Terms of Service

1.1 Description

Codeova provides an AI-assisted business automation platform including, without limitation, AI consulting audits, scoping conversations, website services, CRM setup, marketing automation, AI assistant deployment, and repeat-sales systems (collectively, the “Services”). The exact scope of Services is determined by the modules and feature blocks selected and paid for by Customer through the Codeova dashboard.

1.2 Modifications

Codeova reserves the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice, provided that material reductions in core functionality of paid Services will be communicated to active paying Customers at least thirty (30) days in advance where commercially practicable.

1.3 No Guarantee of Results

The Services include AI-generated outputs, automation recommendations, and consulting advice. Customer acknowledges that:

• AI outputs may contain inaccuracies, errors, or omissions;
• recommendations are based on inputs provided by Customer and general patterns; outcomes are not guaranteed;
• Customer is solely responsible for reviewing, validating, and acting upon any AI output before relying on it for business decisions;
• Codeova does not guarantee any specific revenue, conversion rate, ROI, or business outcome from using the Services.

2.1 Eligibility

You must be at least eighteen (18) years old and legally capable of entering binding contracts. The Services are not directed to children under thirteen (13).

2.2 Account Information

You agree to provide accurate, current, and complete information during registration and to keep your account information updated.

2.3 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities occurring under your account. You agree to notify Codeova immediately at security@codeova.ai of any unauthorized access or use.

2.4 One Account Per Entity

Each Customer entity may operate one active account. Multiple-account schemes to circumvent usage limits are prohibited.

3.1 Fees

Customer agrees to pay all fees set forth in the applicable Quote accepted through the Codeova dashboard. All fees are in United States Dollars (USD).

3.2 Quotes and Pricing

Pricing for Services is determined per-Customer based on scoping conversations and selected feature blocks. Quotes presented through the dashboard, once accepted by Customer, become binding.

3.3 Setup Fees

Setup fees are one-time charges due upon Quote acceptance. Setup fees are non-refundable.

3.4 Subscription Fees

Recurring monthly subscription fees are billed in advance through Stripe. Subscriptions auto-renew monthly until cancelled by Customer. Cancellation takes effect at the end of the then-current billing period; no pro-rated refunds are provided for partial months.

3.5 Late Payments

Failed or delinquent payments may result in immediate suspension of Services. After fifteen (15) days of non-payment, Codeova may terminate the account. Outstanding balances accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Texas law.

3.6 Taxes

All fees are exclusive of taxes. Customer is responsible for all applicable sales, use, VAT, GST, or similar taxes, except taxes based on Codeova’s net income.

3.7 Disputed Charges

Customer must notify Codeova in writing of any disputed charges within thirty (30) days of the charge. Failure to dispute within this period constitutes acceptance of the charge.

3.8 No Refunds Beyond Section 3.4

Except as expressly provided in these Terms or required by applicable law, all fees are non-refundable.

4.1 Customer Content

“Customer Content” means all data, text, images, files, or other materials Customer uploads, submits, or transmits through the Services, including data of Customer’s own end users.

4.2 Customer Warranties

Customer represents and warrants that:

• Customer has all necessary rights, licenses, and consents to provide Customer Content to Codeova and to authorize processing under these Terms;
• Customer Content does not infringe, misappropriate, or violate any third-party intellectual property right, privacy right, or other right;
• Customer Content does not contain malicious code, viruses, or harmful components;
• Customer’s use of the Services complies with all applicable laws, including data protection, anti-spam, and consumer protection laws;
• Customer has obtained all necessary consents from end users whose personal data is processed through the Services.

4.3 Acceptable Use

Customer agrees to comply with the Codeova Acceptable Use Policy (“AUP”), incorporated by reference. Prohibited uses include without limitation: spam, malware distribution, child exploitation material, content violating any law, attempts to bypass security or rate limits, scraping at volumes designed to extract the platform’s data, reverse engineering the Services, or using the Services to compete with Codeova.

4.4 Customer Responsibility for End Users

Where Customer uses the Services to interact with Customer’s own end users (e.g., AI Assistant chats, CRM contacts, email campaigns), Customer is solely responsible for:

• the legality of those interactions;
• obtaining valid consent for personal data processing;
• complying with anti-spam laws including CAN-SPAM, TCPA, and applicable state laws;
• responding to data subject requests from end users.

5.1 Codeova IP

The Services, including all software, design, AI models, prompts, scripts, documentation, and underlying technology, are owned by Codeova or its licensors and are protected by U.S. and international intellectual property laws. Codeova grants Customer a non-exclusive, non-transferable, revocable license to use the Services solely for Customer’s internal business purposes during the subscription term.

5.2 Customer IP

Customer retains all rights in Customer Content. Customer grants Codeova a worldwide, royalty-free, non-exclusive license to host, process, store, transmit, and display Customer Content solely as necessary to provide the Services and as permitted by these Terms.

5.3 Feedback

Any feedback, suggestions, or ideas Customer provides to Codeova about the Services may be used by Codeova without restriction or compensation, and Customer hereby assigns to Codeova all rights in such feedback to the extent permitted by law.

5.4 Aggregated Data

Codeova may compile, analyze, and use anonymized, aggregated data derived from Customer’s use of the Services for purposes including improving the Services, analytics, benchmarking, and marketing, provided such data does not identify Customer or any individual.

5.5 No Implied Licenses

No rights or licenses are granted except as expressly stated in these Terms.

6.1 AI Inputs

Customer is responsible for the prompts, instructions, and data (“AI Inputs”) submitted to AI features.

6.2 AI Outputs

The Services use third-party large language models including OpenAI’s GPT models. Codeova does not own or warrant AI outputs and makes no representation that outputs are accurate, complete, non-infringing, or fit for any particular purpose.

6.3 Prohibited AI Uses

Customer shall not use AI features to:

• generate content that is unlawful, defamatory, harassing, or harmful;
• generate misleading content presented as human-generated where such presentation violates applicable law;
• automate decisions producing legal effects on individuals without meaningful human review;
• generate content that infringes intellectual property rights;
• train competing AI models using outputs from the Services.

6.4 Human Review Requirement

Customer is solely responsible for reviewing all AI-generated content before use, publication, or transmission. Codeova disclaims all liability for consequences of AI outputs not reviewed by a human prior to use.

7.1 Definition

“Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances.

7.2 Obligations

Recipient shall: (a) use Confidential Information only to exercise rights and perform obligations under these Terms; (b) protect it with at least the same care as Recipient’s own confidential information, but no less than reasonable care; (c) limit access to employees, contractors, and agents bound by confidentiality obligations.

7.3 Exclusions

Confidentiality obligations do not apply to information that: (a) is publicly available without breach; (b) was rightfully known to Recipient before disclosure; (c) is independently developed; (d) is rightfully obtained from a third party without confidentiality obligation.

7.4 Compelled Disclosure

Recipient may disclose Confidential Information when required by law or court order, provided Recipient (where legally permitted) gives Discloser prompt notice and reasonable cooperation to seek protective measures.

8.1 Privacy Policy

Codeova’s collection and processing of personal information is governed by the Codeova Privacy Policy.

8.2 Data Processing Addendum

Where Customer processes personal data of Customer’s own end users through the Services, the Codeova Data Processing Addendum (“DPA”) applies and is incorporated by reference. By accepting these Terms, Customer accepts the DPA.

8.3 Security

Codeova implements commercially reasonable administrative, technical, and physical safeguards including, without limitation, encryption in transit and at rest, role-based access controls, row-level security on multi-tenant data, and append-only audit logs. No system is perfectly secure. Customer acknowledges that the use of the internet involves inherent risks.

8.4 Breach Notification

Codeova will notify Customer without undue delay and in any event within seventy-two (72) hours of becoming aware of a Personal Data Breach affecting Customer’s data. “Aware” means actual knowledge by Codeova’s security or operations leadership.

9.1 Sub-processors

Codeova uses third-party services including but not limited to: Supabase (hosting and database), OpenAI (AI processing), Stripe (payments), Resend (email delivery), Vercel (hosting), Cal.com (booking), and Google Workspace (email). The current sub-processor list is maintained in the Privacy Policy.

9.2 No Liability for Third Parties

Codeova is not liable for outages, data losses, security incidents, or other failures originating from third-party services beyond Codeova’s reasonable control. Customer’s exclusive remedies for third-party service issues are those provided in Section 11 (SLA Credits) where applicable.

9.3 Customer-Selected Integrations

If Customer connects third-party services to the platform (e.g., social media APIs, payment gateways), Customer’s relationship with those third parties is governed by separate agreements. Codeova is not a party to those agreements and disclaims all liability arising from them.

10.1 Limited Warranty

Codeova warrants that the Services will perform materially in accordance with the documentation under normal use during the subscription term. Customer’s exclusive remedy and Codeova’s sole liability for breach of this warranty is repair, re-performance of the affected Service, or, at Codeova’s option, termination and refund of fees paid for the affected Service for the period of non-conformance.

10.2 Disclaimer

Except for the express limited warranty in Section 10.1, the Services are provided “as is” and “as available.” Codeova expressly disclaims all other warranties of any kind, whether express, implied, statutory, or otherwise, including without limitation:

• implied warranties of merchantability;
• fitness for a particular purpose;
• title and non-infringement;
• warranties arising from course of dealing or usage of trade;
• that the Services will be uninterrupted, error-free, or free of harmful components;
• that data will not be lost, corrupted, or inaccessible;
• that AI outputs will be accurate, current, or appropriate for Customer’s use.

Some jurisdictions do not allow exclusion of implied warranties, so this exclusion may not fully apply.

11.1 Cap on Damages

Except for the carve-outs in Section 11.3, in no event shall Codeova’s total cumulative liability arising out of or relating to these Terms or the Services, regardless of the form of action (contract, tort, strict liability, or otherwise), exceed the greater of:

• the fees paid by Customer to Codeova in the twelve (12) months immediately preceding the event giving rise to the claim; or
• one hundred U.S. dollars ($100.00).

11.2 Exclusion of Indirect Damages

In no event shall Codeova be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation:

• lost profits, revenue, or business opportunities;
• loss of data or data reconstruction costs;
• business interruption;
• loss of goodwill or reputation;
• cost of substitute products or services,

whether or not Codeova has been advised of the possibility of such damages, and regardless of whether any remedy fails of its essential purpose.

11.3 Carve-Outs

The limitations in Sections 11.1 and 11.2 do not apply to: (a) a party’s indemnification obligations under Section 12; (b) Customer’s payment obligations; (c) liability that cannot be limited under applicable law (e.g., gross negligence or willful misconduct as determined by a court).

11.4 Basis of Bargain

Customer acknowledges that the limitations in this Section 11 are an essential basis of the bargain between the parties and that the fees would be substantially higher absent these limitations.

11.5 Time Limit on Claims

Any claim arising from these Terms or the Services must be brought within one (1) year after the cause of action accrues or be forever barred.

12.1 By Customer

Customer shall defend, indemnify, and hold harmless Codeova, its officers, directors, employees, and agents from and against any third-party claim, demand, suit, or proceeding (“Claim”), and any related losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees), arising out of or relating to:

• Customer Content, including allegations that Customer Content infringes intellectual property rights or violates privacy rights;
• Customer’s use of the Services in violation of these Terms or applicable law;
• Customer’s interactions with Customer’s own end users, including any failure to obtain necessary consents;
• Customer’s failure to comply with anti-spam, marketing, or telephone-consumer-protection laws (CAN-SPAM, TCPA, similar);
• any breach by Customer of Customer’s representations and warranties.

12.2 By Codeova

Codeova shall defend, indemnify, and hold harmless Customer from third-party Claims alleging that the Services, when used in compliance with these Terms, infringe a third party’s U.S. patent, copyright, or trademark, and shall pay damages awarded by a court of final jurisdiction or agreed in settlement. Codeova’s indemnity does NOT apply where the Claim arises from: (a) Customer Content; (b) modifications to the Services not made by Codeova; (c) combination of the Services with non-Codeova products or data; (d) use of the Services after notice to discontinue; (e) Customer’s negligence or willful misconduct. If the Services are alleged to infringe, Codeova may, at its option: (i) procure the right for Customer to continue using the Services; (ii) modify the Services to be non-infringing; or (iii) terminate the affected Services and refund prepaid unused fees. This Section 12.2 states Codeova’s entire liability and Customer’s exclusive remedy for intellectual property infringement.

12.3 Indemnification Procedure

The indemnified party shall: (a) promptly notify the indemnifying party of the Claim; (b) grant the indemnifying party sole control of defense and settlement (provided no settlement may impose non-monetary obligations on the indemnified party without consent); (c) provide reasonable cooperation, at the indemnifying party’s expense.

13.1 Term

These Terms apply from Customer’s acceptance and continue until terminated.

13.2 Termination for Convenience by Customer

Customer may terminate the Services at any time through the dashboard. Termination takes effect at the end of the then-current billing period. No refunds except as expressly provided herein.

13.3 Termination for Convenience by Codeova

Codeova may terminate any free or trial Services at any time without cause. For paid Services, Codeova may terminate for convenience with thirty (30) days’ written notice and shall refund any prepaid fees for the unused portion of the subscription term.

13.4 Termination for Cause

Either party may terminate immediately if the other party: (a) materially breaches these Terms and fails to cure within fifteen (15) days of written notice; (b) becomes insolvent or files for bankruptcy; (c) ceases business operations.

13.5 Immediate Suspension

Codeova may suspend Services immediately and without notice if Customer:

• violates the AUP;
• engages in activity posing a security or legal risk to Codeova or other customers;
• fails to pay overdue fees beyond fifteen (15) days;
• is the subject of a legal order requiring suspension.

13.6 Effect of Termination

• Customer’s right to use the Services ceases immediately;
• Customer remains liable for all fees accrued through the termination date;
• Codeova will retain Customer Content for thirty (30) days post-termination to allow Customer to export data, after which Customer Content may be deleted unless retention is required by law;
• Sections that by their nature should survive termination (Sections 5, 7, 10, 11, 12, 13.6, 14, 15) shall survive.

14.1 Informal Resolution

Before initiating arbitration, the parties shall attempt to resolve disputes informally for thirty (30) days following written notice describing the dispute, the relief sought, and basis for the claim. Notice to Codeova: legal@codeova.ai (subject line: “Dispute Notice”).

14.2 Binding Arbitration

Except for disputes in Section 14.6, any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules.

14.3 Arbitration Location

Arbitration shall be conducted in [COUNTY], Texas, or via videoconference at the arbitrator’s discretion.

14.4 Arbitrator’s Authority

The arbitrator has exclusive authority to resolve any dispute relating to interpretation, applicability, or enforceability of these Terms, including this arbitration clause, except disputes about the validity of the Class Waiver in Section 14.5, which shall be decided by a court of competent jurisdiction.

14.5 Class Action Waiver

The parties agree to bring claims only in their individual capacity and not as a plaintiff or class member in any purported class, collective, representative, or consolidated action. The arbitrator may not consolidate more than one person’s claims or preside over any form of representative or class proceeding.

If this Class Action Waiver is found unenforceable, the entire Section 14 shall be null and void with respect to the dispute in question, but the remaining provisions of these Terms shall remain in effect.

14.6 Carve-Outs

Either party may, in lieu of arbitration: (a) bring individual claims in small-claims court; (b) seek injunctive or equitable relief in a court of competent jurisdiction to prevent unauthorized use, infringement of intellectual property, or breach of confidentiality.

14.7 30-Day Right to Opt Out

New Customers may opt out of this arbitration clause by sending written notice to legal@codeova.ai within thirty (30) days of first accepting these Terms. Notice must include Customer’s name, email, and clear statement of opt-out. Opting out does not affect any other provision of these Terms.

15.1 Governing Law

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-law principles, and the laws of the United States of America. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 Venue

For any claim not subject to arbitration, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in [COUNTY], Texas.

15.3 Force Majeure

Neither party is liable for failure or delay in performance due to causes beyond reasonable control, including acts of God, war, terrorism, riots, embargoes, fires, floods, earthquakes, pandemics, strikes, governmental actions, network or utility failures, third-party service outages (including hosting, AI, payment, or email providers), or cyber attacks. Payment obligations are not excused by force majeure.

15.4 Assignment

Customer may not assign these Terms without Codeova’s prior written consent. Codeova may assign these Terms in connection with a merger, acquisition, or sale of assets without Customer’s consent.

15.5 Notices

Notices to Customer may be delivered to the email associated with Customer’s account. Notices to Codeova must be sent to legal@codeova.ai with copy to: Codeova LLC, [REGISTERED ADDRESS], Texas, USA.

15.6 Entire Agreement

These Terms, together with the Privacy Policy, DPA, AUP, SLA, and any Quotes accepted through the dashboard, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements.

15.7 No Waiver

Failure to enforce any right under these Terms is not a waiver of that right.

15.8 Severability

If any provision is found unenforceable, the remaining provisions remain in full force, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.

15.9 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights.

15.10 Independent Contractors

The parties are independent contractors. No partnership, joint venture, agency, or employment relationship is created.

15.11 Updates to Terms

Codeova may update these Terms by posting the updated version with a new “Last Updated” date. Material changes will be communicated to Customer at least fifteen (15) days before they take effect. Continued use of the Services after the effective date constitutes acceptance.

15.12 Headings

Section headings are for reference only and do not affect interpretation.

15.13 Export Compliance

The Services may be subject to U.S. export controls. Customer represents that Customer is not located in, or a resident of, any country subject to U.S. embargo, and is not on any U.S. government denied-parties list.

15.14 Contact

Questions about these Terms: legal@codeova.ai.

By accepting these Terms, Customer acknowledges reading, understanding, and agreeing to be bound by all provisions, including the binding arbitration clause and class action waiver in Section 14.

Codeova LLC
[REGISTERED ADDRESS], Texas, USA