Terms of Service

These Terms of Service ("Terms") govern your organization's access to and use of Solvue's on-device AI support platform ("Service"). By accessing or using the Service, you agree to be bound by these Terms. We've written these terms to be as clear as possible, so you can understand exactly what to expect from us and what we expect from you.

1. Definitions

To ensure clarity throughout this document, let's define a few key terms. When we say "Solvue," "we," "us," or "our," we are referring to Solvue, Inc. and our affiliates. The term "Customer," "you," or "your" refers to the organization that has entered into this agreement to use our Service. "Users" are the individuals you authorize to access and use the Service on your behalf. Finally, the "Service" encompasses the Solvue on-device AI support platform, including all related software, documentation, and services, while "Customer Data" refers to any data, content, or information processed by the Service for you.

2. Service Description

Solvue provides an AI-powered IT support solution designed to operate securely on end-user devices or within your private cloud infrastructure. Our Service analyzes screen context in real-time to provide immediate guidance and support for technical issues users may encounter.

2.1 Deployment Options

You can deploy Solvue in two primary ways. In an On-Device deployment, all AI processing occurs locally on the end-user's device, ensuring no visual data leaves the machine. Alternatively, a Private Cloud (VPC) deployment allows AI processing to occur securely within your own cloud infrastructure.

2.2 Service Capabilities

The core function of the Service is to provide guidance and recommendations for resolving IT issues. It is important to note that the Service does not automatically execute actions or make changes on behalf of users unless you have explicitly configured and authorized it to do so.

3. Account and Access

3.1 Account Registration

To get started with the Service, you'll need to register for an account. We ask that you provide accurate and complete information during this process. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

3.2 User Authorization

As the Customer, you have control over who uses the Service within your organization. You are responsible for authorizing Users, ensuring they comply with these Terms, and managing their access permissions. This includes promptly revoking access for any employees who leave your organization or no longer require access.

3.3 Account Security

Security is a shared responsibility. You must implement reasonable security measures, such as using strong passwords and enabling multi-factor authentication where available. If you suspect any unauthorized access to your account, please notify us immediately so we can assist you.

4. License and Restrictions

4.1 License Grant

Subject to your compliance with these Terms and payment of applicable fees, Solvue grants you a limited, non-exclusive, non-transferable license to use the Service. This license is valid during your subscription term and is intended solely for your internal business purposes.

4.2 Restrictions

To protect the integrity of our Service, there are certain restrictions on its use. You may not sublicense, sell, resell, or distribute the Service to third parties. Additionally, you are prohibited from modifying, adapting, or creating derivative works based on the Service, as well as reverse engineering or decompiling the software. The Service cannot be used to build a competitive product or to process data for third parties. You must also respect all proprietary notices and labels and use the Service in compliance with all applicable laws.

5. Customer Data and Privacy

5.1 Data Ownership

We respect your data rights. You retain full ownership of all Customer Data. Solvue does not acquire any rights to your data, other than the limited rights necessary to provide the Service to you.

5.2 Data Processing

Our architecture is built on a privacy-first philosophy. Screen content and visual data are processed locally and are never transmitted to Solvue. We do not have access to the Customer Data processed by the Service on your devices. All such processing occurs in volatile memory and is not persisted, ensuring ephemeral data handling.

5.3 Privacy Policy

Your privacy is paramount. Our collection and use of information are governed by our Privacy Policy, which is incorporated into these Terms by reference. We encourage you to review it to understand our practices fully.

5.4 Data Processing Agreement

For enterprise customers who require a Data Processing Agreement (DPA) to meet GDPR or other regulatory compliance needs, please contact our legal team at [email protected].

6. Fees and Payment

6.1 Subscription Fees

You agree to pay the fees specified in your order form or subscription agreement. These fees are typically based on the number of Users, your chosen deployment type, and the features selected.

6.2 Payment Terms

Fees are generally invoiced in advance on a monthly or annual basis. Payment is due within 30 days of the invoice date. Please note that all fees are non-refundable unless expressly stated otherwise, and you are responsible for any applicable taxes.

6.3 Price Changes

We may update our pricing from time to time. If we do, we will provide you with at least 60 days' notice before your next renewal period. Any price changes will not affect your current subscription term.

6.4 Late Payment

We appreciate timely payments. Late payments may incur interest at a rate of 1.5% per month or the maximum allowed by law. If an account remains overdue for more than 30 days, we may suspend access to the Service until the balance is paid.

7. Service Level and Support

7.1 Availability

We strive for reliability. For cloud-based components of the Service (such as the administrative console and updates), we target 99.9% uptime. Note that on-device functionality operates independently on your hardware and is not subject to our cloud service availability.

7.2 Support

We are here to help. Support is provided according to the tier specified in your subscription. Standard support includes email assistance with business hours response times. Premium support offers priority email and chat access with a 4-hour response target for critical issues. Our Enterprise tier includes dedicated support with 24/7 availability and a named account manager.

7.3 Updates and Maintenance

We continuously improve the Service and will provide updates, patches, and enhancements. We will give you reasonable notice for any scheduled maintenance that might affect service availability.

8. Intellectual Property

8.1 Solvue IP

Solvue and its licensors retain all rights, title, and interest in the Service, including all software, algorithms, interfaces, and documentation. These Terms do not grant you any rights to our intellectual property beyond the limited license expressly provided.

8.2 Feedback

We value your input. If you provide suggestions, ideas, or feedback about the Service, we may use that feedback to improve our product without restriction or obligation to compensate you.

8.3 Customer Marks

We are proud to have you as a customer. Unless you opt out in writing, you grant us a limited license to use your name and logo to identify you as a Solvue customer in our marketing materials.

9. Confidentiality

9.1 Confidential Information

Both parties agree to protect each other's confidential information with the same degree of care used to protect their own, but no less than reasonable care. This ensures that sensitive information shared during our partnership remains secure.

9.2 Exceptions

Confidentiality obligations do not apply to information that is or becomes publicly available without breach, was known to the receiving party prior to disclosure, is independently developed, or is wrongfully obtained from a third party.

10. Warranties and Disclaimers

10.1 Solvue Warranties

We warrant that the Service will perform substantially as described in our documentation, that we have the right to grant the licenses in these Terms, and that we will provide the Service in compliance with applicable laws.

10.2 Disclaimer

Except as expressly provided, the Service is provided "as is" without warranty of any kind. Solvue disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted or error-free. The Service provides guidance, but ultimate decisions and actions remain with the User.

11. Limitation of Liability

11.1 Exclusion of Damages

To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or goodwill, regardless of the cause of action.

11.2 Liability Cap

Solvue's total liability under these Terms shall not exceed the amounts paid by Customer in the twelve (12) months preceding the claim.

11.3 Exceptions

These limitations do not apply to breaches of confidentiality obligations, infringement of intellectual property rights, your payment obligations, or any liability that cannot be limited by law.

12. Indemnification

12.1 By Solvue

We stand by our product. Solvue will defend, indemnify, and hold you harmless from claims that the Service infringes a third party's intellectual property rights, provided you notify us promptly and cooperate in the defense.

12.2 By Customer

You agree to defend, indemnify, and hold Solvue harmless from claims arising from your breach of these Terms, your Customer Data, or your violation of applicable laws.

13. Term and Termination

13.1 Term

These Terms are effective upon your acceptance and continue for the subscription term specified in your order. Subscriptions automatically renew unless either party provides notice of non-renewal at least 30 days before the renewal date.

13.2 Termination for Cause

Either party may terminate these Terms if the other party materially breaches the agreement and fails to cure the breach within 30 days of notice, or if the other party becomes insolvent or files for bankruptcy.

13.3 Effect of Termination

Upon termination, your license to use the Service ends immediately. You must cease all use and uninstall the Service. Both parties must return or destroy the other's confidential information, and we will delete your account data within 30 days.

13.4 Survival

Certain sections, including those regarding intellectual property, confidentiality, limitation of liability, and indemnification, will survive the termination of these Terms.

14. Compliance and Export

You agree to comply with all applicable laws, including export control laws. You shall not export or re-export the Service to prohibited countries, entities, or individuals.

15. General Provisions

15.1 Governing Law

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict of law principles.

15.2 Dispute Resolution

Any disputes arising under these Terms shall be resolved through binding arbitration administered by JAMS in accordance with its Commercial Arbitration Rules. The arbitration will take place in Wilmington, Delaware, unless otherwise agreed.

15.3 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

15.4 Modifications

We may modify these Terms with at least 30 days' notice. Continued use of the Service after modifications take effect constitutes acceptance. Material adverse changes will not apply until your next renewal period.

15.5 Severability

If any provision of these Terms is found unenforceable, the remaining provisions will continue in full effect, and the unenforceable provision will be modified to the minimum extent necessary to be enforceable.

15.6 Entire Agreement

These Terms, along with any order forms and our Privacy Policy, constitute the entire agreement between us regarding the Service and supersede all prior agreements.

15.7 Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

15.8 Force Majeure

Neither party will be liable for delays or failures due to circumstances beyond their reasonable control, such as natural disasters, war, terrorism, strikes, or government actions.

16. Contact Information

If you have any questions about these Terms, please contact our legal team at [email protected] or reach out to us generally at [email protected].