Terms of Service

1. Grant of License

1.1 License

Subject to Customer's continued compliance with these Terms and timely payment of all applicable fees, Ardovia grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service solely for Customer's internal business operations during the Subscription Term (defined below).

1.2 Authorized Users

Customer may authorize its employees and contractors (“Authorized Users”) to access the Service on Customer's behalf, provided that (a) each Authorized User is bound by obligations no less protective of Ardovia than these Terms, (b) Customer remains fully responsible for all acts and omissions of its Authorized Users, and (c) the number of Authorized Users does not exceed the limits of Customer's subscription plan without payment of applicable fees.

1.3 Individual Logins

Each Authorized User login is for a single named individual and may not be shared among multiple people. Customer may reassign a user seat from a person who no longer needs access to a replacement, but may not rotate a single login among multiple people to avoid per-user fees.

1.4 Reservation of Rights

The Service is licensed, not sold. Except for the limited rights expressly granted in these Terms, Ardovia and its licensors retain all right, title, and interest in and to the Service, including all intellectual property rights and all improvements, enhancements, and modifications to it. No rights are granted by implication, estoppel, or otherwise.

2. Restrictions

Customer shall not, and shall not permit any third party to:

• copy, modify, translate, or create derivative works of the Service or any portion thereof;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, or structure of the Service;
• rent, lease, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the Service available to any third party, including on a service bureau, timeshare, or outsourced basis;
• remove, obscure, or alter any proprietary notices, labels, or marks on or within the Service;
• use the Service to build, train, benchmark, or enhance a competing product or service;
• access or extract data from the Service by scraping, crawling, bots, or other automated means, except through the APIs, exports, and connectors Ardovia provides and within their documented limits;
• use the Service in any manner that interferes with or disrupts the integrity or performance of the Service or any third-party data contained therein;
• attempt to gain unauthorized access to the Service, related systems, or networks, or probe, scan, or test their vulnerability without Ardovia's prior written consent;
• use the Service to transmit any unlawful, infringing, harassing, defamatory, obscene, or otherwise objectionable content;
• introduce any viruses, worms, trojans, or other malicious code into the Service; or
• use the Service in violation of any applicable law, regulation, or third-party right.

3. Subscription, Fees, and Billing

3.1 Subscription Plans

Customer's access to the Service is provided under one or more subscription plans, each with its own features, user or location limits, usage allowances, and pricing, as described on the Ardovia pricing page or in an Order Form. Subscription plans may include recurring base fees, per-location fees, per-user fees, per-use metered add-ons (including e-signature and AI usage fees), and other charges. Custom or negotiated pricing applies only as set out in an Order Form.

3.2 Fees and Payment

Customer agrees to pay all fees for the Service in accordance with the pricing and billing terms presented at the time of subscription or renewal or in an Order Form. Unless otherwise stated, all fees are quoted and payable in United States Dollars, are exclusive of taxes, and are billed in advance on a monthly or annual basis. Metered usage fees and additional-user fees on monthly plans are billed in arrears at the end of each billing period. Customer authorizes Ardovia and its payment processors (including Stripe, Inc.) to charge Customer's designated payment method for all amounts owed. Except as expressly provided in Sections 17.2 and 18.3–18.4 or as required by applicable law, all fees are non-refundable.

3.3 Annual Plans

Annual subscriptions are billed in full at the start of each annual term, including any additional user seats Customer elects to prepay. Users or locations added during an annual term are billed as described at the time they are added. Prepaid seats and locations may not be reduced until the next renewal date, and cancellation of an annual plan takes effect at the end of the then-current annual term.

3.4 Taxes

Fees are exclusive of all federal, state, local, and foreign taxes, levies, or duties of any nature (“Taxes”), excluding Taxes based on Ardovia's net income. Customer is responsible for payment of all Taxes associated with its purchases. If Ardovia has a legal obligation to collect or remit Taxes, the appropriate amount will be invoiced to Customer.

3.5 Late Payment and Suspension

If any amount owing by Customer is thirty (30) days or more overdue, Ardovia may, without limiting its other rights and remedies, suspend the Service until such amounts are paid in full. Overdue amounts shall accrue interest at the lesser of 1.0% per month or the maximum rate permitted by law. Customer shall reimburse Ardovia for all reasonable costs of collection, including reasonable attorneys' fees.

3.6 Pricing Changes

Ardovia may change its fees, pricing tiers, feature allotments, or usage rates at any time. For material changes that would increase the fees payable by an existing paying Customer, Ardovia will provide at least thirty (30) days' advance notice by email to the account's billing contact before the change takes effect; for annual plans, increases apply beginning with the next annual term. Continued use of the Service after the effective date of a pricing change constitutes acceptance of the new fees; if Customer does not agree to the new fees, Customer may cancel its subscription before the change takes effect under Section 18.2. Pricing fixed in an Order Form applies for the term stated in that Order Form.

