Terms of Service

1. Acceptance of Terms

1.1 Binding Agreement. These Terms constitute a legally binding agreement between you ("Customer," "you," or "your") and Ollify LLC, a Mississippi limited liability company ("Ollify," "we," "us," or "our") (each a "Party" and together the "Parties"), governing your access to and use of the Ollify platform and all related services, features, content, and functionality (collectively, the "Service"). By clicking "I Agree" (or a similar confirmation), creating an account, or accessing or using the Service, you agree to be bound by these Terms.

1.2 Updates to Terms. We reserve the right to update or modify these Terms at any time. Whether a change takes effect when we post it or only after advance notice depends on whether the change is material, as described below.

1. (a)

   Non-Material Changes. Changes that do not materially and adversely affect your rights or obligations — including corrections of errors, clarifications, formatting or reorganization, the addition of new optional features, and changes in your favor — take effect on the date we post the updated Terms with a new Last Updated date. We will tell you inside the Service.

2. (b)

   Material Changes. A "Material Change" is a change that materially and adversely affects your rights or obligations — including a change adverse to you in fees or the basis on which fees are calculated, the limitation of liability or any indemnity, the dispute resolution provisions, our rights to use, retain or disclose your data, the term, renewal or termination provisions, or any obligation imposed on you that is materially more onerous. A change that is adverse to any group of affected customers is treated as a Material Change as to those customers. For a Material Change we will give you at least thirty (30) days' advance notice, delivered by email to the address associated with your account, by notice inside the Service, and by posting the updated Terms with a new Effective Date — all three, not any one of them. A Material Change takes effect on the Effective Date stated in the notice, which will be no earlier than thirty (30) days after the notice is given. For a change to the price or terms of a paid plan or add-on, the Effective Date will also be no earlier than your next renewal or order after the notice period. If you do not wish to continue under a Material Change, tell us at legal@ollify.app during the notice period: you may terminate your subscription effective on the Effective Date of the change (or any earlier date you choose), we will refund the pro-rata portion of any prepaid, unused fees for the period after termination, and until your termination takes effect the version of these Terms you last accepted continues to govern. You will not be locked out of the Service, and you will not lose access to your data, because you declined a Material Change during the notice period. We may make a change effective on shorter notice, or immediately, only where required by law, a regulator, a carrier, an application store or other platform requirement, or to address a security or abuse risk — and where we do, we will give notice as soon as practicable and you keep the termination and refund rights above.

3. (c)

   Dispute Resolution Changes Always Material. Notwithstanding the "materially and adversely" test in subsection (b), any change to the arbitration agreement or class action waiver in Section 17 is always treated as a Material Change and is handled under subsection (b), whether or not it is adverse to you. A change to Section 17 applies only to disputes that arise after the change takes effect.

1.3 Additional Policies. These Terms incorporate by reference our Privacy Policy, Data Processing Agreement ("DPA"), and Acceptable Use Policy ("AUP"), each published under ollify.app/legal. If you enable Text Messaging Features, our Messaging Program Terms, available at ollify.app/legal/messaging-program-terms, are also incorporated by reference and apply to that feature from the time you enable it. In the event of a conflict between these Terms and any incorporated policy, these Terms control, except that the DPA controls on matters of personal data processing. Where a customer has separately executed a Master Service Agreement (MSA) with Ollify, the MSA supersedes and replaces these Terms of Service in their entirety with respect to that customer's use of the Service from the effective date of the MSA forward. The Olli Actions Supplemental Terms at ollify.app/legal/olli-actions-terms apply to the Olli Actions subscription and to prepaid action packs, from the time you subscribe or buy.

2. Account Registration and Eligibility

2.1 Eligibility. To use the Service, you must be:

1. (a)

   at least eighteen (18) years of age; or

2. (b)

   a business entity with the legal authority to enter into these Terms.

By accessing the Service, you represent and warrant that you meet these requirements.

2.2 Registration. To access most features of the Service, you must create an account. You agree to provide accurate, complete, and current registration information and to keep that information up to date. Providing false or misleading registration information is grounds for immediate suspension or termination.

