Terms of Service

"Account" means the registered account established to access and use the Services.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting interests or equivalent decision-making authority.

"AI Services" means any artificial intelligence, machine learning, large language model, generative AI, recommendation engine, predictive analytics, scoring engine, automated workflow, intelligent assistant, or similar capability made available through the Services now or in the future.

"AI Output" means any recommendation, report, analysis, prediction, summary, insight, draft communication, relationship suggestion, workflow recommendation, generated content, or other output produced by the AI Services.

"Authorized User" means any employee, contractor, advisor, consultant, agent, or other individual authorized by Customer to access the Services under Customer's subscription.

"Relationship Partner" means an individual, organization, advisor, partner, or other participant that facilitates introductions, referrals, strategic relationships, partnerships, business opportunities, or relationship-driven revenue through the Services.

"Customer Data" means all information, documents, records, contacts, CRM records, uploaded files, relationship information, prompts, knowledge bases, communications, metadata, analytics, business information, personal information, and other content submitted to the Services by or on behalf of Customer. Customer Data expressly excludes Usage Data, aggregated statistics, anonymized information, and AI system improvements that do not identify Customer or any individual.

"Documentation" means user guides, technical documentation, API documentation, implementation materials, knowledge base articles, and other materials provided by Orvitt regarding the Services.

"Relationship Intelligence" means analyses, recommendations, scores, rankings, insights, predictions, relationship mappings, opportunity assessments, referral pathways, attribution models, ecosystem analyses, or similar intelligence generated through the Services.

"Services" means all products, software, SaaS offerings, AI Services, APIs, Documentation, Professional Services, websites, applications, browser extensions, mobile applications, enterprise features, marketplaces, support services, future products, and related offerings made available by Orvitt.

"Subscription" means Customer's paid or unpaid right to access designated Services during the applicable subscription term.

"Usage Data" means telemetry, diagnostic information, feature usage metrics, system logs, device information, performance metrics, error reports, and similar operational information generated through use of the Services, provided such information does not identify Customer Data in a personally identifiable form.

Customer represents and warrants that it has full legal capacity to enter into these Terms, it will use the Services only for lawful business purposes, all registration information is accurate and current, it will maintain the accuracy of such information throughout the subscription term, and it will ensure that all Authorized Users comply with these Terms.

The Services are intended for business and professional use. They are not directed to children under the age of 18, and individuals under 18 may not create Accounts or use the Services.

Customer is responsible for all activities conducted through its Accounts and Authorized Users. Customer shall maintain appropriate administrative controls, promptly disable access for departing personnel, assign permissions consistent with the principle of least privilege, ensure compliance with applicable law, maintain accurate user information, and prevent unauthorized access.

Administrative users may assign permissions, manage workspaces, configure integrations, control security settings, access Customer Data within their organization's workspace, and perform other administrative functions. Customer acknowledges that Orvitt is entitled to rely upon actions taken by designated administrators.

Customer is responsible for maintaining the confidentiality of authentication credentials. Customer shall promptly notify Orvitt of any suspected unauthorized access, credential compromise, or security incident affecting Customer's Account.

Orvitt may suspend or restrict access where reasonably necessary to protect the security, integrity, or availability of the Services or to prevent fraud, abuse, or unauthorized activity. Customer remains responsible for all activities occurring under its Accounts unless caused solely by Orvitt's breach of these Terms.

Subject to these Terms and any applicable Order Form, Orvitt grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services solely for Customer's internal business operations.

Unless expressly stated in an Order Form, Customer's subscription does not convey ownership of the Services, source code, models, algorithms, software, documentation, or any intellectual property of Orvitt.

Orvitt may provide Professional Services including implementation, onboarding, enterprise deployment, relationship partner recruitment, advisor recruitment, relationship ecosystem design, workflow automation, CRM configuration, API implementation, AI configuration, strategic consulting, customer success services, managed services, enterprise optimization, training, documentation, and change management. Professional Services are governed by these Terms together with the applicable Statement of Work or Order Form.

Professional Services are consulting services. Except as expressly stated in writing, Orvitt does not guarantee revenue, introductions, partnerships, referrals, fundraising, enterprise contracts, sales outcomes, business opportunities, or financial performance.

Implementation Services may include discovery workshops, relationship ecosystem assessment, stakeholder interviews, relationship graph creation, relationship partner identification, advisor strategy, CRM integration, API implementation, enterprise configuration, security configuration, workspace creation, AI configuration, reporting dashboards, attribution setup, onboarding sessions, and administrator training. Implementation Services are collaborative. Customer acknowledges successful implementation depends upon Customer's active participation.

Where purchased, Managed Services may include ongoing operational support including relationship partner operations, advisor operations, ecosystem optimization, reporting, analytics, AI tuning, workflow improvements, strategic reviews, recurring business reviews, and customer success management. Managed Services supplement, but do not replace, Customer's internal management responsibilities.