3.7 No Reliance on Future Functionality

Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Ardovia regarding future functionality or features, including roadmap items.

3.8 No Warranty on Calculations or Pricing Tools

The Service includes tools that generate quotes, proposals, invoices, change orders, tax estimates, schedules, financial reports, and other numerical outputs based on configuration data supplied or maintained by Customer. Customer is solely responsible for verifying the accuracy of any such outputs before relying on or providing them to third parties. Ardovia makes no representation or warranty that any calculation, pricing, tax, cost, margin, or financial figure generated by the Service is accurate, complete, or fit for any particular purpose, and Ardovia shall have no liability for any miscalculation, mispricing, billing error, profit loss, refund, rebate, or other damages arising from Customer's use of or reliance on such outputs.

3.9 E-Signature Add-On Enrollment

The Service includes a per-use electronic signature add-on (“E-Signature Add-On”) for sending proposals, contracts, change orders, and other documents for signature. By adding a payment method to Customer's account, Customer enrolls in the E-Signature Add-On and authorizes Ardovia to charge the per-request e-signature fee published on the Ardovia pricing page (or set out in an Order Form) for each signature request sent from the account, including requests sent during a free trial. E-signature fees are metered and billed monthly in arrears under Section 3.2. Customer may turn the E-Signature Add-On off at any time from the Billing page; requests sent before it is turned off remain billable. Ardovia may suspend the E-Signature Add-On if e-signature fees are not paid when due.

3.10 File Storage

Each account includes 1 terabyte (1 TB) of file storage across all of its locations (photos, documents, plans, and other uploads). Storage in excess of 1 TB is billed at $10 per month for each additional 100 GB block or portion thereof — for example, an account using between 1.0 TB and 1.1 TB is billed one block ($10/month), between 1.1 TB and 1.2 TB two blocks ($20/month), and so on. Storage is measured at the end of each billing period on the account's total stored data and billed with the account's other fees under Section 3.2. Customer may reduce storage charges at any time by deleting files; Ardovia does not delete Customer Data to bring an account under a threshold. Storage fees may be changed under Section 3.6.

3.11 AI Tool Usage Fees

Certain AI Features (Section 8) are offered as per-use AI tools that an Authorized User with billing access turns on individually from the Billing page. A payment method must be on file to turn on an AI tool. By turning on an AI tool, Customer authorizes Ardovia to charge the per-unit fee shown on the Billing page (or set out in an Order Form) for each unit of use, including use during a free trial or complimentary access period. AI tool fees are metered and billed monthly in arrears under Section 3.2. Time-based AI tools are billed per minute, rounded up to the next whole minute for each recording or call; for example, a 15-second recording is billed as one minute and a 61-second call as two minutes. Customer may turn an AI tool off at any time from the Billing page; use before it is turned off remains billable. Ardovia may suspend AI tools if usage fees are not paid when due.

4. Free Trials and Complimentary Access

Ardovia may, in its sole discretion, offer free trial access or complimentary access to the Service to select customers. Free trials and complimentary access are provided “AS IS” and “AS AVAILABLE” without any warranty, support obligation, or service level commitment, and Ardovia's aggregate liability arising from them shall not exceed one hundred U.S. dollars ($100). Ardovia may modify, suspend, or terminate free trials or complimentary access at any time without liability. Any metered add-on usage (including e-signature and AI usage fees) incurred during a free trial or complimentary access period is still billable to Customer and governed by Section 3.

5. Customer Data; Ownership; License to Ardovia

5.1 Ownership of Customer Data

As between Ardovia and Customer, Customer owns all data, content, files, photographs, documents, records, text, and other information that Customer or its Authorized Users upload, input, or otherwise submit to the Service, and all data that Portal Users (Section 11) submit to Customer through the Service (“Customer Data”). Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data, and for obtaining all rights and consents necessary to submit Customer Data to the Service.

5.2 License to Ardovia

Customer grants Ardovia a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, process, and otherwise use Customer Data solely as necessary to (a) provide, maintain, secure, support, and improve the Service; (b) prevent or address technical, fraud, or security issues; (c) comply with law or valid legal process; (d) act at the direction of Customer or its Authorized Users, including by transmitting Customer Data to Third-Party Services and connected applications Customer enables; and (e) generate de-identified or aggregated data as described in Section 6.