2.3 Account Security. You are responsible for maintaining the confidentiality of your account credentials and for all activity occurring under your account, whether or not authorized by you. You agree to notify us immediately at support@ollify.app upon discovering any unauthorized access to or use of your account. Ollify is not liable for any loss or damage arising from your failure to maintain account security.

2.4 One Account per Business. Each business entity may maintain one primary account. Creating multiple accounts to circumvent usage limits, subscription tiers, or any suspension is prohibited and may result in termination of all related accounts.

3. Service Description

3.1 Platform Overview. Ollify is a multi-tenant software-as-a-service platform designed for business management. Core features include job management, workflow automation, scheduling, file storage, document management, digital forms, and entity management (CRM-like functionality). Specific features available to your account depend on your subscription tier as shown in the Service at the time of purchase.

3.2 Mapping Features. The Service includes mapping and geolocation functionality powered by Mapbox; your use of those features is subject to Mapbox's terms, and address and map information transmitted to Mapbox is governed by Mapbox's privacy policy.

3.3 Text Messaging Features. The Service includes text messaging (SMS/MMS) functionality that allows you to send text messages to your own clients, drivers, contractors, or other contacts ("Text Messaging Features"). Text Messaging Features are being enabled following launch; until then, this Section describes the terms that will apply once available. Text Messaging Features use a double opt-in workflow: the Service sends a single opt-in invitation identifying your business and Ollify (e.g., "[Your Business] (via Ollify)"), and no further messages are sent to a recipient unless they affirmatively reply "YES." You are solely responsible for obtaining and documenting prior express consent from each recipient before messaging them, and for complying with the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act (where applicable), and all other applicable telemarketing and messaging laws. You must honor opt-out requests (including "STOP" replies) promptly, and may not attempt to bypass, circumvent, or disable the double opt-in workflow. Standard message and data rates charged by the recipient's carrier may apply. Ollify is not responsible for carrier charges, message delivery failures, or your compliance with applicable consent and opt-out requirements. Your use of Text Messaging Features is further subject to the Acceptable Use Policy and to our Messaging Program Terms, available at ollify.app/legal/messaging-program-terms, which govern this feature in full and which you accept when you enable it.

3.4 Service Availability. We will use commercially reasonable efforts to make the Service available as described in our Service Level Agreement ("SLA") at ollify.app/legal/service-level-agreement. The Service is provided subject to availability and scheduled or emergency maintenance. We do not guarantee uninterrupted access and are not liable for downtime or unavailability not caused by our gross negligence or willful misconduct.

3.5 AI Features. The Service includes features powered by artificial intelligence ("AI Features"), including Olli, our built-in assistant. AI Features are identified as AI within the Service. Olli answers questions about how to use the Service using Ollify's published help guides. Olli can also look up information in your workspace that the user asking is permitted to see, unless your administrator has turned that off or excluded it, and can propose changes to your records, which take effect only if the user confirms them. Olli can do no more than the user who is asking can do, and it never sends an email, text or other message to anyone. Output produced by AI Features is generated automatically, may be inaccurate or incomplete, and is provided for your convenience only. It is not professional, legal, financial, or compliance advice, and Ollify does not warrant its accuracy. You are responsible for reviewing AI output before relying on it or acting on it. Text you submit to an AI Feature, and, where an AI Feature looks up or proposes to change data in your workspace, the Customer Data it retrieves or proposes to change and the page you are viewing, is processed by Ollify's AI subprocessor as described in our Privacy Policy, DPA, and subprocessor list, and Ollify does not use it to train AI models. You will not submit to an AI Feature any information that Section 8.2 or the DPA prohibits you from submitting to the Service, including PHI. A plain-language description of Olli is available at ollify.app/legal/olli-explainer; it does not modify these Terms. Ollify may suspend access to AI Features for any user who violates these Terms or the AUP. Where an AI Feature can change data in your workspace, the change is shown to the user as a preview and takes effect only when the user confirms it, and you are responsible for every change you or your users confirm. Olli's actions are limited by a monthly allowance. Your administrator controls whether Olli's data and action features are on for your business and which categories of data Olli may use, and paid plans add controls for individual roles and people. Additional AI Features may be subject to additional terms presented when you enable them. Every workspace includes a free monthly allowance of actions (changes Olli makes after a user confirms them), shared by the whole workspace, as shown in the Service. The free allowance resets each month on your billing date, and unused free actions do not carry over. The Olli Actions subscription and prepaid action packs are governed by the Olli Actions Supplemental Terms. A proposal expires after 60 minutes, and a plan of several changes runs step by step, with later steps skipped if one fails and no automatic undo. Reversing a change through Olli is a new action. Olli can misunderstand a request, choose the wrong record, or be misled by text written by other people in a record, so review every preview before you confirm it. Confirming an action is the same as making the change yourself, and Ollify is not responsible for loss caused by an action you confirmed or by AI output you did not review.