Customer agrees to pay all Fees identified in the applicable Order Form. Unless otherwise specified: Fees are quoted in U.S. Dollars; Fees are non-refundable; Fees are exclusive of taxes. Invoices are due within thirty (30) days unless otherwise specified. Late payments may accrue interest at the lesser of 1.5% per month or the maximum amount permitted by law. Customer is responsible for all taxes associated with the Services except taxes based upon Orvitt's income. Orvitt may modify pricing for future Subscription Terms upon prior written notice.

Orvitt may offer free trials, proof-of-concept environments, pilot programs, evaluations, or demonstrations. Unless otherwise stated: free trials are provided "AS IS"; no service levels apply; no uptime commitments apply; data may be deleted following expiration; functionality may differ from production services. Orvitt may terminate free trials at any time.

From time to time Orvitt may provide Beta Features, including experimental functionality such as AI agents, predictive models, APIs, marketplace functionality, enterprise features, integrations, reporting tools, and automation capabilities. Beta Features may contain errors, may change substantially, may never become generally available, and are excluded from service commitments. Customer uses Beta Features entirely at its own risk.

Orvitt continually improves the Services. Accordingly, Orvitt may modify functionality, introduce new features, discontinue obsolete features, replace third-party components, improve AI models, update interfaces, and improve security controls. Where a modification materially reduces core purchased functionality, Orvitt will use commercially reasonable efforts to provide advance notice.

Orvitt will use commercially reasonable efforts to maintain availability of the Services. Customer acknowledges that uninterrupted availability cannot be guaranteed. Availability may be affected by scheduled maintenance, emergency maintenance, Internet failures, cloud provider outages, third-party service interruptions, force majeure events, cyberattacks, and governmental actions.

Orvitt may perform scheduled maintenance. Where reasonably practicable, maintenance will occur during off-peak hours and advance notice will be provided for planned maintenance likely to materially impact Customers. Emergency maintenance may occur without prior notice.

Support services are provided according to Customer's Subscription and may include knowledge base access, email support, customer portal, implementation assistance, onboarding, technical troubleshooting, and enterprise success management. Premium support may be governed by separate service descriptions.

Unless Customer has entered into a separate Service Level Agreement ("SLA"), Orvitt does not guarantee any specific uptime, response time, recovery time, or performance metrics. Enterprise customers purchasing premium support may receive separate SLA commitments under an executed Order Form or Enterprise Agreement.

Relationship Graphs may include combinations of Customer Data, AI-generated analyses, relationship mappings, scoring models, visualizations, metadata, and analytical outputs. Customer retains ownership of Customer Data incorporated into Relationship Graphs. Orvitt retains ownership of graph generation methodologies, graph architecture, scoring algorithms, visualization software, underlying AI models, analytical frameworks, system-generated metadata, and software used to generate Relationship Graphs. Nothing in these Terms transfers ownership of Orvitt's proprietary graph technology.

Relationship Intelligence is generated using combinations of Customer Data, AI Services, machine learning models, relationship analysis, business logic, and statistical methodologies. Relationship Intelligence constitutes informational assistance only. Customer remains solely responsible for business decisions made in reliance upon Relationship Intelligence. Relationship Intelligence does not constitute legal advice, investment advice, accounting advice, recruiting advice, employment advice, tax advice, or financial advice.

Relationship attribution reports, influence scores, relationship partner analytics, referral tracking, opportunity attribution, commission calculations, and similar analytics are operational business intelligence tools only and do not constitute legally binding determinations regarding ownership of opportunities, referral rights, commission entitlement, partnership compensation, revenue allocation, or contractual rights.

Where Orvitt makes APIs available, Customer may access such APIs solely in accordance with applicable Documentation. Customer shall not exceed rate limits, circumvent authentication, interfere with API availability, reverse engineer API functionality, or create competing services using the APIs. API specifications may evolve over time. Deprecated endpoints may be discontinued upon reasonable notice.

The Services may interoperate with third-party products including CRM systems, communication platforms, cloud providers, productivity software, identity providers, analytics providers, payment processors, and other integrations. Examples may include Salesforce, HubSpot, Microsoft 365, Google Workspace, Slack, Zoom, Microsoft Teams, LinkedIn (subject to applicable terms), and other third-party systems supported by Orvitt.

Customer's use of third-party services is governed by the terms of those providers. Orvitt is not responsible for third-party services, including their availability, functionality, security, or data handling practices. Orvitt is not responsible for API deprecations, authentication failures, synchronization delays, deleted records, interrupted workflows, rate limiting, revoked permissions, changes made by third-party providers, or outages affecting integrated services.

Customer authorizes Orvitt to access integrated systems solely as necessary to provide the Services. Customer represents that it possesses all necessary rights and permissions required for such integrations. Customer remains responsible for integration configurations, user permissions, third-party credentials, API credentials, and compliance with third-party agreements.

Certain components of the Services may include open-source software licensed under applicable open-source licenses. Nothing in these Terms limits Customer's rights under those licenses. To the extent required by applicable open-source licenses, the applicable license terms shall control solely with respect to those components.

Each party may receive Confidential Information from the other party. "Confidential Information" means non-public information disclosed in any form that a reasonable person would understand to be confidential, including business plans, software, technical information, customer lists, pricing, security information, product roadmaps, algorithms, source code, AI models, financial information, and proprietary methodologies.

The Receiving Party shall: use Confidential Information only for purposes of performing under these Terms; protect Confidential Information using at least reasonable care; and not disclose Confidential Information except to employees, contractors, advisors, or Affiliates who have a need to know and are bound by confidentiality obligations no less protective than those in these Terms.

Confidential Information does not include information that: is or becomes publicly available without breach of these Terms; was lawfully known to the Receiving Party before disclosure; is independently developed without use of the Disclosing Party's Confidential Information; or is lawfully obtained from a third party without a duty of confidentiality. If disclosure is required by law, regulation, or court order, the Receiving Party shall, where legally permitted, provide prompt notice to the Disclosing Party and cooperate in seeking appropriate protective measures.

Orvitt maintains administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, and destruction, including encryption in transit, least-privilege access controls, multi-factor authentication for privileged administrative access where available, logging and monitoring, vulnerability management, backup and disaster recovery procedures, and incident response processes. No security measure guarantees absolute protection.

Customer acknowledges that no system connected to the Internet can be guaranteed to be completely secure, and Orvitt does not warrant that unauthorized third parties will never be able to defeat its security measures.

Customer and its Authorized Users may voluntarily provide suggestions, ideas, enhancement requests, recommendations, corrections, comments, or other feedback regarding the Services ("Feedback"). Customer grants Orvitt a perpetual, irrevocable, worldwide, non-exclusive, transferable, sublicensable, royalty-free license to use, reproduce, modify, distribute, display, perform, commercialize, and otherwise exploit Feedback for any lawful purpose without restriction or obligation. Customer represents that providing Feedback does not violate any contractual or legal obligation owed to any third party.

Customer shall comply with the Orvitt Acceptable Use Policy, which is incorporated into these Terms by reference. Without limiting the Acceptable Use Policy, Customer shall not: use the Services for unlawful purposes; upload malicious code; attempt unauthorized access; interfere with Service availability; circumvent authentication mechanisms; misuse AI Services; violate applicable privacy laws; upload data without authorization; conduct spam campaigns; misuse APIs; impersonate another person or organization; attempt prompt injection; extract or discover system prompts; manipulate AI safety mechanisms; reverse engineer AI prompts or models; or scrape AI-generated outputs at scale. Violation of this Article may result in immediate suspension or termination.

To protect the integrity, security, and lawful operation of the Services, Orvitt may monitor system activity, network traffic, API usage, authentication events, and operational telemetry. Orvitt does not undertake a general obligation to monitor Customer Data or Customer activities. However, Orvitt may investigate suspected violations of these Terms and may take appropriate action, including suspension of Accounts, removal of unlawful content where legally required, restriction of API access, referral to law enforcement where required by applicable law, preservation of evidence, and cooperation with governmental authorities.

Orvitt respects the intellectual property rights of others. If any person believes that content made available through the Services infringes copyright, that person may submit a written notice identifying the copyrighted work, the allegedly infringing material, sufficient information to locate the material, contact information, and a statement made under penalty of perjury that the complaint is submitted in good faith. Where appropriate, Orvitt may remove or disable access to allegedly infringing content while investigating the complaint. Repeat infringers may have Accounts terminated.

Customer represents that neither Customer nor any Authorized User is located in a country subject to comprehensive trade embargoes applicable under United States law, identified on any applicable government restricted party list, or prohibited from receiving the Services under applicable export control laws. Customer shall comply with U.S. Export Administration Regulations, sanctions administered by OFAC, and all other applicable export control and trade laws. Customer shall not use the Services in connection with prohibited nuclear, missile, chemical, biological, or military end uses where restricted by law.

Customer represents that it is not owned or controlled by any sanctioned individual or entity. Customer shall not permit access to the Services in violation of applicable sanctions laws. Orvitt may suspend or terminate Services immediately if continued provision would violate applicable sanctions laws.

Customer shall defend, indemnify, and hold harmless Orvitt, its Affiliates, officers, directors, employees, contractors, licensors, successors, and assigns from and against any third-party claims, damages, liabilities, losses, costs, and reasonable attorneys' fees arising from or relating to: Customer Data; Customer's use of the Services; Customer's violation of these Terms; Customer's violation of applicable law; Customer's infringement of third-party rights; Customer's misuse of AI Services; or Customer's negligence or willful misconduct.

