DRAFT — these terms are pending legal review and are not yet in effect. Bracketed values are placeholders.

Terms of Service

Effective date: [DATE] · Last updated: [DATE]

Who these terms are between

These terms are an agreement between [COMPANY LEGAL NAME] ("UltraSVGs", "we") and the business that signs up for UltraSVGs ("you", the "customer"). They cover your use of the UltraSVGs website, web application and mobile app (the "service"). The person accepting them confirms they are authorized to do so for the business.

The service is offered to businesses in the United States. Where you sign an order form with us, the order form sets out your plan, term and fees, and forms part of this agreement.

Your account and your team

You decide who in your business gets access and what role each person has. You are responsible for the activity of the people you give access to, and for keeping sign-in details private. Tell us promptly at support@ultrasvgs.com if you believe an account has been used without permission.

Your data

Your business data — vendor and contract records, invoices and documents, inventory, sales and cost figures, employee records and everything else you put into the service — belongs to you. You give us permission to host, process and display it only as needed to provide and support the service for you.

You also give us permission to use your data in aggregated, de-identified form — combined with other customers' data so that neither your business nor any person can be identified — to build features such as vendor price benchmarks. This does not override any confidentiality obligation you owe your suppliers: [HOW SUPPLIER NDAS ARE HANDLED — to be set by counsel].

How we handle personal information is described in our Privacy Policy. A data processing addendum is available on request, and our list of subprocessors is incorporated into these terms by reference.

For 30 days after your subscription ends you can export your data from the service; after that window we delete it as described in the Privacy Policy.

Acceptable use

Use the service only for your business's lawful operations. Do not use it to break the law or anyone's rights; to upload malware or content you have no right to share; to try to get into another customer's account or data, or to probe, overload or get around the service's security; or to resell the service without our written agreement.

There is no tolerance for objectionable content or abusive behavior in team chat: harassment, threats, hate, sexual content, spam, or anything else that breaks these terms. Anyone can block a person or report a message or a person from inside the app. UltraSVGs reviews every report and may remove the content and the access of whoever posted it.

AI features

Some features use artificial intelligence to read documents, answer questions and suggest changes. AI output is labeled as such in the service. It is information to help you decide, not professional financial, accounting, tax or legal advice, and it can be wrong: a person at your business should review it before relying on it. A change the assistant proposes takes effect only when a person confirms it. The limits of our liability below apply to outcomes of AI recommendations as well.

Fees and savings-based pricing

Your fees are set out in your order form. Where a fee is a share of the savings the service helps you achieve, the order form defines, with formulas, how savings are calculated: the baseline period and data it is measured against and how that baseline is adjusted when things change (menu changes, new locations, supplier switches, inflation); how each kind of saving is measured, through the service's savings report, in which every line traces back to a source document; and any minimum platform fee [PLATFORM FEE].

You may review how any savings fee was calculated. If you dispute one, we will first review it together in good faith, then escalate it, and then resolve it through [BINDING DETERMINATION PROCESS — to be set by counsel]. [PAYMENT DURING A DISPUTE — to be set by counsel].

We do not guarantee any level of savings. Results depend on your business, your suppliers and decisions only you make.

Term, renewal and cancellation

Your subscription runs for the term in your order form. Terms longer than [CLICK-THROUGH MAXIMUM TERM] are agreed only on a signed order form, never by clicking to accept. Before you sign up we show you, clearly, the term, how renewal works and how to cancel.

Before every renewal we email the account owner a reminder at least [NOTICE PERIOD, 30–60] days ahead. Cancelling is never harder than signing up: [HOW TO CANCEL].

Service availability

[UPTIME COMMITMENT AND SERVICE CREDITS — to be added once availability monitoring is in place. Service credits will be the sole remedy for missing it.]

Ending the agreement

Either party may end this agreement if the other materially breaks it and does not fix the breach within [CURE PERIOD] of written notice. When it ends, your access stops at the end of the term (or on termination), and the 30-day export window above applies.

Responsibility for claims

We will defend you against a third-party claim that the service, as we provide it, infringes that party's intellectual property rights, and pay the resulting damages or settlement we agree to. You will do the same for us against a third-party claim arising from your data or from how you use the service. [INDEMNITY PROCEDURE AND EXCLUSIONS — to be set by counsel.]

Limits of liability

Neither party is liable to the other for indirect, incidental, special or consequential damages, or for lost profits or revenue. Our total liability under this agreement is limited to the fees you paid us in the 12 months before the event giving rise to the claim. [WARRANTY DISCLAIMER AND EXCEPTIONS TO THE CAP — to be set by counsel.]

Governing law

These terms are governed by the laws of the State of [STATE], and disputes that are not resolved by the process above are heard in the courts of that state.

Changes and contact

We will post changes here with a new effective date, and for material changes we will email account owners before they take effect. Contact: [COMPANY LEGAL NAME] · [POSTAL ADDRESS] · support@ultrasvgs.com.