Terms of Service
Introduction
These Terms of Service ("Terms") are a binding agreement between you and Orvezo, LLC ("Orvezo," "we," "us," or "our") and govern your access to and use of orvezo.com, the Orvezo software platform, and any related websites, applications, features, content, and services we make available (collectively, the "Services").
By accessing or using the Services, or by clicking to accept these Terms, you agree to be bound by them. If you do not agree, do not use the Services.
1. Eligibility
You must be at least 18 years old and able to form a binding contract to use the Services. If you use the Services on behalf of a company, organization, or other entity, you represent and warrant that you have authority to bind that entity to these Terms, and "you" includes that entity.
2. The Services
Orvezo provides software designed to support project management, planning, collaboration, workflow tracking, reporting, and related business operations.
We may modify, improve, suspend, or discontinue all or any part of the Services at any time, with or without notice, to the extent permitted by law.
3. Accounts
To use certain features, you may need to create an account. You agree to provide accurate, current, and complete information and to keep it updated.
You are responsible for:
- maintaining the confidentiality of your login credentials;
- all activity that occurs under your account;
- promptly notifying us at contact@orvezo.com if you suspect unauthorized access or use.
We may suspend or terminate accounts that violate these Terms or create risk for the Services, other users, or Orvezo.
4. Organization Accounts and Administrators
If you create or join a workspace, organization, or team account, the administrator or account owner for that organization may have control over the account and its users, including the ability to access, manage, export, or delete data associated with that organization, subject to product functionality.
You are responsible for ensuring that your use of the Services within your organization complies with your internal policies and applicable law.
5. License and Permitted Use
Subject to your compliance with these Terms, Orvezo grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services for your internal business or personal lawful use.
You may not:
- copy, reproduce, distribute, publicly display, or publicly perform the Services except as expressly permitted;
- reverse engineer, decompile, disassemble, or attempt to derive source code from the Services, except to the extent prohibited by law;
- interfere with or disrupt the integrity, security, or performance of the Services;
- bypass or circumvent access controls or usage limits;
- use the Services to develop a competing product or service;
- use automated means to access the Services in an abusive or unauthorized way;
- remove or alter proprietary notices;
- use the Services for unlawful, fraudulent, misleading, or infringing purposes.
6. Customer Content
You may submit, upload, store, create, transmit, or otherwise make available data, text, files, comments, attachments, project information, and other materials through the Services ("Customer Content").
You retain ownership of your Customer Content. You grant Orvezo a non-exclusive, worldwide, limited license to host, store, process, transmit, display, reproduce, and otherwise use Customer Content solely as necessary to provide, maintain, secure, improve, and support the Services and to comply with law.
You represent and warrant that:
- you own or control the necessary rights to your Customer Content;
- your Customer Content and use of it through the Services do not violate law, third-party rights, or these Terms.
7. Acceptable Use
You may not use the Services to:
- violate any law or regulation;
- infringe intellectual property, privacy, publicity, or other rights;
- upload malware, harmful code, or destructive content;
- harass, abuse, defame, threaten, or harm others;
- store or transmit unlawful, deceptive, or fraudulent content;
- attempt unauthorized access to accounts, systems, or networks;
- conduct security attacks, including denial-of-service attacks, against the Services;
- use the Services to process or store material that is illegal or that you are not authorized to handle.
We may investigate suspected misuse and take appropriate action, including removal of content, suspension of access, or termination.
8. Feedback
If you provide suggestions, ideas, enhancement requests, or feedback relating to the Services ("Feedback"), you grant Orvezo a worldwide, perpetual, irrevocable, non-exclusive, royalty-free right to use, modify, and incorporate that Feedback without restriction or compensation to you.
9. Fees, Trials, and Payment
Some features of the Services may require payment. If you purchase a paid subscription, you agree to pay all applicable fees and taxes and to provide current, complete, and accurate billing information.
Unless otherwise stated:
- fees are quoted in U.S. dollars;
- subscriptions renew automatically for the renewal term unless canceled;
- you authorize us and our payment processors to charge your payment method for recurring fees and applicable taxes.
If you offer free trials, promotional pricing, or introductory terms, those offers may convert to a paid subscription unless canceled in accordance with the offer terms.