5.3 Customer's End Customers

Customer may use the Service to manage information about its own customers, leads, homeowners, vendors, subcontractors, employees, and other individuals (“End Customers”). With respect to End Customer personal information, Ardovia acts as Customer's service provider and processor, processing it on Customer's behalf and in accordance with these Terms. Customer is responsible for providing any privacy notices required by law to End Customers and represents and warrants that it has obtained all notices, consents, and rights required under applicable law to submit End Customer information to the Service and to have Ardovia process it as described in these Terms. Customer is responsible for responding to End Customer requests to access, correct, or delete their information; Ardovia will provide reasonable assistance through the Service's features.

5.4 Prohibited Sensitive Data

The Service is not designed to store highly sensitive data. Unless Ardovia has expressly agreed otherwise in writing, Customer shall not submit, and shall ensure its Authorized Users and Portal Users do not submit, to any free-text field, file, or record in the Service: (a) full payment card numbers or bank account and routing numbers (other than through a payment integration designed to collect them); (b) Social Security numbers, driver's license numbers, passport numbers, or other government-issued identification numbers; (c) health, medical, or biometric information, or other information regulated under HIPAA; (d) information regulated under the Gramm-Leach-Bliley Act; or (e) information about children under 13 (collectively, “Prohibited Data”). Ardovia has no liability for Prohibited Data submitted in violation of this Section, and Customer shall indemnify the Ardovia Parties for any claim arising from it.

5.5 Location and Telematics Data

Certain features collect or display location data, including device location from Ardovia mobile applications (for example, for site-visit tracking and job check-in) and vehicle location from telematics providers Customer connects (for example, for fleet tracking). Location data about Authorized Users is Customer Data. Customer is solely responsible for determining whether and how to enable these features, for providing any notice to and obtaining any consent from employees, contractors, and other individuals required under applicable employee-monitoring, privacy, and labor laws, and for Customer's own use of that data.

6. Analytics, Privacy, Security, and Data Use Commitments

6.1 Usage Data and Analytics

Ardovia may collect and use technical and usage data about how the Service is accessed and used (such as feature usage, performance metrics, and diagnostic logs) (“Usage Data”) and may use Customer Data as permitted by Section 5.2 to operate, secure, support, and improve the Service and to develop new features. Ardovia may create and use data that is aggregated or de-identified so that it does not identify Customer, any Authorized User, or any End Customer (“De-identified Data”), including to generate industry benchmarks and statistics and to train, tune, and evaluate machine-learning and artificial-intelligence models used to power or enhance the Service. Ardovia will not attempt to re-identify De-identified Data. Ardovia will not use identifiable Customer Data or End Customer personal information to train generally available AI models without Customer's prior consent. De-identified Data and Usage Data may be retained and used by Ardovia indefinitely, including after termination of these Terms.

6.2 No Sale of Data; No Third-Party Marketing

Ardovia will not sell, rent, or trade Customer Data or End Customer personal information to any third party, and Ardovia will not share or disclose Customer Data or End Customer personal information with any third party for that third party's own marketing, advertising, or commercial purposes. This commitment applies to information identifying Customer, Customer's Authorized Users, and Customer's End Customers.

6.3 Sub-processors and Service Providers

Ardovia may share Customer Data with sub-processors and service providers (such as cloud hosting, payment processing, email and SMS delivery, e-signature, mapping, AI model providers, search infrastructure, and customer support providers) solely to the extent necessary to provide the Service, and only under written agreements requiring them to protect Customer Data with safeguards at least as protective as those in these Terms. The categories and principal providers are listed in the Ardovia Privacy Policy. Ardovia is responsible for its sub-processors' performance of Ardovia's obligations under these Terms. Ardovia may also disclose Customer Data when required by law, subpoena, court order, or to protect the rights, property, or safety of Ardovia or others, subject to Section 19.3.

6.4 Security

Ardovia will implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, use, or disclosure, including encryption of Customer Data in transit and at rest and role-based access controls. However, no system is completely secure, and Ardovia does not guarantee that Customer Data will be impenetrable to unauthorized access.

6.5 Security Incident Notification

If Ardovia confirms unauthorized access to or acquisition of Customer Data in Ardovia's possession or control (a “Security Incident”), Ardovia will notify Customer without undue delay, provide information reasonably available to Ardovia to help Customer meet any notification obligations Customer may have to End Customers or regulators, and take reasonable steps to contain and remediate the Security Incident. Ardovia's notification of or response to a Security Incident is not an acknowledgement of fault or liability.