Orvitt shall promptly notify Customer of any indemnified claim, permit Customer to control the defense, and reasonably cooperate at Customer's expense. Customer shall not settle any claim imposing liability or obligations on Orvitt without Orvitt's prior written consent, not to be unreasonably withheld.

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ORVITT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, QUIET ENJOYMENT, AND SYSTEM INTEGRATION. ORVITT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR ALWAYS MEET CUSTOMER'S REQUIREMENTS, THAT AI OUTPUTS WILL BE ACCURATE, OR THAT RELATIONSHIP RECOMMENDATIONS WILL RESULT IN BUSINESS OPPORTUNITIES, SALES, REVENUE, INVESTMENT, OR PARTNERSHIP OUTCOMES. CUSTOMER ACKNOWLEDGES THAT AI SERVICES ARE INHERENTLY PROBABILISTIC AND MAY PRODUCE INACCURATE OR INCOMPLETE RESULTS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR CUSTOMER'S PAYMENT OBLIGATIONS, CUSTOMER'S INDEMNIFICATION OBLIGATIONS, CUSTOMER'S MISAPPROPRIATION OF ORVITT'S INTELLECTUAL PROPERTY, AND LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO ORVITT UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

The parties acknowledge that the disclaimers and limitations of liability set forth in these Terms form an essential basis of the bargain between the parties.

These Terms remain effective while Customer accesses or uses the Services. Either party may terminate these Terms: as provided in an applicable Order Form; upon expiration of the Subscription without renewal; for material breach not cured within thirty (30) days after written notice; or immediately if the other party becomes insolvent, enters bankruptcy, or ceases business operations.

Upon termination: Customer's license to use the Services immediately ends; Customer must cease all access to the Services; each party shall return or destroy the other party's Confidential Information, subject to legal retention obligations; and Orvitt may delete Customer Data in accordance with the Privacy Policy and DPA after any applicable post-termination retrieval period. Termination does not affect accrued rights, payment obligations, or provisions intended to survive.

These Terms, and any dispute arising out of or relating to them, shall be governed by the laws of the State of Florida, without regard to its conflict of laws principles.

Subject to Article 40, the state and federal courts located in Polk County, Florida, shall have exclusive jurisdiction over any legal action arising out of or relating to these Terms, and each party irrevocably submits to the personal jurisdiction of those courts.

Before initiating litigation, the parties agree to make a good-faith effort to resolve any dispute through negotiations between authorized representatives. If the dispute is not resolved within thirty (30) days after written notice, either party may pursue available legal remedies in accordance with Article 39.

Nothing in these Terms prevents either party from seeking temporary, preliminary, or permanent injunctive relief to protect intellectual property, Confidential Information, or other proprietary rights.

Neither party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including natural disasters, acts of God, war, terrorism, civil unrest, labor disputes, pandemics, governmental actions, Internet outages, cloud provider failures, utility failures, and cyberattacks not resulting from that party's failure to maintain commercially reasonable security measures. The affected party shall use commercially reasonable efforts to resume performance promptly.

Customer may not assign or transfer these Terms, whether by operation of law or otherwise, without Orvitt's prior written consent, except in connection with a merger, acquisition, or sale of substantially all of Customer's assets, provided the assignee agrees in writing to be bound by these Terms. Orvitt may assign these Terms without Customer's consent to an Affiliate or in connection with a merger, acquisition, corporate reorganization, financing, or sale of all or substantially all of its business or assets. Any prohibited assignment is void.

Legal notices under these Terms shall be provided in writing and delivered by recognized courier, certified mail, or email to the addresses designated by each party.

Notices to Orvitt shall be sent to:
AVILA ESSENCE LLC
7110 Pinehaven Dr., Lakeland, Florida 33810, United States

These Terms, together with the applicable Order Form, Privacy Policy, Data Processing Addendum, Acceptable Use Policy, Cookie Policy, AI Transparency Notice, Security Overview, and any Statement of Work, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, proposals, representations, and communications, whether oral or written.

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving its original intent.

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right or any other right. Any waiver must be in writing and signed by the waiving party.

The following provisions shall survive termination or expiration of these Terms: Intellectual Property; Customer Data licenses to the extent necessary for post-termination obligations; Confidentiality; Fees and Payment obligations; Indemnification; Disclaimers; Limitation of Liability; Governing Law; Dispute Resolution; Export Controls; Sanctions; Feedback; Survival; and any other provisions that by their nature are intended to survive.

Customer agrees that these Terms, any Order Form, notices, consents, and other communications may be provided electronically and that electronic signatures, click-through acceptance, and other electronic records satisfy any legal requirement that such communications be in writing.