10. Cancellation and Changes to Paid Plans
You may cancel your subscription through your account settings or by contacting us at contact@orvezo.com, unless a separate written agreement applies.
Unless otherwise stated:
- cancellation will stop future renewals;
- fees already paid are non-refundable except as required by law or as expressly stated by us;
- if you cancel, you may continue to access paid features through the end of the current billing period.
We may change pricing or subscription terms prospectively by giving notice through the Services, by email, or by other reasonable means.
11. No Refunds Except as Required by Law
Except as required by applicable law or expressly stated by us in writing, all fees are non-refundable.
If applicable law requires refunds or specific cancellation rights, those rights will apply.
12. Intellectual Property
The Services, including all software, designs, interfaces, text, graphics, logos, trademarks, service marks, and other content provided by Orvezo, are owned by or licensed to Orvezo and are protected by intellectual property and other laws.
Except for the limited rights expressly granted in these Terms, no rights are granted to you.
Orvezo, related branding, and associated marks are the property of Orvezo, LLC or its licensors.
13. Privacy
Your use of the Services is also subject to our Privacy Policy, which describes how we collect, use, and disclose personal information.
14. Third-Party Services
The Services may integrate with or contain links to third-party websites, services, software, or content. We do not control and are not responsible for third-party services. Your use of third-party services is governed by their own terms and policies.
15. Beta Features
We may offer beta, preview, early access, or experimental features ("Beta Features"). Beta Features may be incomplete, changed, interrupted, or discontinued at any time and may be provided "as is" without warranties of any kind to the maximum extent permitted by law.
16. Suspension and Termination
We may suspend or terminate your access to all or part of the Services at any time if:
- you violate these Terms;
- your use poses a security, legal, or operational risk;
- we are required to do so by law;
- payment is overdue;
- we reasonably believe suspension is necessary to protect the Services or others.
You may stop using the Services at any time.
Upon termination, your right to use the Services will cease immediately, but provisions that by their nature should survive will survive, including provisions regarding ownership, payment obligations, disclaimers, limitations of liability, indemnity, and dispute resolution.
17. Data Access After Termination
After termination or cancellation, we may retain or delete Customer Content in accordance with our policies, legal obligations, and backup/retention practices.
It is your responsibility to export any Customer Content you wish to retain before account closure or termination, subject to available functionality and applicable law.
18. Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
ORVEZO DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
We do not warrant that the Services will be uninterrupted, error-free, secure, or free of harmful components, or that any data will be accurate, complete, or always available.
19. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ORVEZO, LLC AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR USE, ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF ORVEZO FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF:
- THE AMOUNT YOU PAID TO ORVEZO FOR THE SERVICES DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR
- $100.
Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.
20. Indemnification
You agree to defend, indemnify, and hold harmless Orvezo, LLC and its affiliates, officers, directors, employees, agents, contractors, licensors, and service providers from and against any claims, liabilities, damages, losses, judgments, awards, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:
- your use of the Services;
- your Customer Content;
- your violation of these Terms;
- your violation of law or third-party rights.
21. Governing Law and Venue
These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles.
Except as otherwise required by law, any dispute arising out of or relating to these Terms or the Services will be resolved exclusively in the state or federal courts located in Delaware, and you consent to the personal jurisdiction and venue of those courts.
22. Export Controls and Sanctions
You may not use the Services in violation of U.S. export control or sanctions laws. You represent and warrant that you are not located in, organized in, or ordinarily resident in a country or region subject to comprehensive U.S. embargoes, and that you are not on any restricted-party list applicable to the Services.
23. Changes to These Terms
We may update these Terms from time to time. If we do, we will post the revised version and update the "Last Updated" date above. If changes are materially significant, we may provide additional notice, such as through the Services or by email.
Your continued use of the Services after the updated Terms become effective means you accept the changes.
24. General Terms
These Terms constitute the entire agreement between you and Orvezo regarding the Services, unless a separate written agreement applies.
If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect.
Our failure to enforce any provision is not a waiver of our right to do so later.
You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets, or by operation of law.
25. Contact Information
If you have questions about these Terms, please contact:
- Email: contact@orvezo.com
- Orvezo, LLC