4. Pricing and Payment

4.1 Subscription Plans. Access to the Service requires an active paid subscription. Subscription plans, features, and pricing are shown in the Service at the time you subscribe. We reserve the right to change pricing at any time with at least thirty (30) days' advance notice, whether the price is monthly or annual. Price changes take effect at your next renewal after the notice period, and we do not change the price of a term you have already paid for. For an annual plan, the renewal notice states the exact price of that renewal, and that price applies to that renewal. Add-ons are billed on the same cycle as your subscription plan: if you are on annual billing, any add-on you add is billed annually as well, and the same applies to monthly billing. This keeps your subscription on a single renewal date and avoids an add-on with a different cycle affecting when your plan renews or ends. Olli Actions follows this rule like any other add-on: it is billed monthly on a monthly plan and annually on an annual plan. Extra actions are sold only as one-time prepaid packs that an administrator buys on purpose; Ollify never charges for AI usage automatically. Packs are described in the Olli Actions Supplemental Terms.

4.2 Payment Processing. All payments are processed through Stripe, Inc. Ollify LLC is the merchant of record for your subscription charge, and Ollify's name will appear on your billing statement. Stripe is the payment processing gateway only; Ollify, not Stripe, is the party responsible for the transaction, including refunds and any chargeback. By providing payment information, you authorize Ollify to charge your selected payment method through Stripe for all applicable fees, including the automatic charge described in Section 4.2A at the end of a free trial you have not cancelled. Your payment information is processed and stored by Stripe subject to Stripe's terms and privacy policy. Ollify does not store your full payment card details.

4.2A Free Trial. Where offered, the free trial lasts fourteen (14) days and requires a valid payment method at signup. Your card will not be charged during the trial. We will send you a reminder at least three (3) days before your trial ends and you are charged. If you do not cancel before the trial ends, we will automatically charge the card on file for the plan and any add-ons you selected, and your subscription will continue until you cancel. The exact amount you will be charged and the date of the charge are shown to you before you enter payment information. Certain add-ons, when added during an active free trial, immediately end your free trial and convert your subscription to paid; you will be charged at that time for the base plan and any add-ons selected, and the amount you will be charged is shown to you before the add-on is confirmed. As of the Effective Date, Customer Messaging is designated as a trial-ending add-on, though the feature itself is being enabled following launch and is not yet available for selection. Ollify may designate additional add-ons as trial-ending in the future. Any add-on not designated as trial-ending shares the same trial end date as your free trial; you are not charged at the time you add it, and it is instead reflected in the first invoice issued when your free trial ends. The updated total is shown to you before the add-on is confirmed. You may cancel at any time before the trial ends, at no charge, using the cancellation method described in Section 13.3.

4.2B Adding Seats and Add-Ons Mid-Cycle. When you add a user seat or an add-on in the middle of a billing period, Ollify charges a prorated amount for the remainder of the current billing period, calculated based on the number of days remaining in that period; the full price for that seat or add-on applies starting at your next billing cycle. For example, if you add a seat with fifteen (15) days remaining in a monthly billing period, you are charged for those fifteen (15) days only, and the full monthly price for that seat applies at your next renewal. For annual subscriptions, if you add a seat three (3) months into your annual term, you are charged a prorated amount for the remaining nine (9) months of the current term, and the full annual price for that seat applies at your next annual renewal.

