Terms of Service

Opvio Inc. ("Opvio," "we," "our," or "us") provides an AI automation platform for building hyper-specific AI agents through its website located at opvio.ai ("Site," and together with such service, including any updated or new features, functionality and technology, collectively the "Services"). The Services may be provided on a subscription basis under specific subscription plans ("Subscription Plan"), as offered by Opvio from time to time.

By using our Services, you ("you," "your," or "Customer") agree to these Terms of Service. Please read them carefully as they constitute a legal agreement between you and Opvio Inc.

1. Definitions

For the purposes of these Terms, the following terms shall have the meanings defined below:

In our Terms of Service, we use several key terms with specific meanings. An "Affiliate" refers to any entity that directly or indirectly controls, is controlled by, or shares common control with another entity, where control is defined as ownership of more than 50% of the voting interests. "Customer Data" encompasses all electronic data or information that you submit to our Services during your usage. "Agent Data" specifically refers to any data, content, or information from your AI agents that our Services process. A "User" is defined as any individual who you have authorized to access and use the Services. "Malicious Code" includes any harmful elements such as viruses, worms, time bombs, Trojan horses, and other harmful code, files, scripts, agents, or programs that could impact our services or your data.

2. Service Access and License

2.1 Service License

Subject to these Terms and your payment of applicable fees, we grant you a comprehensive yet limited license to use our Services. This non-exclusive, non-transferable license allows you to access and utilize our Services for your internal business purposes, enabling you to create and deploy AI automation agents for recruiting, IT, accounting, chief of staff operations, and other business functions. You may install and use any client software we provide as part of the Services, and you have the ability to connect our Services with your own API keys to enhance your experience. This license is specifically designed to support your business needs while protecting our intellectual property rights.

2.2 Usage Restrictions

To protect our Services and ensure fair usage, certain activities are strictly prohibited. You may not license, sublicense, sell, or resell any part of our Services to third parties. The creation of derivative works or modifications to our Services is not permitted, nor is reverse engineering our platform to build competitive products. We explicitly prohibit using our Services for any illegal or unauthorized purposes. Additionally, you must not interfere with or attempt to disrupt the integrity of our Services in any way. These restrictions are essential to maintaining the quality and security of our platform for all users.

3. Customer Obligations

3.1 Account Registration

To ensure proper service delivery and security, we maintain specific requirements for account registration and maintenance. Users must be at least 18 years old to create an account and must complete our registration process in full. We require that all information provided during registration be accurate and complete, reflecting your current details. Account security is paramount, and you are responsible for maintaining the confidentiality of your account credentials. It's essential that you promptly update any changes to your account information to ensure continuous and secure access to our Services. This commitment to accurate information helps us provide you with the best possible service experience.

3.2 Customer Responsibilities

As a customer using our Services, you bear several important responsibilities that are crucial for maintaining service integrity and security. You are accountable for all activities that occur under your account, whether authorized by you or not. You must ensure that you have the necessary rights and permissions to use any API keys you connect to our platform. Your usage must align with all applicable laws and regulations in your jurisdiction. The accuracy and legality of your Customer Data remain your responsibility throughout your use of our Services. Additionally, you are responsible for the proper configuration and use of any AI agents you create using our platform.

4. Subscription Plans and Payment

4.1 Pricing Structure

Our pricing structure is designed to be transparent and predictable for businesses of all sizes. The standard plan is priced at $299 per month, providing full access to our platform with no per-agent fees or usage limits. This flat-rate pricing model allows you to scale your AI automation without scaling your costs. We offer annual plans at a discounted rate, equivalent to 10 months' cost for a full year of service, providing significant savings for long-term commitments. For organizations with specific needs, we also offer Enterprise plans with custom pricing and dedicated support tailored to your requirements.