7. Third-Party Services, Integrations, and Payments

7.1 Third-Party Services

The Service may interoperate with third-party products, services, or content, including payment and billing providers, electronic-signature providers, Google and Microsoft services, accounting software (such as QuickBooks Online and Bill.com), distributor and supplier systems, telematics and fleet-card providers, mapping providers, SMS gateways, review platforms, and others (“Third-Party Services”). Third-Party Services are provided by their respective providers and are subject to their own terms and privacy policies, which Customer is responsible for accepting and complying with. Ardovia makes no representation or warranty regarding any Third-Party Service and shall not be liable for any act, omission, failure, downtime, data loss, charge, or outcome caused by any Third-Party Service. If a Third-Party Service ceases to be available to the Service, Ardovia may modify or remove related features without liability.

7.2 Customer-Directed Data Sharing

When Customer or an Authorized User connects or enables a Third-Party Service (for example, by linking a distributor, accounting, calendar, or telematics account), Customer instructs and authorizes Ardovia to exchange Customer Data with that Third-Party Service as needed for the integration to function. Once Customer Data is transmitted to a Third-Party Service, its use is governed by Customer's agreement with that provider, not by these Terms. Customer may disconnect an integration at any time.

7.3 Payments and Transactions with Third Parties

Ardovia is not a bank, payment processor, money transmitter, lender, or escrow agent, and does not hold funds for Customer. Payments, invoices, bills, purchase orders, and financing between Customer and its End Customers, vendors, subcontractors, or suppliers — including any initiated through a Third-Party Service — are solely between those parties and the applicable provider. Ardovia is not a party to, and has no responsibility for, any such transaction, including chargebacks, disputes, refunds, non-payment, or pricing and availability of products ordered from suppliers.

8. AI Features and Connected AI Applications

8.1 AI Features

The Service may include features that use artificial intelligence and machine learning, such as an in-app assistant, document and price-book import, data extraction, and drafting tools (“AI Features”). AI Features may be offered as paid add-ons and may be subject to usage limits. To provide AI Features, Ardovia sends the relevant Customer Data and prompts to third-party AI model providers, which process it on Ardovia's behalf as sub-processors. Ardovia uses these providers under commercial terms that do not permit them to use Customer Data to train their models.

8.2 AI Output

Output generated by AI Features (“AI Output”) is produced automatically, may be inaccurate, incomplete, or inappropriate, and may not be unique. As between the parties, AI Output generated from Customer Data is Customer Data. Customer is solely responsible for reviewing AI Output before relying on it, acting on it, or sharing it with anyone, and must not use AI Output as a substitute for professional legal, engineering, tax, accounting, or safety judgment. AI Output is subject to Section 3.8 and Section 15.

8.3 Connected AI Applications and APIs

Ardovia may offer APIs and connectors (including a Model Context Protocol server) that let Authorized Users connect third-party AI applications or other software (such as Claude, ChatGPT, or automation tools) to Customer's account. Access through a connector is limited to what the authorizing Authorized User is permitted to see or do in the Service, and may be revoked at any time. When an Authorized User authorizes a connected application, Customer Data accessed by that application is disclosed at Customer's direction under Section 7.2, and the application's own terms govern its use of that data. Customer is responsible for the actions taken by connected applications its Authorized Users authorize.

9. Customer Responsibilities

Customer is solely responsible for:

• maintaining the accuracy of Customer Data, pricing configurations, tax rates, discount rules, proposal templates, contract language, checklists, schedules, and any other configurable content used by the Service;
• verifying the accuracy of any quotes, invoices, change orders, purchase orders, schedules, financial reports, AI Output, or other outputs generated by the Service before delivery to End Customers or reliance on them for business decisions;
• the content, legality, and enforceability of all proposals, contracts, change orders, warranties, and other documents Customer creates, sends, or has signed through the Service, including compliance with home-improvement and consumer-contract laws, required disclosures and cancellation (rescission) notices, contractor-licensing requirements, mechanics' lien and notice requirements, permitting and inspection requirements, and building codes;
• ensuring that any use of electronic signatures and electronic records through the Service satisfies the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN), the Uniform Electronic Transactions Act (UETA), and any other applicable law, including obtaining any consumer consent to electronic records those laws require;
• obtaining and maintaining any hardware, software, internet connectivity, mobile data, and third-party accounts needed to access the Service;
• preserving and securing user credentials, API keys, and authentication factors, and immediately notifying Ardovia of any suspected unauthorized access;
• promptly removing access for Authorized Users who leave Customer's organization or no longer require access;
• independently maintaining backup copies of any Customer Data that Customer considers business-critical;
• complying with all applicable laws (including privacy, consumer protection, employment, employee-monitoring, contractor-licensing, tax, and electronic communication laws) in Customer's use of the Service; and
• ensuring that all Authorized Users comply with these Terms.

Ardovia is not a party to any agreement between Customer and its End Customers, vendors, or subcontractors, and does not provide legal, contracting, engineering, or permitting services.

10. SMS, Email, and TCPA Compliance

The Service may be used to send text messages (SMS/MMS), emails, marketing campaigns, automated notifications, and other electronic communications to End Customers and other recipients designated by Customer. Customer acknowledges that such communications are subject to numerous laws and regulations, including the U.S. Telephone Consumer Protection Act (“TCPA”), the CAN-SPAM Act, state-level consumer protection and telemarketing statutes, and carrier requirements (including 10DLC registration and campaign approval).

Customer represents, warrants, and covenants that, for every message sent through the Service, Customer has obtained all required prior express consent (including prior express written consent where required) from each recipient, maintains appropriate records of such consent, honors opt-out and STOP requests, and complies with all applicable message content, frequency, quiet-hours, identification, and opt-out disclosure requirements. Customer is solely responsible for the content of all messages sent through the Service and for determining whether any particular message is lawful. Text messages Ardovia itself sends to Authorized Users are governed by the Ardovia SMS Terms.

Customer shall defend, indemnify, and hold harmless the Ardovia Parties (as defined in Section 16) from and against any and all claims, damages, fines, penalties, and expenses (including reasonable attorneys' fees) arising out of or relating to any alleged violation of the TCPA, CAN-SPAM, or any similar federal, state, or foreign law or regulation in connection with messages sent by or on behalf of Customer through the Service.

11. Portals and Portal Users

The Service lets Customer invite or direct its End Customers, vendors, subcontractors, and other third parties (“Portal Users”) to view, submit, approve, or sign information through customer-facing pages, forms, links, and portals (for example, booking pages, lead and warranty forms, proposal and change-order approvals, purchase-order acceptance, and checklist approvals). Portal Users' use of those pages is governed by the Ardovia Portal User Terms. Portal Users are not Authorized Users and do not count toward Customer's user limits unless their plan says otherwise. Customer is responsible for its relationship with Portal Users, for the content Customer presents to them, and for inviting only individuals Customer is authorized to contact.

12. Copyright and DMCA Policy

Ardovia respects the intellectual property rights of others and expects Customer and its Authorized Users to do the same. In accordance with the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), Ardovia will respond to notices of alleged copyright infringement that comply with the DMCA.

If you believe that content stored within or transmitted through the Service infringes your copyright, please send a written notice containing the information required by 17 U.S.C. § 512(c)(3) to Ardovia's designated copyright agent: Copyright Agent, Omevi, LLC, 220 W Garden St, Ste 505, Pensacola, FL 32502, or by email to support@ardovia.com (subject line: “DMCA Notice”). Ardovia will remove or disable access to infringing material as required by law and may terminate the accounts of users who are determined to be repeat infringers. Counter-notices may be sent to the same agent and must contain the information required by 17 U.S.C. § 512(g)(3).

Misrepresentations in a DMCA notice or counter-notice may subject the sender to liability under 17 U.S.C. § 512(f).

13. Service Availability; No SLA

Ardovia will use commercially reasonable efforts to make the Service available, but does not guarantee uninterrupted, error-free, or secure operation. The Service may be subject to scheduled maintenance, emergency maintenance, feature changes, third-party outages, and force-majeure events. Ardovia may modify, replace, or discontinue features of the Service from time to time, provided that it does not materially reduce the core functionality of Customer's paid plan during a prepaid term. Except as expressly set forth in a separately executed written service-level agreement signed by an officer of Ardovia, Ardovia provides no service-level commitment, uptime guarantee, or credit of any kind.

14. Beta and Preview Features

Ardovia may make available features, integrations, or applications identified as beta, preview, early access, pilot, or similar (“Beta Features”). Beta Features are optional, are provided “AS IS” without any warranty, support, or service-level commitment, may contain errors, and may be changed, limited, or discontinued at any time without notice. Ardovia's aggregate liability arising from Beta Features shall not exceed one hundred U.S. dollars ($100).

15. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, INCLUDING ALL CONTENT, FEATURES, DATA, OUTPUTS, AI OUTPUT, AND FUNCTIONALITY, IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ARDOVIA AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, ARDOVIA MAKES NO WARRANTY THAT (A) THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY BUGS, DEFECTS, OR ERRORS WILL BE CORRECTED; (D) ANY CONTENT, OUTPUT, PRICING, SCHEDULE, OR CALCULATION PRODUCED BY THE SERVICE IS ACCURATE OR RELIABLE; OR (E) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

CUSTOMER ACKNOWLEDGES THAT IT IS RELYING ON ITS OWN JUDGMENT IN USING THE SERVICE AND THAT ARDOVIA IS NOT PROVIDING LEGAL, ACCOUNTING, TAX, FINANCIAL, INSURANCE, ENGINEERING, OR OTHER PROFESSIONAL ADVICE.