4.2C Backup Payment Methods. You may designate a payment method on file as a backup payment method. This designation is not yet used to automatically charge that payment method if your primary payment method is declined or fails; Ollify may add automatic backup billing in a future release. You may remove or change your backup payment method designation at any time in Management → Billing.

4.3 Auto-Renewal — Important Notice. YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH SUBSCRIPTION PERIOD FOR THE SAME DURATION AND AT THE THEN-CURRENT PRICE UNLESS YOU CANCEL BEFORE THE RENEWAL DATE. For monthly subscriptions, your subscription renews monthly. For annual subscriptions, your subscription renews annually. You will be charged on each renewal date to the payment method on file. We will send you a renewal reminder email at least thirty (30) days before each annual renewal. To cancel, follow the cancellation instructions in Section 13.3 or contact us at support@ollify.app. Cancellation takes effect at the end of the current subscription period.

4.4 Late Payment. We may charge interest on overdue amounts at up to one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less. We reserve the right to suspend your access to the Service for non-payment following fourteen (14) days' written notice.

4.5 Suspension for Non-Payment. If your account is suspended for non-payment, your account becomes read-only: you can sign in and view your data, but cannot make changes, add users, or use paid features, and your billing page remains reachable so you can view amounts owed and pay them. Your data is retained for sixty (60) days from the suspension date. If your subscription has not been cancelled, paying all outstanding amounts within that period automatically restores your access. If your subscription has been cancelled, or the sixty (60) day period has elapsed, reactivation requires contacting Ollify support. After sixty (60) days of suspension without payment, your account may be deactivated, after which Section 13.5 governs the retention and deletion of your data.

4.6 Taxes. Subscription fees are exclusive of all applicable taxes. You are responsible for all taxes, levies, and duties applicable to your subscription. We will collect taxes where required by law.

4.7 Refunds. Refunds are governed exclusively by our Refund and Cancellation Policy, available at ollify.app/legal/refunds. If this Section 4.7 conflicts with the Refund and Cancellation Policy, the Refund and Cancellation Policy controls.

4.8 Orders and Authorization. Users with billing access may place orders on your business's behalf, and your business is responsible for every order they place. Each purchase of a plan, seat, add-on or pack is an order under these Terms. Before each charge, we show the amount, how often it recurs, the start date, the payment method (the last four digits of the card or bank account) and how to cancel, and we record your authorization.

If you pay by bank debit, each debit equals your seats multiplied by the price per seat, plus any proration, add-ons and tax shown on your invoice. A bank debit settles in two to four business days. Removing the bank account revokes the authorization for later debits.

5. License Grant

5.1 License. Subject to your compliance with these Terms and payment of all applicable fees, Ollify grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during your subscription term to access and use the Service solely for your internal business purposes and in accordance with these Terms and our published help guides and product documentation (the "Documentation").

5.2 Restrictions. You may not:

1. (a)

   copy, modify, adapt, translate, or create derivative works of the Service or Documentation;

2. (b)

   reverse engineer, disassemble, decompile, or attempt to derive the source code of the Service;

3. (c)

   sell, resell, sublicense, rent, lease, or otherwise transfer access to the Service to any third party;

4. (d)

   use the Service to build a competing product or service;

5. (e)

   remove or obscure any proprietary notices or labels;

6. (f)

   use the Service in any way that violates these Terms, our AUP, or applicable law; or

7. (g)

   use automated means to scrape, crawl, or extract data from the Service without our prior written consent.

5.3 Reservation of Rights. All rights not expressly granted in Section 5.1 are reserved by Ollify. No license is granted to Ollify's intellectual property except as expressly stated in these Terms.

6. Customer Data

6.1 Your Ownership. As between you and Ollify, you own all data, content, and information that you submit to or through the Service ("Customer Data"). Ollify claims no ownership of your Customer Data.

6.2 License to Ollify. You grant Ollify a limited, non-exclusive, worldwide license to host, store, process, transmit, and display Customer Data solely as necessary to provide the Service, fulfill our obligations under these Terms, and as directed by you. Ollify will not use Customer Data to develop competing products, or for any purpose other than providing the Service, without your prior written consent. When you or your users use an AI Feature that reads Customer Data, you instruct Ollify to transmit that Customer Data to Ollify's AI subprocessor to generate the response, as described in the DPA.

6.2A Usage Data. Separately from Customer Data, Ollify collects usage data about how the Service is used — such as features accessed, actions taken, and session activity — whether or not the Service uses cookies to do so. You agree that Ollify may use this usage data for security monitoring, providing support, and improving the Service, including using aggregated or de-identified usage data to develop new features. This Section, not any cookie consent mechanism, is what authorizes Ollify's use of in-app usage data.

6.3 Data Processing. The processing of personal data within Customer Data is governed by our Data Processing Agreement ("DPA"), available at ollify.app/legal/dpa. By using the Service, you agree to the terms of the DPA.

6.4 Data Export. You may export your Customer Data at any time using the export tools available in the Service. Upon termination or expiration of your subscription, your Customer Data will remain available for export for sixty (60) days, after which your account is deactivated and your Customer Data is retained and then deleted in accordance with our published retention schedule and the DPA, including deletion on written request. We recommend maintaining your own backups of Customer Data outside the Service.

6.5 Your Responsibility for Customer Data. You are solely responsible for the accuracy, legality, and appropriateness of all Customer Data you submit to the Service. You represent and warrant that you have all rights, consents, and permissions necessary to submit Customer Data to the Service and to grant Ollify the license in Section 6.2.

7. Intellectual Property

7.1 Ollify IP. The Service, including all software, technology, content, designs, algorithms, user interfaces, trademarks, service marks, logos, and Documentation, is the property of Ollify LLC and is protected by applicable intellectual property laws. "Ollify" and all related names, logos, and marks are trademarks of Ollify LLC. Nothing in these Terms grants you any right to use Ollify's trademarks or other intellectual property except as expressly provided.

7.2 No License to Ollify IP. Except for the limited license in Section 5.1, you receive no license, right, title, or interest in Ollify's intellectual property by virtue of these Terms or your use of the Service.

7.3 Feedback. If you provide feedback, suggestions, or ideas about the Service ("Feedback"), you grant Ollify a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to use, copy, modify, publish, and incorporate such Feedback into the Service or other products without restriction or obligation to you. You waive any claims you may have arising from Ollify's use of Feedback.

8. Acceptable Use

8.1 AUP. Your use of the Service is subject to our Acceptable Use Policy ("AUP") available at ollify.app/legal/acceptable-use-policy, incorporated herein by reference. The AUP describes permitted and prohibited uses of the Service.

8.2 Prohibited Uses. Without limiting the AUP, you agree not to use the Service to:

1. (a)

   violate any applicable law or regulation;

2. (b)

   infringe or misappropriate the intellectual property rights of any third party;

3. (c)

   transmit malicious code, viruses, or disruptive data;

4. (d)

   harass, threaten, or harm any person;

5. (e)

   send unsolicited bulk communications;

6. (f)

   circumvent security measures or access controls;

7. (g)

   interfere with or disrupt the integrity or performance of the Service;

8. (h)

   process federal-restricted data (including Controlled Unclassified Information) or Protected Health Information (PHI) — Ollify does not offer, and will not sign, a Business Associate Agreement, and the Service is not designed or warranted for HIPAA-covered use; or

9. (i)

   engage in any activity that could expose Ollify to legal liability.

8.3 AUP Violations. A violation of the AUP is a violation of these Terms. Violation of the AUP is grounds for immediate suspension or termination of your account, at Ollify's sole discretion, with or without notice depending on the severity of the violation.

9. Third-Party Services

9.1 Subprocessors. The Service operates with the assistance of third-party subprocessors to deliver features and functionality. A current list of our subprocessors is published at ollify.app/legal/subprocessors. By using the Service, you acknowledge and agree that your Customer Data may be processed by these subprocessors in accordance with our DPA.

9.2 Mapbox. The Service integrates with Mapbox, Inc. for mapping and geolocation features. Your use of these features is subject to the Mapbox Terms of Service and Privacy Policy. Location data and related information transmitted to Mapbox through your use of the Service is processed by Mapbox under their terms.

9.3 Third-Party Terms. Your use of third-party services integrated with the Service may be subject to the terms and privacy policies of those third parties. Ollify is not responsible for third-party services, their terms, their availability, or their data practices. Disputes regarding third-party services must be resolved with the applicable third party.

9.4 Changes to Subprocessors. We will notify you of material changes to our subprocessors in accordance with the DPA.

10. Warranties and Disclaimers

10.1 Ollify's Limited Warranty. Ollify warrants that the Service will perform materially in accordance with our Documentation during your subscription term. If the Service fails to materially conform to this warranty, your sole remedy is to notify us at support@ollify.app and we will use commercially reasonable efforts to correct the issue. If we cannot correct a material non-conformity within thirty (30) days, you may terminate your subscription and receive a pro-rata refund of prepaid fees for the unused subscription period. This warranty does not cover the accuracy or completeness of output generated by AI Features, which is addressed in Section 3.5.

10.2 Your Warranties. You represent and warrant that:

1. (a)

   you have the authority to enter into these Terms;

2. (b)

   all information you provide in connection with your account is accurate;

3. (c)

   Customer Data is lawful and does not violate any third-party rights;

4. (d)

   you will not submit PHI or federal-restricted data to the Service; and

5. (e)

   your use of the Service will comply with all applicable laws.

10.3 Disclaimer of Warranties. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 10.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OLLIFY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. OLLIFY DOES NOT WARRANT THAT THE SERVICE WILL MEET ALL OF YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR BE FREE FROM ERRORS OR SECURITY VULNERABILITIES. OLLIFY DOES NOT WARRANT THAT OUTPUT GENERATED BY AI FEATURES WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR YOUR PURPOSES.

10.4 No Uptime Guarantee. THE SERVICE IS SUBJECT TO SCHEDULED MAINTENANCE, EMERGENCY MAINTENANCE, AND EVENTS OUTSIDE OLLIFY'S CONTROL. OLLIFY DOES NOT GUARANTEE UNINTERRUPTED ACCESS TO THE SERVICE AND DOES NOT REPRESENT THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LEVEL OF AVAILABILITY.

11. Limitation of Liability

11.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OLLIFY OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, CONTRACTORS, OR LICENSORS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE, EVEN IF OLLIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Aggregate Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OLLIFY'S TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO OLLIFY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Uncapped Liability. The exclusions and limitations in Sections 11.1 and 11.2 do not apply to:

1. (a)

   damages arising from Ollify's gross negligence or willful misconduct; or

2. (b)

   any liability that cannot be limited under applicable law.

11.4 Essential Basis. The limitations of liability in this Section reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between you and Ollify. Ollify would not provide the Service without these limitations.

12. Indemnification

12.1 Ollify Indemnification. Ollify will defend you against any third-party claim alleging that the Service, as provided by Ollify and used in accordance with these Terms, directly infringes or misappropriates a third party's intellectual property rights ("IP Claim"), and will indemnify you for damages, settlements, and reasonable attorneys' fees finally awarded. This obligation is subject to the aggregate cap in Section 11.2 and the following exclusions.

12.2 IP Indemnification Exclusions. Ollify has no obligation under Section 12.1 to the extent the IP Claim arises from:

1. (a)

   your modification of the Service;

2. (b)

   your combination of the Service with data, software, or services not provided by Ollify, if the infringement would not have occurred without the combination;

3. (c)

   your use of the Service in violation of these Terms or our Documentation;

4. (d)

   your use of the Service after Ollify has notified you of a potential IP claim;

5. (e)

   Customer Data; or

6. (f)

   output generated by AI Features.

