Terms of Service

2.1 Account Creation

To use the Services, you must create an Account by providing accurate, current, and complete information. You agree to update your Account information to keep it accurate. You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account.

2.2 Eligibility

You must be at least 18 years old and have the legal capacity to enter into binding contracts to use the Services. By using the Services, you represent and warrant that you meet these requirements.

2.3 Authorized Users

You may permit Authorized Users to access the Services under your Account. You are responsible for: (a) ensuring Authorized Users comply with these Terms; (b) all activities of your Authorized Users; (c) the security of Authorized User credentials; and (d) promptly removing access for any Authorized User who no longer requires it.

2.4 Account Security

You must immediately notify us if you become aware of any unauthorized access to or use of your Account. We are not liable for any loss or damage arising from unauthorized use of your Account.

3.1 Grant of Access

Subject to your compliance with these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, limited right to access and use the Services during the Subscription Term solely for your internal business purposes.

3.2 Service Modifications

We may modify, update, or enhance the Services at any time. We will provide reasonable notice of material changes that adversely affect functionality. Your continued use of the Services after such changes constitutes acceptance of the modifications.

3.3 Service Availability

We will use commercially reasonable efforts to make the Services available 99.9% of the time, excluding scheduled maintenance, emergency maintenance, and circumstances beyond our reasonable control. Scheduled maintenance will be performed during off-peak hours when possible, with advance notice.

3.4 Support

We will provide customer support in accordance with our standard support policies. Support is available via email and through the platform's help resources.

3.5 AI Features

The Services include AI-powered features ("AI Assistant") that provide automated assistance. You acknowledge that: (a) AI outputs may not always be accurate or complete; (b) you are responsible for reviewing and verifying AI-generated content before use; (c) AI features are provided "as is" without warranties of accuracy; and (d) you should not rely solely on AI outputs for critical business decisions.

4.1 Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You are responsible for all Customer Data and activities that occur under your Account.

4.2 Prohibited Conduct

You agree not to:

• Use the Services in violation of any applicable law, regulation, or third-party rights;
• Access or attempt to access another customer's account or data without authorization;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services;
• Copy, modify, or create derivative works of the Services or Documentation;
• Sell, resell, license, sublicense, distribute, or otherwise make the Services available to third parties except as expressly permitted;
• Use the Services to develop a competing product or service;
• Interfere with or disrupt the integrity or performance of the Services;
• Attempt to gain unauthorized access to the Services or related systems;
• Upload or transmit viruses, malware, or other malicious code;
• Use automated means (bots, scrapers) to access the Services except through our official API;
• Circumvent or disable any security or access control features;
• Use the Services to send spam, phishing, or other unsolicited communications.

4.3 Customer Data Responsibility

You are solely responsible for: (a) the accuracy, quality, and legality of Customer Data; (b) the means by which you acquired Customer Data; (c) ensuring you have all necessary rights to submit Customer Data; and (d) complying with all applicable laws regarding Customer Data, including privacy and data protection laws.

5.1 Subscription Fees

You agree to pay all fees specified in your Order. Fees are based on Workspaces subscribed and are charged on a monthly or annual basis as selected. Fees are non-refundable except as expressly set forth in these Terms or required by law.

5.2 Transaction Fees

For payments processed through our integrated payment features (Stripe Connect), we charge a transaction fee of 1% of the processed amount. Standard payment processor fees from Stripe are charged separately and directly by Stripe.

5.3 Payment Terms

Fees are due in advance at the beginning of each billing period. We will charge your designated payment method automatically. If payment fails, we will notify you and may suspend access to the Services if payment is not received within 15 days.

5.4 Price Changes

We may change our fees upon 30 days' notice. Price changes will take effect at the start of your next billing period following the notice. If you do not agree to a price change, you may cancel your subscription before the change takes effect.

5.5 Taxes

Fees are exclusive of taxes. You are responsible for all applicable taxes, including sales, use, VAT, and GST taxes. We will charge tax where required by law.

6.1 Term

These Terms commence when you first access the Services and continue until terminated. The Subscription Term begins on the date specified in your Order and continues for the period specified (monthly or annually), automatically renewing for successive periods unless cancelled.

6.2 Termination by You

You may cancel your subscription at any time through your account settings. Cancellation will be effective at the end of your current billing period. You will not receive a refund for any remaining portion of the billing period.

6.3 Termination by Us

We may suspend or terminate your access to the Services:

• Immediately if you breach these Terms;
• If you fail to pay fees when due after notice and a 15-day cure period;
• If required by law or legal process;
• Upon 30 days' notice for any reason.