4.2 Payment Terms

Our payment terms are structured to ensure continuous service delivery while providing flexibility in payment options. All fees must be paid in advance of the service period to maintain uninterrupted access to our platform. We accept payments through major credit cards and other payment methods as indicated on our website. Enterprise customers have the option to arrange alternative payment methods that better suit their organizational requirements. To maintain service quality and fairness to all customers, we may need to interrupt service access in cases of failed payments until the account is brought current. We recommend setting up automatic payments to avoid any service interruptions.

5. Data Rights and Security

5.1 Customer Data

We maintain a strong commitment to protecting your data rights while providing our Services. You retain full ownership and rights to all Customer Data you submit to our platform. By using our Services, you grant us the necessary licenses to process and analyze your data solely for the purpose of providing and improving our Services. We implement and maintain appropriate security measures to protect your data from unauthorized access or disclosure. Our team will only access Customer Data when explicitly authorized by you or when necessary to provide support or maintain service quality. This approach ensures that your data remains protected while allowing us to deliver the automation capabilities you need.

5.2 Security Measures

Our security infrastructure is built on industry-leading standards to ensure the highest level of data protection. We maintain SOC 2 Type II certification, demonstrating our commitment to security, availability, and confidentiality. All data transmission within our Services is protected by end-to-end encryption, ensuring your information remains secure in transit. We conduct regular security audits and maintain continuous monitoring systems to identify and address potential vulnerabilities promptly. Our comprehensive access controls and authentication measures provide multiple layers of security to protect your data. These security measures are regularly updated to address emerging threats and maintain compliance with industry standards.

5.3 Bring Your Own Key (BYOK)

Our platform operates on a Bring Your Own Key model, meaning you use your own API keys from AI service providers. We do not store or have access to your API keys beyond what is necessary for the platform to function. You are responsible for the security and management of your API keys, and you must comply with the terms of service of any third-party AI providers whose keys you use with our platform. This BYOK approach ensures you maintain direct control and ownership over your AI infrastructure and associated costs.

6. Term and Termination

6.1 Term

The term begins when you first use the Services and continues until terminated.

6.2 Termination

Our termination policy is designed to provide flexibility while protecting both parties' interests. Either party may terminate these Terms by providing 30 days written notice, allowing for a smooth transition period. Immediate termination may occur if either party commits a material breach of these Terms that remains uncured. We reserve the right to terminate services immediately if we detect violations of our usage restrictions or terms of service. Additionally, we may terminate accounts that have been inactive for over 90 days to maintain platform efficiency and security. In all cases, we strive to handle termination professionally and assist with any necessary data exports or transitions.

7. Warranties and Disclaimers

7.1 Service Warranty

We stand behind our Services with specific warranties to ensure your confidence in our platform. We warrant that our Services will perform substantially as described in our documentation and marketing materials. Our commitment includes maintaining service functionality without material decreases in capabilities or features. We continuously implement and maintain appropriate security measures to protect your data and privacy. Throughout our service delivery, we maintain compliance with all applicable laws and regulations governing our operations. These warranties reflect our commitment to providing reliable, secure, and compliant services to our customers.

7.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND WE MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE.

8. Limitation of Liability

IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICES IN THE TWELVE MONTHS PRECEDING THE INCIDENT. IN NO EVENT SHALL WE HAVE ANY LIABILITY FOR ANY LOST PROFITS, LOST DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

9. Indemnification

Our indemnification requirements protect both parties while ensuring responsible service usage. You agree to indemnify and hold us harmless from any claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees. This indemnification covers issues arising from your use of the Services, including any problems related to your Customer Data. It also extends to situations where your actions violate these Terms or infringe upon third-party rights. This protection ensures we can continue providing services while maintaining legal compliance and protecting all parties' interests. The scope of indemnification is carefully balanced to be fair while providing necessary legal protections.

10. General Provisions

10.1 Governing Law

These Terms shall be governed by the laws of the State of California, without regard to its conflict of law principles.

10.2 Dispute Resolution

Any dispute arising from these Terms will be resolved through binding arbitration in San Francisco, California.

10.3 Entire Agreement

These Terms constitute the entire agreement between you and Opvio Inc. regarding the Services and supersede all prior agreements.