12.3 Customer Indemnification. You will defend Ollify and its affiliates, directors, officers, and employees against any third-party claim arising from:

1. (a)

   your or your users' use of the Service in violation of these Terms or applicable law;

2. (b)

   your breach of any representation or warranty in Section 10.2;

3. (c)

   Customer Data, including any claim that Customer Data infringes a third party's rights; or

4. (d)

   your submission of PHI or federal-restricted data to the Service in violation of Section 8.2.

You will pay all damages, settlements, and reasonable attorneys' fees finally awarded.

12.4 Indemnification Process. The indemnified party must:

1. (a)

   promptly notify the indemnifying party in writing of the claim;

2. (b)

   grant the indemnifying party sole control of defense and settlement; and

3. (c)

   provide reasonable cooperation.

The indemnifying party may not settle any claim that admits liability of or imposes obligations on the indemnified party without prior written consent.

13. Term and Termination

13.1 Term. These Terms are effective on the date you first access the Service and continue until your subscription expires or is terminated.

13.2 Subscription Term. Your subscription term is monthly or annual as selected at signup. Monthly subscriptions renew on your monthly billing date. Annual subscriptions renew annually on the anniversary of your initial subscription date.

13.3 Customer Cancellation. You may cancel your subscription at any time in your account settings inside the Service, or by emailing support@ollify.app. Cancellation takes effect at the end of your current subscription period. You will retain access to the Service until the end of the current period. We do not provide refunds for partial subscription periods following cancellation, except as required by applicable law.

13.4 Ollify Termination Rights. Ollify may suspend or terminate your account immediately upon written notice (or without notice in cases of severe AUP violations or security threats) if:

1. (a)

   you fail to pay any amount due within fourteen (14) days of written notice;

2. (b)

   you materially breach these Terms and fail to cure within thirty (30) days of written notice;

3. (c)

   you violate the AUP;

4. (d)

   you become insolvent or subject to bankruptcy proceedings; or

5. (e)

   Ollify is required to do so by applicable law.

13.5 Effect of Termination. Upon termination or expiration:

1. (a)

   your license to use the Service terminates immediately, except that your account owner and administrators may sign in read-only during the sixty (60) day export window to export your Customer Data;

2. (b)

   all outstanding fees become immediately due and payable;

3. (c)

   your Customer Data will be available for export for sixty (60) days, after which your account is deactivated and your Customer Data is retained and then deleted in accordance with our published retention schedule and the DPA (deletion available on written request), except that we keep records of your purchases and authorizations for seven (7) years after your account is deleted, as described in our Privacy Policy; and

4. (d)

   provisions that by their nature should survive will survive, including Sections 1, 6.1, 7, 11, 12, 14, 17, and 18.

14. Confidentiality

14.1 Mutual Confidentiality. Each Party ("Receiving Party") agrees to keep the other Party's ("Disclosing Party's") Confidential Information strictly confidential and to use it only in connection with these Terms. "Confidential Information" means any non-public information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including the terms of these Terms, technical information, business strategies, pricing, and Customer Data.

14.2 Exclusions. Confidentiality obligations do not apply to information that:

1. (a)

   is or becomes publicly known through no breach of these Terms;

2. (b)

   was rightfully known before disclosure;

3. (c)

   is independently developed without use of Confidential Information; or

4. (d)

   must be disclosed by law, provided the Receiving Party gives prompt written notice and cooperates in seeking a protective order.

14.3 Survival. Confidentiality obligations survive termination of these Terms for five (5) years for general Confidential Information, and indefinitely for trade secrets.

15. Data Privacy

15.1 Privacy Policy. Our collection and use of your personal data is governed by our Privacy Policy available at ollify.app/legal/privacy. By using the Service, you acknowledge that you have read and understand our Privacy Policy.

15.2 DPA. If you are a business customer and the Service involves the processing of personal data on your behalf, our Data Processing Agreement ("DPA") applies to that processing, and you accept it when you sign up. Our DPA is available at ollify.app/legal/dpa. In the event of a conflict between these Terms and the DPA on data protection matters, the DPA controls.