6.4 Effect of Termination

Upon termination: (a) your right to access the Services ceases immediately; (b) you remain responsible for all fees incurred through the termination date; (c) we will make your Customer Data available for export for 30 days following termination; and (d) after 30 days, we may delete your Customer Data.

6.5 Survival

Sections regarding intellectual property, confidentiality, limitation of liability, indemnification, and general provisions survive termination.

7.1 Company Ownership

We retain all right, title, and interest in and to the Services, including all software, technology, documentation, trademarks, and other intellectual property. These Terms do not grant you any rights to our intellectual property except the limited access rights expressly set forth herein.

7.2 Customer Data Ownership

You retain all right, title, and interest in and to your Customer Data. You grant us a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, and display Customer Data solely as necessary to provide the Services and as permitted by these Terms.

7.3 Feedback

If you provide feedback, suggestions, or ideas about the Services, you grant us a perpetual, irrevocable, royalty-free license to use such feedback for any purpose without obligation to you.

7.4 Aggregated Data

We may collect and analyze aggregated, anonymized data derived from use of the Services. We own all such aggregated data and may use it for any lawful purpose, including improving our Services and developing industry insights.

8.1 Definition

"Confidential Information" means non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential. Your Customer Data is your Confidential Information. Our pricing, technical information, and business strategies are our Confidential Information.

8.2 Obligations

Each party agrees to: (a) protect the other party's Confidential Information using at least the same degree of care it uses for its own confidential information; (b) not disclose Confidential Information to third parties except as necessary to perform under these Terms; and (c) use Confidential Information only for purposes related to these Terms.

8.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known before receipt; (c) is rightfully obtained from a third party without breach; or (d) is independently developed without use of Confidential Information.

9.1 Privacy Policy

Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

9.2 Data Processing

To the extent we process personal data on your behalf, we act as a data processor and you act as the data controller. We will process such data only in accordance with your instructions and applicable law. Upon request, we will enter into a Data Processing Agreement.

9.3 Security

We implement appropriate technical and organizational measures to protect Customer Data against unauthorized access, alteration, disclosure, or destruction. These measures include encryption, access controls, and regular security assessments.

9.4 Data Breach Notification

If we become aware of a security breach affecting your Customer Data, we will notify you without undue delay and provide information about the breach and our response.

10.1 Our Warranties

We warrant that:

• The Services will perform materially in accordance with the Documentation;
• We have the right to provide the Services;
• We will provide the Services in a professional manner consistent with industry standards.

10.2 Disclaimer

10.3 AI Disclaimer

11.1 Exclusion of Damages

11.2 Liability Cap

11.3 Exceptions

The limitations in this section do not apply to: (a) your payment obligations; (b) either party's indemnification obligations; (c) either party's breach of confidentiality obligations; (d) your violation of our intellectual property rights; or (e) liability that cannot be limited by law.

12.1 Your Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) your Customer Data; (c) your violation of these Terms; or (d) your violation of any third-party rights.

12.2 Our Indemnification

We will indemnify and defend you from claims that the Services infringe a third party's intellectual property rights, provided you: (a) promptly notify us of the claim; (b) give us sole control of the defense and settlement; and (c) provide reasonable cooperation. If the Services are held to infringe, we may, at our option: (i) obtain the right for you to continue using the Services; (ii) modify the Services to be non-infringing; or (iii) terminate your subscription and refund prepaid fees for the unused portion.

13.1 Informal Resolution

Before initiating formal dispute resolution, you agree to contact us at legal@ovationpms.com and attempt to resolve the dispute informally for at least 30 days.

13.2 Arbitration

Any dispute not resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in English, and the arbitrator's decision shall be final and binding. Judgment on the award may be entered in any court of competent jurisdiction.

13.3 Class Action Waiver

13.4 Exceptions

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

14.1 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws principles.

14.2 Entire Agreement

These Terms, together with any Orders and our Privacy Policy, constitute the entire agreement between you and us regarding the Services and supersede all prior agreements and understandings.

14.3 Amendments

We may modify these Terms at any time by posting the revised Terms on our website. Material changes will be effective 30 days after posting or upon notice to you. Your continued use of the Services after the effective date constitutes acceptance of the modified Terms.

14.4 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.

14.5 Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be modified to reflect the parties' original intent, and the remaining provisions will remain in full force and effect.

14.6 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

14.7 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, or internet service provider failures.

14.8 Notices

Notices to you may be sent to the email address associated with your Account. Notices to us should be sent to legal@ovationpms.com. Notices are effective upon receipt.

14.9 Export Compliance

You agree to comply with all applicable export control laws and regulations. You represent that you are not located in a country subject to U.S. embargo or designated as a "terrorist supporting" country, and you are not listed on any U.S. government prohibited or restricted parties list.

14.10 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.