer trials, pilots, or test periods. Billing starts on day one of activation at the full $750 per month rate.
Fees are exclusive of applicable taxes unless stated otherwise. Customer is responsible for applicable taxes, including GST/HST, unless Customer provides valid exemption documentation.
Stripe processes payments. Lastday does not store full credit card numbers.
9. Cancellation and Refunds
Customer may cancel at any time through the billing page or by contacting Lastday. Access continues until the end of the then-current billing period unless Lastday terminates for cause or the parties agree otherwise.
Fees already paid are non-refundable unless required by law or expressly stated in an order form.
After cancellation or termination, Lastday will export Customer Data if requested and delete tenant data under the Data Retention and Deletion Policy in 16_DATA_RETENTION.md.
10. Intellectual Property
Lastday owns the Service, software, code, prompts, product design, workflows, documentation, trademarks, trade names, and Octavian architecture.
Customer owns Customer Data and operational records generated from Customer Data, including issue histories, notes, evidence packets, and exports.
Feedback may be used by Lastday to improve the Service, provided that Lastday does not disclose Customer Data, use Customer Data to train models, or create cross-tenant derivatives.
11. Confidentiality
Each party may receive confidential information from the other. The receiving party must protect confidential information using reasonable care and use it only for purposes of the relationship.
Customer Data is Customer's confidential information.
Confidentiality obligations do not apply to information that is publicly available without breach, already known without restriction, independently developed, or lawfully received from a third party.
12. Security
Lastday will maintain reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Service and the sensitivity of Customer Data. Current controls are described in 14_SECURITY_POLICY.md.
Customer is responsible for user access control, endpoint security, lawful connector authorization, and secure handling of exports downloaded from Lastday.
13. Service Availability
Service levels, if offered, are described in 17_SLA.md or a signed order form. Unless a signed SLA applies, the Service is provided on a commercially reasonable efforts basis.
14. Disclaimers
Lastday is provided as a decision support tool. It does not provide legal, medical, financial, employment, safety, regulatory, or compliance advice.
Bleed estimates are AI-generated approximations based on available signal data. They are not financial statements, appraisals, guarantees of actual cost, or professional advice.
Evidence packets are internal operational records, not regulatory filings.
To the maximum extent permitted by law, the Service is provided "as is" and "as available."
15. Limitation of Liability
To the maximum extent permitted by law, Lastday's total liability arising out of or relating to the Service will not exceed the fees paid by Customer to Lastday in the three months before the event giving rise to liability.
Lastday will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, loss of revenue, loss of goodwill, loss of data, or business interruption, even if advised of the possibility.
These limits do not apply where prohibited by law.
16. Indemnification
Customer will defend and indemnify Lastday from third-party claims arising from Customer Data, Customer's unlawful use of the Service, Customer's breach of the AUP, Customer's violation of privacy or employment obligations, or Customer's unauthorized connection of a third-party system.
Lastday will defend and indemnify Customer from third-party claims alleging that the Service, as provided by Lastday, infringes Canadian intellectual property rights, subject to exclusions for Customer Data, Customer instructions, third-party services, modifications not made by Lastday, or use outside these Terms.
17. Termination
Either party may terminate for material breach if the breach is not cured within 30 days after written notice.
Lastday may suspend or terminate immediately if Customer use creates security risk, legal risk, infrastructure risk, non-payment, or material breach of the AUP.
On termination, Customer must stop using the Service. Lastday will provide export support if requested and delete Customer Data under 16_DATA_RETENTION.md. Payment obligations, confidentiality, ownership, disclaimers, liability limits, indemnity, governing law, and dispute provisions survive.
18. Changes to Terms
Lastday may update these Terms from time to time. For material changes, Lastday will provide reasonable notice by email, in-app notice, or posting. Continued use after the effective date of updated Terms means Customer accepts the updated Terms.
19. Governing Law and Dispute Resolution
These Terms are governed by the laws of Ontario and the federal laws of Canada applicable in Ontario.
The parties will first try to resolve disputes through good faith executive-level discussion. If unresolved, disputes will be brought in the courts located in Ontario, Canada, unless the parties agree to arbitration in a signed order form.
20. Contact
1001537887 Ontario Inc. operating as Lastday
Ontario, Canada
jordan@lastdayops.com
Change Log
Version 1.2. April 20, 2026. Jordan Layden. Governance Wave 5 reconciliation. Header pin sweep: Constitution cite bumped to v3.14, Trust & Compliance cite bumped to v2.8. Voice exemption clause added citing §25.3(a). §8 Billing paragraph on AI usage updated from future-conditional ("must be disclosed before invoicing AI usage") to live-state present tense, matching Constitution §16 v3.14: metered billing live as of Wave 14, Stripe usage records, base line + metered line on invoices, Charter exception explicit. DRAFT status preserved.
Version 1.3. April 24, 2026. Claude Code. Doc reconciliation Wave 3. AI processing clause updated to reflect live model versions: Claude Sonnet 4 now cited as Sonnet 4.6 (claude-sonnet-4-6) plus NIM-jobs fallback scope; Claude Opus 4 now cited as Opus 4.7 (claude-opus-4-7) plus carrier maturity brief, monthly trend, and welcome brief; NIM Llama 3.1 70B now cited as Llama 3.3 70B (meta/llama-3.3-70b-instruct) per the Wave 1 Constitution v3.15 migration (NVIDIA AI Enterprise Lifecycle Policy Llama 3.1 End of Life). Google Vertex AI (Gemini Flash and Gemini Pro) added as the defensive fallback for Jobs 1 and 4. Header pin sweep: Constitution cite bumped to v3.20, Trust & Compliance cite bumped to v2.10. No substantive legal language changed; DRAFT status preserved.