15.3 CCPA. If you are a California resident or business, our Privacy Policy and California Privacy Notice (ollify.app/legal/california-privacy-notice) include the disclosures required under the California Consumer Privacy Act ("CCPA"), including information about your rights and how to exercise them.

16. Force Majeure

Neither Party will be liable for any delay or failure to perform its obligations under these Terms (except for payment obligations) if such delay or failure is caused by circumstances beyond that Party's reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, labor disputes, governmental actions, third-party service outages, or widespread internet or infrastructure failures ("Force Majeure Event"). The affected Party will:

1. provide prompt written notice to the other Party;

2. use commercially reasonable efforts to minimize the impact and resume performance; and

3. if the Force Majeure Event continues for more than sixty (60) days, either Party may terminate the affected subscription upon written notice.

For avoidance of doubt, payment obligations are not excused by Force Majeure.

17. Dispute Resolution

17.1 Informal Resolution. Before initiating any formal legal proceeding, you agree to contact us at legal@ollify.app and attempt to resolve the dispute informally for at least thirty (30) days. This does not apply to requests for emergency injunctive relief.

17.2 Binding Arbitration. If informal resolution fails, any dispute, controversy, or claim arising out of or relating to these Terms or the Service will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Consumer or Commercial Arbitration Rules, as applicable. Arbitration will be conducted by a single arbitrator in English. The arbitrator's decision is final and binding and may be enforced in any court of competent jurisdiction.

17.3 Governing Law and Venue. These Terms are governed by the laws of the State of Mississippi, without regard to conflict of laws principles. For any matters not subject to arbitration (including emergency injunctive relief), each Party consents to the exclusive jurisdiction of the state and federal courts located in Mississippi.

17.4 Class Action Waiver. YOU AND OLLIFY EACH WAIVE THE RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE. ALL CLAIMS MUST BE BROUGHT IN YOUR OR OUR INDIVIDUAL CAPACITY ONLY.

17.5 Small Claims. Notwithstanding Section 17.2, either Party may bring an individual action in small claims court if the claim qualifies under the applicable small claims court rules.

17.6 Time Limitation. ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE THE CAUSE OF ACTION FIRST AROSE, OR SUCH CLAIM IS PERMANENTLY WAIVED AND BARRED.

17.7 Jury Trial Waiver. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND OLLIFY EACH WAIVE ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE.

18. General Provisions

1. Entire Agreement. These Terms, including all incorporated policies and any order form executed between the Parties, constitute the entire agreement between you and Ollify with respect to the Service and supersede all prior and contemporaneous agreements and understandings.

2. Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and all other provisions remain in full force and effect.

3. No Waiver. Ollify's failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision. Any waiver must be in writing signed by Ollify.

4. Assignment. You may not assign, transfer, or delegate your rights or obligations under these Terms without Ollify's prior written consent. Ollify may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, with notice to you. Any purported assignment in violation of this provision is void.

5. Notices. Legal notices to Ollify must be sent to legal@ollify.app or by certified mail to Ollify LLC, 901 N State St. STE N, Jackson, MS 39202. Notices to you will be sent to the email address associated with your account.

6. Electronic Execution. These Terms may be accepted electronically. Electronic acceptance is legally binding to the same extent as a written signature.

7. Headings. Section headings are for convenience only and do not affect interpretation.

8. No Third-Party Beneficiaries. These Terms are for the sole benefit of you and Ollify and do not create any third-party beneficiary rights.

9. Relationship of Parties. You and Ollify are independent contractors. These Terms do not create an agency, partnership, joint venture, or employment relationship.

10. Export Compliance. You will comply with all applicable U.S. and international export control laws and regulations in connection with your use of the Service.

11. Government Use. If you are a U.S. government entity, the Service constitutes "commercial items" as defined under applicable federal acquisition regulations.

12. Feedback. If you contact us with suggestions or feedback, you grant us the right to use that feedback as described in Section 7.3 without any obligation to you.

19. Contact Information

If you have questions about these Terms or the Service, please contact us: