These Terms of Service ("Terms") govern your access to and use of the Allyvia platform, websites, mobile and tablet applications, and related services (together, the "Service"), provided by Allyvia, Inc. ("Allyvia," "we," "us," or "our"). By creating an account, clicking to accept, or using the Service, you agree to these Terms. If you are entering into these Terms on behalf of a company or other entity, you represent that you have authority to bind that entity, and "you" refers to that entity.
You must be at least 18 years old and able to form a binding contract to use the Service. The Service is intended for business use by retailers and their authorized personnel, not for personal or household purposes.
You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify us promptly of any unauthorized use. You are responsible for configuring role-based access for your staff and for the actions of every user you authorize.
Allyvia provides a cloud-based point-of-sale ("POS") and business management platform, including inventory, staffing, reporting, and predictive analytics features. Access is provided on a subscription basis under the plan and term described in your order or sign-up flow. We may add, modify, or discontinue features over time; if we make a material reduction to a feature you are actively paying for, we will use reasonable efforts to notify you in advance.
The Service includes offline-first functionality that allows sales to be recorded locally and synchronized when connectivity is restored. You are responsible for reviewing synchronized records and reconciling any discrepancies.
You agree to pay all fees for your subscription and any usage-based charges as described at the time of purchase. Unless stated otherwise, fees are billed in advance, are non-refundable except as required by law, and recur automatically for each billing period until cancelled. We may change subscription pricing effective at your next renewal by giving reasonable notice.
Fees are exclusive of taxes. You are responsible for all sales, use, VAT, and similar taxes associated with your purchase, other than taxes based on our net income. If any amount is overdue, we may suspend the Service after notice.
Allyvia integrates third-party payment processors, including Stripe and Square, to process card and electronic payments taken by your business through the Service. When you accept payments through the Service, your relationship with the applicable processor is governed by that processor's own terms, and you agree to comply with them and with the Payment Card Industry Data Security Standard (PCI DSS) as applicable to your business.
Allyvia does not store full payment card numbers; card data is handled through a tokenized, PCI-scoped payment abstraction and transmitted to the processor. We are not the merchant of record for your sales, do not settle funds on your behalf, and are not responsible for chargebacks, holds, refunds, disputes, or the acts or omissions of any payment processor.
"Customer Data" means the data you and your authorized users submit to or generate through the Service, including sales transactions, inventory records, staffing schedules, and information about your own customers. As between you and Allyvia, you own all Customer Data. You grant us a worldwide, non-exclusive license to host, process, transmit, display, and otherwise use Customer Data solely to provide, secure, support, and improve the Service, and as otherwise permitted in these Terms and our Privacy Policy.
You represent that you have all rights and, where required, consents necessary to provide Customer Data to us, including any personal information about your own customers or staff. You are responsible for the accuracy and legality of Customer Data and for complying with laws applicable to your business.
The Service includes predictive and machine-learning features that generate forecasts, staffing suggestions, reorder recommendations, pricing guidance, and anomaly alerts. These outputs are informational aids, not professional, financial, or legal advice, and are not guaranteed to be accurate. Forecasts are probabilistic and depend on the quality and completeness of your data and external signals. You are solely responsible for reviewing recommendations and for all business decisions you make, including ordering, staffing, and pricing. We may use aggregated and de-identified data to develop and improve our models as described in the Privacy Policy.
The Service can connect to third-party products such as QuickBooks, Google Drive and Google Sheets, hardware peripherals, and delivery or accounting platforms. Your use of any third-party product is governed by that third party's terms and privacy practices, and we are not responsible for third-party products. Enabling an integration authorizes us to exchange data with that product as needed to provide the feature. If a third party changes or discontinues its product, the related feature may stop working.
You agree not to, and not to permit any user to:
The Service, including all software, models, designs, and content we provide (excluding Customer Data), and all related intellectual property rights, are owned by Allyvia and its licensors. We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service during your subscription, subject to these Terms. If you provide feedback or suggestions, you grant us a perpetual, royalty-free license to use them without restriction.
Each party may access confidential information of the other. The receiving party will use the other party's confidential information only to perform under these Terms and will protect it with at least reasonable care. This does not apply to information that is public through no fault of the receiving party, independently developed, or rightfully received from a third party. We will handle Customer Data as described in the Privacy Policy.
These Terms apply while you use the Service. You may cancel your subscription at any time through your account or by contacting us; cancellation takes effect at the end of the current billing period. We may suspend or terminate your access for material breach of these Terms, non-payment, or as required by law, with notice where practicable. Upon termination, your right to use the Service ends. We will make Customer Data available for export for a limited period after termination as described in the Privacy Policy, after which we may delete it. Sections that by their nature should survive termination will survive.
The Service is provided "as is" and "as available." To the maximum extent permitted by law, Allyvia disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or that forecasts or recommendations will achieve any particular result.
To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill, arising out of or related to these Terms or the Service, even if advised of the possibility. Allyvia's total aggregate liability arising out of or related to these Terms will not exceed the amounts you paid to Allyvia for the Service in the twelve (12) months before the event giving rise to the claim. These limits do not apply to your payment obligations or to liability that cannot be limited under applicable law.
You will defend, indemnify, and hold harmless Allyvia and its officers, directors, employees, and agents from any third-party claims, damages, and costs (including reasonable attorneys' fees) arising from your Customer Data, your use of the Service in violation of these Terms or law, or your business operations, including tax, employment, and consumer-protection obligations.
These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in California for any dispute not subject to arbitration or that is otherwise permitted to be brought in court. Before filing a claim, the parties agree to attempt in good faith to resolve the dispute informally by contacting the other party. If we and you cannot resolve a dispute within 30 days, either party may pursue relief as permitted by law.
We may update these Terms from time to time. If we make material changes, we will provide notice by posting the updated Terms with a new "Last updated" date and, where appropriate, by email or in-product notice. Changes take effect when posted unless stated otherwise. Your continued use of the Service after changes take effect constitutes acceptance.
These Terms, together with any order and our Privacy Policy, are the entire agreement between you and Allyvia regarding the Service and supersede prior agreements on the subject. If any provision is held unenforceable, the remaining provisions remain in effect. Our failure to enforce a right is not a waiver. You may not assign these Terms without our consent; we may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays caused by events beyond its reasonable control.
Questions about these Terms? Contact us at nigelfernando@allyvia.co.
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