1. Acceptance of Terms

By using Miivo ("Service"), you agree to these Terms, which may be updated from time to time. Continued use of the Service after changes constitutes acceptance of the new Terms.

2. Description of Services

Miivo offers AI-powered financial insights, dashboards, and tools for business owners. The services provided may be updated or modified at any time without prior notice.

3. Use of the Service

• You agree to use Miivo only for lawful purposes and in accordance with these Terms.
• You may not reverse-engineer, decompile, or attempt to derive the source code of our services.
• You may not use the Service to transmit any harmful, illegal, or abusive content.

4. User Accounts

• You are responsible for maintaining the confidentiality of your account credentials.
• You agree to notify Miivo immediately if you detect unauthorized use of your account.
• Miivo reserves the right to suspend or terminate accounts that violate these Terms.

5. Data and Privacy

Miivo may send non-personally identifiable information to third-party Large Language Models (LLMs) such as OpenAI, Claude, Llama, Gemini, and others to optimize the quality of the services provided. See our Privacy Policy for more details.

6. Account Deletion

You can request account deletion by emailing dev@miivo.ai with your account details. We will process the request within 96 hours.

7. Intellectual Property

• All content provided by Miivo, including logos, text, and software, is the property of Miivo and protected by intellectual property laws.
• You may not use any of Miivo's intellectual property without express written permission.

8. Limitation of Liability

• Miivo is provided "as is" without warranties of any kind. We do not guarantee the accuracy, completeness, or timeliness of our services.
• Miivo will not be liable for any damages arising from your use or inability to use the Service.

9. Termination

Miivo may terminate or suspend access to the Service at any time without prior notice if you breach these Terms.

10. Governing Law

These Terms are governed by the laws of the State of Delaware, USA. You agree to submit to the exclusive jurisdiction of the courts located in Delaware.

11. Third-Party Services

Our Service may integrate with third-party platforms, including AI services such as OpenAI, Claude, Llama, and Gemini. Your use of these services may be subject to their respective terms and privacy policies.

12. Feedback

If you provide feedback or suggestions, you grant Miivo a non-exclusive, royalty-free, perpetual, and irrevocable license to use this feedback to improve our services.

1. Definitions

2. Services & Access

2.1 Provision of Services. Subject to this Agreement, Miivo grants Customer a non-exclusive, non-transferable right to access and use the Services for Customer's internal business purposes.

2.2 Account Security. You are responsible for keeping your login credentials confidential and for all activity under your account.

2.3 Usage Limits. We may publish fair-use or plan-specific limits. Exceeding those limits may require an upgrade.

3. Fees & Payment

3.1 Monthly Prepaid Fees. Subscription fees are billed in advance each month to the payment method you provide.

3.2 Grace Period. If payment is not received within seven (7) days of the due date, Miivo may suspend access until all outstanding amounts are paid.

3.3 Taxes. Prices exclude applicable taxes, which you are responsible for paying.

4. Term & Termination

4.1 Term. This Agreement begins on the Effective Date and continues until terminated by either party.

4.2 Termination by Customer. You may terminate at any time through your account settings. Fees already paid are non-refundable.

4.3 Termination by Miivo. We may terminate (a) for your uncured material breach after ten (10) days' notice, or (b) immediately if required by law.

4.4 Effect of Termination. Upon termination, your access ends. We will make Customer Data available for download for thirty (30) days, after which it will be deleted from active systems.

5. Customer Data

5.1 Ownership. Customer retains all right, title, and interest in Customer Data. Miivo receives no rights except to provide the Services.

5.2 License to Miivo. You grant Miivo a limited license to store, process, and transmit Customer Data solely to deliver and improve the Services.

5.3 Data Backups. While we maintain reasonable safeguards, you are responsible for exporting and backing up your own data.

6. Intellectual Property

6.1 Miivo IP. Miivo and its licensors own all rights in the Software and Services. Except for the limited access granted, no rights are transferred.

6.2 Feedback. Suggestions or feedback may be used by Miivo without restriction or compensation.

7. Confidentiality

7.1 Definition. "Confidential Information" means non-public information disclosed by either party that is marked or reasonably should be understood as confidential.

7.2 Obligations. Each party will protect the other's Confidential Information using the same care it applies to its own (and no less than reasonable care) and will use it only to fulfill this Agreement.

7.3 Exclusions. Confidential Information does not include information that is (a) publicly available without breach, (b) already known, (c) independently developed, or (d) rightfully received from a third party.

8. Warranties & Disclaimers

8.1 Mutual Authority Warranty. Each party warrants it has the legal right and authority to enter into this Agreement.

8.2 Disclaimer. THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, MIIVO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THEY WILL PRODUCE A PARTICULAR BUSINESS RESULT.

9. Limitation of Liability

9.1 No Liability. MIIVO SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Mandatory Limits. If a court finds the above exclusion unenforceable, Miivo's total aggregate liability will not exceed the fees paid by Customer in the twelve (12) months preceding the claim.

10. Data Security & Compliance

10.1 Security Program. Miivo maintains administrative, physical, and technical safeguards intended to protect Customer Data. We are working toward SOC 2 Type 2 certification and will maintain that standard once achieved.

10.2 Incident Response. We will notify you without undue delay of any confirmed unauthorized access to Customer Data within our control.

10.3 Data Processing Addendum (DPA). If required by law (e.g., GDPR), a supplemental DPA will form part of this Agreement upon execution.

11. Suspension

Miivo may suspend access to the Services (a) for non-payment as set out in Section 3, (b) to address a security threat, or (c) if use violates applicable law or this Agreement. We will try to provide prior notice when practical.

12. Miscellaneous

12.1 Governing Law. This Agreement is governed by the laws of British Columbia, Canada, without regard to conflict-of-laws principles. Any dispute will be heard exclusively in the courts located in Vancouver, British Columbia, and the parties consent to that venue.

12.2 No Insurance Obligation. Neither party is required to carry specific insurance under this Agreement.

12.3 Assignment. You may not assign this Agreement without Miivo's prior written consent. Miivo may assign to an affiliate or in connection with a merger or asset sale.

12.4 Force Majeure. Neither party is liable for failure to perform due to causes beyond reasonable control (e.g., natural disasters, internet outages).

12.5 Notices. Formal notices must be in writing and sent (a) by email to support@miivo.ai and (b) by registered mail or courier to the addresses above.

12.6 Entire Agreement; Amendments. This Agreement is the entire agreement between the parties about the Services and supersedes all prior agreements or communications. Miivo may update this Agreement by posting a revised version; continued use after the effective date of the update constitutes acceptance.

12.7 Severability. If any provision is held unenforceable, the remainder remains in effect, and the provision is replaced by an enforceable term that most closely reflects the original intent.

12.8 Relationship. The parties are independent contractors; nothing creates an agency, partnership, or joint venture.

12.9 Headings. Headings are for convenience only and do not affect interpretation.