Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you (individually or on behalf of an entity, "you", "your", or "Customer") and Orvia Technologies, Inc. ("we", "our", "us", "HAS", or "Company") governing your access to and use of our website (orviahq.com), desktop application, mobile applications, APIs, and all related services (collectively, the "Service").

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1. Eligibility

To use the Service, you must:

• Be at least 18 years of age (or the age of legal majority in your jurisdiction)
• Have the legal authority to enter into this agreement on behalf of yourself or the organization you represent
• Not be prohibited from using the Service under applicable laws
• Provide accurate, current, and complete registration information

If you are entering into these Terms on behalf of a company, organization, or other legal entity (a "Business"), you represent and warrant that you have the authority to bind that Business to these Terms.

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2. Account Responsibilities

2.1 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Immediately notifying us of any unauthorized access or security breach
• Ensuring that all users authorized under your account comply with these Terms

2.2 Account Data

You are responsible for:

• The accuracy, quality, and legality of data you upload or enter
• Obtaining necessary consents to collect and process personal data through the Service
• Backing up your data (we provide tools but are not a backup service)
• Ensuring your use of the Service complies with applicable laws and regulations

2.3 Usage Compliance & Audit Rights

Your subscription is licensed for use by the specific Business entity identified at registration. You agree:

• Not to share account access with separate legal entities, franchisees, or affiliated companies that should maintain their own subscriptions
• Not to exceed user limits specified in your plan without upgrading or purchasing Staff Packs
• To use the Service solely for your internal business operations (not as a service bureau or for third-party benefit)

Programmatic Monitoring: We reserve the right to programmatically monitor usage patterns, including but not limited to:

• Number of active users and login locations
• Property registrations and audit volume
• Data transfer and API usage

If we detect usage that suggests account sharing beyond the authorized Business entity or plan limits, we may:

• Contact you to reconcile usage and upgrade your plan
• Invoice you for additional fees based on actual usage
• Suspend the Service until usage is brought into compliance

Audit Trail: All usage data is logged for compliance verification. By using the Service, you consent to this monitoring.

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3. Acceptable Use Policy

You agree NOT to:

• Violate any applicable laws, regulations, or third-party rights
• Use the Service for any unlawful, harmful, or fraudulent purpose
• Upload, transmit, or distribute malicious code, viruses, or harmful software
• Attempt to gain unauthorized access to the Service, other accounts, or related systems
• Reverse engineer, decompile, disassemble, or attempt to derive source code
• Copy, modify, create derivative works, or distribute the Service
• Resell, sublicense, or commercially exploit the Service without permission
• Interfere with or disrupt the Service or servers
• Use automated means (bots, scrapers) to access the Service without authorization
• Impersonate any person or entity or misrepresent your affiliation
• Use the Service to store or transmit content that is defamatory, obscene, or infringing
• Circumvent usage limits, security measures, or access controls

We reserve the right to suspend or terminate accounts that violate these terms, with or without notice, at our sole discretion.

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4. Intellectual Property

4.1 Our Intellectual Property

The Service, including all software, code, algorithms, designs, graphics, trademarks, logos, documentation, and content created by us, is owned by Orvia Technologies, Inc. and protected by copyright, trademark, and other intellectual property laws.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your internal business purposes during the subscription term.

4.2 Your Data and Content

You retain ownership of all data, content, audit reports, templates, and materials you upload or create using the Service ("Your Content").

By using the Service, you grant us a limited license to host, store, process, and display Your Content solely to operate and provide the Service. This license terminates when you delete Your Content or close your account.

4.3 Feedback

If you provide suggestions, ideas, or feedback about the Service ("Feedback"), you grant us a perpetual, irrevocable, royalty-free license to use such Feedback without restriction or compensation.

4.4 Publicity Rights

By using the Service, you grant Orvia Technologies, Inc. a non-exclusive, royalty-free license to use your company name, logo, and trademarks in our marketing materials, including but not limited to:

• "Our Customers" or "Client Showcase" sections on our website
• Case studies and testimonials (with your approval for detailed content)
• Promotional materials, presentations, and investor materials
• Social media posts and press releases

Opt-Out: If you wish to opt out of this publicity usage, you may do so at any time by emailing support@orviahq.com with "Publicity Opt-Out" in the subject line. We will remove your logo within 30 business days.

4.5 Anonymized Data & AI Training

We may collect and use anonymized, aggregated data derived from Your Content for the following purposes:

• Improving the Service and developing new features
• Training machine learning models and algorithms
• Generating industry benchmarks and insights
• Research and development

Important: This aggregated data cannot be used to identify you, your organization, or your specific properties. We do not use Your Content to train models that would reveal your proprietary audit data or methodologies to other customers.

Data Processing Addendum (DPA): For customers subject to GDPR (EU/UK), CCPA (California), or other privacy regulations requiring a DPA, a compliant Data Processing Addendum is incorporated by reference into these Terms. Contact legal@orviahq.com to request a signed DPA.