16. Limitation of Liability

16.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ARDOVIA, OMEVI, LLC, OR ANY OF THEIR RESPECTIVE PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS (COLLECTIVELY, THE “ARDOVIA PARTIES”) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITIES, DATA, OR USE, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ARDOVIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, THE ARDOVIA PARTIES SHALL HAVE NO LIABILITY FOR ANY CLAIM, LOSS, OR DAMAGE ARISING OUT OF OR RELATING TO:

• any software bug, defect, error, outage, downtime, delay, or malfunction of the Service;
• any loss, corruption, deletion, or unavailability of Customer Data, except to the extent caused by Ardovia's breach of Section 6.4 (which is subject to Section 16.3);
• any miscalculation, mispricing, incorrect quote, incorrect invoice, tax error, margin error, scheduling error, AI Output, or other inaccurate output generated by the Service;
• any lost sale, lost contract, refund, rebate, chargeback, or other business consequence resulting from reliance on the Service;
• any action, omission, or failure of any Third-Party Service or connected application;
• any Prohibited Data submitted to the Service;
• any act or omission of Customer, its Authorized Users, its Portal Users, or its End Customers; or
• any force-majeure event described in Section 21.

16.2 General Cap

EXCEPT AS PROVIDED IN SECTIONS 16.3 AND 16.4, THE AGGREGATE LIABILITY OF THE ARDOVIA PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO ARDOVIA FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND U.S. DOLLARS ($1,000.00) (THE “GENERAL CAP”).

16.3 Data Claims Cap

FOR CLAIMS ARISING OUT OF A SECURITY INCIDENT OR ARDOVIA'S BREACH OF SECTION 6 OR ITS CONFIDENTIALITY OBLIGATIONS WITH RESPECT TO CUSTOMER DATA, AND FOR ARDOVIA'S OBLIGATIONS UNDER SECTION 17.2 (COLLECTIVELY, “DATA AND IP CLAIMS”), THE AGGREGATE LIABILITY OF THE ARDOVIA PARTIES SHALL NOT EXCEED TWO TIMES (2X) THE GENERAL CAP. THIS AMOUNT IS IN ADDITION TO, AND NOT IN PLACE OF, THE GENERAL CAP, BUT IN NO EVENT SHALL THE ARDOVIA PARTIES' TOTAL LIABILITY UNDER THESE TERMS EXCEED THREE TIMES (3X) THE GENERAL CAP.

16.4 Exceptions

THE LIMITATIONS IN SECTIONS 16.2 AND 16.3 DO NOT LIMIT (I) CUSTOMER'S OBLIGATION TO PAY FEES, (II) CUSTOMER'S INDEMNIFICATION OBLIGATIONS, (III) CUSTOMER'S LIABILITY FOR BREACH OF SECTION 2, OR (IV) EITHER PARTY'S LIABILITY FOR FRAUD OR WILLFUL MISCONDUCT.

CUSTOMER ACKNOWLEDGES THAT THESE LIMITATIONS REFLECT AN ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL BASIS OF THE BARGAIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, THE ARDOVIA PARTIES' LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

17. Indemnification

17.1 Indemnification by Customer

Customer shall defend, indemnify, and hold harmless the Ardovia Parties from and against any and all third-party claims, demands, actions, losses, damages, judgments, fines, penalties, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) Customer Data or End Customer data, including any claim that it violates privacy, intellectual-property, or other rights; (b) Customer's or any Authorized User's use of the Service; (c) Customer's breach of these Terms or violation of any law; (d) any quote, invoice, proposal, contract, change order, purchase order, tax calculation, AI Output, or other output that Customer sent to or relied on with a third party; (e) any dispute between Customer and an End Customer, Portal User, vendor, subcontractor, or employee, including claims relating to location or telematics data; or (f) any SMS, email, or other electronic communication sent by or on behalf of Customer through the Service.

17.2 Indemnification by Ardovia

Ardovia shall defend Customer from and against any third-party claim alleging that Customer's use of the Service, strictly as permitted under these Terms, directly infringes a valid U.S. patent, copyright, or registered trademark of the third party, and Ardovia shall pay any damages and reasonable attorneys' fees finally awarded against Customer by a court of competent jurisdiction (or agreed to in a settlement approved by Ardovia) in such a claim. Ardovia shall have no obligation under this Section 17.2 for any claim arising out of or relating to (a) Customer Data or AI Output; (b) use of the Service in combination with any product, service, data, or content not provided by Ardovia; (c) modification of the Service by anyone other than Ardovia; (d) Customer's continued use of the Service after Ardovia has made a non-infringing version available; (e) use of the Service in violation of these Terms or applicable law; (f) Third-Party Services; or (g) Beta Features.

If the Service becomes, or in Ardovia's opinion is likely to become, the subject of an infringement claim, Ardovia may, at its option and expense, (i) procure for Customer the right to continue using the Service, (ii) modify the Service to make it non-infringing, or (iii) terminate the affected subscription and refund any prepaid, unused fees. This Section 17.2 states Ardovia's sole and exclusive liability, and Customer's sole and exclusive remedy, for any third-party infringement claim.

17.3 Procedure

The indemnified party shall promptly notify the indemnifying party of any claim, give the indemnifying party sole control of the defense and settlement (provided that no settlement may impose any liability or admission on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense.

18. Term, Termination, and Suspension

18.1 Term

These Terms begin on the date Customer first accepts them and continue until all subscriptions hereunder have expired or been terminated (the “Subscription Term”). Subscriptions automatically renew for successive periods equal to the prior billing term (monthly or annual) unless Customer cancels, or either party gives notice of non-renewal, before the end of the current term.

18.2 Cancellation by Customer

Customer may cancel its subscription at any time through the in-app billing settings or by written notice to Ardovia. Cancellation takes effect at the end of the then-current billing period, and Customer remains responsible for all fees incurred through that date. Except as provided in Section 18.4 or required by applicable law, fees already paid for the current billing period are non-refundable.

18.3 Termination and Suspension by Ardovia

Ardovia may suspend or terminate Customer's access to the Service, in whole or in part, or suspend any individual Authorized User or connected application, with or without notice, if (a) Customer fails to pay any amount when due, (b) Customer breaches these Terms, or (c) Ardovia reasonably believes that use of the Service poses a security, legal, or reputational risk or threatens the integrity of the Service or other customers. Where practicable, Ardovia will give notice and an opportunity to cure before terminating for a curable breach. Ardovia may also terminate for convenience by discontinuing the Service or the applicable subscription plan on at least sixty (60) days' notice, in which case Ardovia will refund a pro-rata portion of any prepaid fees attributable to the period after the effective date of termination.

18.4 Termination by Customer for Cause

Customer may terminate these Terms by written notice if Ardovia materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving written notice describing it. In that case, Ardovia will refund a pro-rata portion of any prepaid fees attributable to the period after the effective date of termination.

18.5 Effect of Termination; Data Export and Deletion

Upon termination or expiration of these Terms, Customer's right to access the Service ceases. For a period of sixty (60) days following termination (or ninety (90) days if Ardovia terminated for convenience), Customer may request a copy of its then-current Customer Data in an Ardovia-supported export format. After that period, Ardovia has no obligation to retain Customer Data and will delete it from active systems within a commercially reasonable period, with residual copies in backups expiring on Ardovia's normal backup rotation, except as required by law. Any provision of these Terms that by its nature should survive termination (including Sections 2, 3, 5.2, 5.4, 6, 8.2, 15, 16, 17, 18.5, and 19 through 24) shall survive.

19. Confidentiality

19.1 Definition

Each party (as “Receiving Party”) may have access to confidential information of the other party (as “Disclosing Party”). “Confidential Information” means non-public information that is identified as confidential or that would reasonably be understood to be confidential given its nature and the circumstances of disclosure, including the non-public features, pricing, roadmap, and source code of the Service (for Ardovia) and Customer Data (for Customer). Confidential Information does not include information that (a) is or becomes public through no fault of the Receiving Party, (b) was known to the Receiving Party without restriction before receipt, (c) is received from a third party without restriction, or (d) is independently developed without use of the Disclosing Party's Confidential Information.

19.2 Obligations

The Receiving Party shall (a) use Confidential Information only to perform or exercise its rights under these Terms, (b) protect Confidential Information using the same degree of care it uses for its own confidential information of like kind (and no less than a reasonable standard of care), and (c) not disclose Confidential Information to any third party except to those of its employees, advisors, service providers, and bona fide prospective acquirers or investors who have a need to know and are bound by confidentiality obligations. Ardovia's obligations for Customer Data are further described in Section 6.

19.3 Compelled Disclosure

The Receiving Party may disclose Confidential Information to the extent required by law or legal process, provided that, where legally permitted, it gives the Disclosing Party prompt notice and reasonable assistance (at the Disclosing Party's expense) to seek a protective order. If Ardovia is compelled to produce Customer Data in connection with a proceeding to which Customer is a party, Customer shall reimburse Ardovia's reasonable costs of compiling and providing that data.

20. Feedback

If Customer or its Authorized Users provide suggestions, ideas, feature requests, or other feedback about the Service (“Feedback”), Ardovia may use it without restriction or obligation, and Customer grants Ardovia a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate Feedback into its products and services. Feedback is not Customer's Confidential Information, provided that Ardovia will not publicly identify Customer as its source without consent.

21. Force Majeure

Neither party shall be liable for any delay or failure to perform (other than payment obligations) resulting from causes beyond its reasonable control, including acts of God, hurricanes and severe weather, war, terrorism, civil unrest, pandemic, epidemic, government action, labor disputes, power or internet failures, cyberattacks, denial-of-service attacks, failures of third-party hosting providers, and other force-majeure events.

22. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

Informal Resolution. Before initiating any formal proceeding, the parties agree to attempt in good faith to resolve any dispute by written notice to the other party describing the dispute in reasonable detail, followed by at least thirty (30) days of good-faith negotiation.

Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved through informal negotiation shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator. The arbitration may be conducted in-person in Escambia County, Florida, by videoconference, or on the basis of written submissions, at the Customer's election. Judgment on the award may be entered in any court of competent jurisdiction.

Exceptions. Notwithstanding the foregoing, (a) either party may bring an individual claim in small-claims court if it qualifies, and (b) either party may seek temporary or preliminary injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information, or to prevent a breach of Section 2.

CLASS-ACTION WAIVER AND JURY WAIVER: EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING, AND EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. DISPUTES MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY.

30-Day Opt-Out. Customer may opt out of the arbitration and class-action waiver provisions of this Section 22 by sending written notice to support@ardovia.com with the subject line “Arbitration Opt-Out” within thirty (30) days after first accepting these Terms. The notice must include Customer's name, account email, and a clear statement that Customer wishes to opt out of arbitration. If Customer opts out, disputes shall be brought exclusively in the state or federal courts located in Escambia County, Florida, and each party consents to their jurisdiction. Opting out will not affect any other provision of these Terms.

23. Modifications to These Terms

Ardovia may modify these Terms from time to time. The updated version will be posted at this URL with a new “Last updated” date and version number. Material changes will be communicated by email or in-app notice at least fifteen (15) days before they take effect, and Ardovia may ask an Account Owner to accept updated Terms in the Service. Customer's continued use of the Service after the effective date of any update constitutes acceptance of the modified Terms. If Customer does not agree to the updated Terms, Customer's sole remedy is to stop using the Service and cancel its subscription before the change takes effect. Changes to the dispute-resolution provisions in Section 22 will not apply to disputes of which either party had notice before the change took effect.

24. General Provisions

• Entire Agreement. These Terms, together with any Order Forms, the Privacy Policy, the SMS Terms, and the Portal User Terms, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements, proposals, or communications.
• Order of Precedence. In the event of a conflict, an Order Form signed by both parties controls over these Terms only for the specific items it expressly modifies; otherwise these Terms control over any other Ardovia policy or document. Any terms in a Customer purchase order, vendor-registration portal, or other Customer-provided form are void and have no effect, even if accepted or signed by Ardovia.
• Assignment. Customer may not assign or transfer these Terms, by operation of law or otherwise, without Ardovia's prior written consent. Ardovia may freely assign these Terms in connection with a merger, acquisition, sale of assets, or reorganization. Any attempted assignment in violation of this section is void.
• Publicity. Ardovia may identify Customer as a customer by name and logo in customer lists and marketing materials. Customer may opt out at any time by emailing support@ardovia.com. Ardovia will not publish testimonials or case studies about Customer without its consent.
• Export Controls and Sanctions. Customer shall not use or permit access to the Service in violation of U.S. export-control or economic-sanctions laws, including from any embargoed country or by any person on a U.S. government restricted-party list. The Service is operated from, and Customer Data is stored in, the United States.
• Independent Contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, franchise, or employment relationship.
• No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties and their permitted assigns. They do not create any rights in any third party, including Authorized Users, Portal Users, or End Customers.
• Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.
• Waiver. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
• Notices. Notices to Customer may be delivered via the Service or via the email address on Customer's account. Notices to Ardovia must be sent by email to support@ardovia.com, with legal notices also sent by mail to Omevi, LLC, Attn: Legal, 220 W Garden St, Ste 505, Pensacola, FL 32502.
• Electronic Contracting. Customer consents to entering into these Terms and receiving notices electronically, and agrees that electronic acceptance has the same effect as a handwritten signature.
• Headings. Section headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.”

25. Contact Information

For questions about these Terms, please contact:

• Legal Entity: Omevi, LLC (d/b/a Ardovia)
• Address: 220 W Garden St, Ste 505, Pensacola, FL 32502
• Email: support@ardovia.com
• Phone: (844) 747-4949