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5. Payments, Billing, and Subscriptions

5.1 Pricing

• Current pricing is displayed at orviahq.com/pricing
• Prices are quoted in US dollars unless otherwise specified
• We may change pricing with 30 days' advance notice (existing subscriptions honored until renewal)

5.2 Payment Processing

• Payments are processed by Paddle, our merchant of record
• By purchasing, you agree to Paddle's terms and conditions
• You authorize recurring charges for subscription fees at the then-current rate
• All fees are exclusive of taxes, which will be added as required by law

5.3 Billing Cycle

• Subscriptions are billed monthly or annually, as selected at checkout
• Billing occurs on the same date each period (e.g., the 15th of each month)
• Subscriptions auto-renew unless canceled before the renewal date

5.4 Refunds

5.5 Late Payments

• Failed payments may result in service suspension after a grace period
• We may charge late fees or interest on overdue amounts as permitted by law
• You remain liable for all fees incurred during your subscription

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6. Free Trials

• We may offer free trials at our discretion
• Free trials provide access to specified features for a limited period
• At trial end, you must subscribe to continue using the Service
• We reserve the right to limit, modify, or discontinue trial offers
• One trial per customer/organization; abuse may result in charges

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7. Service Availability and Modifications

7.1 Availability

We strive for high availability but do not guarantee uninterrupted access. The Service may be unavailable due to:

• Scheduled maintenance (we'll provide advance notice when possible)
• Emergency maintenance or security updates
• Factors beyond our control (internet outages, third-party failures, force majeure)

7.2 Modifications

We may:

• Update, modify, or enhance the Service at any time
• Discontinue features with reasonable notice
• Require you to accept updated Terms for continued use

The Service is provided "AS IS" and "AS AVAILABLE" without any warranties of any kind.

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8. Termination & Cancellation

8.1 How to Cancel Your Subscription

8.2 Effect of Cancellation

• Continued Access: Your subscription access continues until the end of your current billing period
• No Pro-Rata Refunds: We do not provide refunds for unused portions of prepaid subscription periods
• Data Export: You have 30 days after cancellation to export your data before it is scheduled for deletion
• Data Deletion: Your Service Data will be permanently deleted 90 days after cancellation, unless you request earlier deletion or legal retention applies

8.3 Downgrade vs. Cancel

Before canceling, consider downgrading to a smaller plan if you want to maintain access with reduced features. Contact support@orviahq.com to discuss options.

8.4 Reactivation

You may reactivate your subscription at any time before data deletion (within 90 days of cancellation) by logging in and selecting a new plan. Your data will be restored if still available.

8.5 Termination by Us

We may suspend or terminate your access immediately if you:

• Violate these Terms or our Acceptable Use Policy
• Fail to pay fees when due (after grace period)
• Engage in fraudulent, illegal, or abusive behavior
• Pose a security risk to the Service or other users
• Are required to terminate due to legal or regulatory requirements

8.6 Effect of Termination

• Your license to use the Service ends immediately
• You may export Your Content before termination (we recommend regular backups)
• We may delete Your Content 30 days after termination unless legally required to retain it
• Provisions that should survive termination (indemnity, limitation of liability, governing law) will survive

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9. Disclaimers

Hospitality Industry Disclaimer: The Service provides tools for conducting audits and managing compliance, but it does not guarantee regulatory compliance. You are solely responsible for ensuring your audits and operations comply with applicable health, safety, and hospitality regulations.

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10. Limitation of Liability

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability. In such jurisdictions, our liability shall be limited to the maximum extent permitted by law.

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11. Indemnification

You agree to defend, indemnify, and hold harmless Orvia Technologies, Inc., its affiliates, and their respective directors, officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Service
• Your violation of these Terms
• Your Content or data uploaded to the Service
• Your violation of any third-party rights
• Your violation of applicable laws or regulations
• Any claim by your employees, contractors, or end users

We will promptly notify you of any such claim and cooperate in the defense. We reserve the right to assume exclusive control of any matter subject to indemnification.

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12. Governing Law and Dispute Resolution

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, United States, without regard to conflict of law principles.

12.2 Informal Resolution

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

12.3 Binding Arbitration

If informal resolution fails, any dispute shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall take place in Austin, Texas.

12.4 Exceptions

Either party may seek injunctive relief in any court of competent jurisdiction for:

• Intellectual property infringement
• Breach of confidentiality obligations
• Other urgent matters requiring immediate relief

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13. General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy and Data Processing Addendum (for applicable customers), constitute the entire agreement between you and us.
• Data Processing: The parties agree to comply with the HAS Data Processing Addendum, which is hereby incorporated into these Terms by reference for all customers acting as Data Controllers under GDPR, CCPA, or similar privacy regulations.
• Severability: If any provision is found unenforceable, the remaining provisions remain in effect.
• Waiver: Our failure to enforce any right or provision is not a waiver of that right.
• Assignment: You may not assign your rights without our consent. We may assign our rights freely.
• Force Majeure: We are not liable for delays or failures due to circumstances beyond our reasonable control.
• Notices: We may provide notices via email, in-app notifications, or posting on our website.
• Independent Contractors: These Terms do not create a partnership, joint venture, or employment relationship.

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14. Changes to These Terms

We may update these Terms at any time. We will notify you of material changes by:

• Posting the updated Terms with a new "Last Updated" date
• Sending an email notification for significant changes
• Displaying an in-app notification

Your continued use of the Service after changes take effect constitutes your acceptance of the updated Terms. If you do not agree, you must stop using the Service.

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15. Non-Solicitation of Employees

During the term of these Terms and for twelve (12) months following termination, you agree not to, directly or indirectly:

• Solicit, recruit, or hire any employee, contractor, or consultant of Orvia Technologies, Inc. who:
  • Provided services to you during your use of the Service, or
  • You became aware of through your use of the Service
• Encourage any such individual to leave their position with Orvia Technologies, Inc.
• Interfere with the relationship between Orvia Technologies, Inc. and any of its employees or contractors

Exclusions: This restriction does not apply to:

• General job postings not specifically targeted at Orvia Technologies, Inc. employees
• Individuals who independently apply to your company without solicitation
• Individuals whose employment with Orvia Technologies, Inc. ended more than six (6) months prior

Liquidated Damages: In the event of a breach, you agree to pay Orvia Technologies, Inc. liquidated damages equal to twelve (12) months of the hired individual's salary or $50,000 USD, whichever is greater, as a reasonable estimate of damages that would be difficult to calculate precisely.

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16. Contact Information

For questions about these Terms or to exercise your rights, contact us: