Tavra Terms of Service

Please read these Terms of Service ("Terms") carefully before using the services offered by Tavra Technologies, LLC ("Tavra," "we," "us," or "our"). By signing or accepting an order form, checkout flow, pilot agreement, service agreement, subscription, statement of work, or other agreement that references these Terms, or by accessing or using the Services, you ("Customer," "you," or "your") agree to be bound by these Terms and any applicable order form or online checkout record (together, the "Agreement").

If you enter into the Agreement on behalf of a business or other entity, you represent and warrant that you are authorized to bind that entity to the Agreement. If you are not authorized, or if you do not agree to these Terms, do not access or use the Services.

"Services" means Tavra's websites, web pages, mobile applications, web portals, AI phone answering services, voice services, call handling tools, call logs, voicemail tools, menu knowledge tools, ordering workflows, reservation workflows, wait status tools, operational dashboards, demo services, Pilot Program checkout and signup flows, integrations, software, communications, and related products and services.

Your use of the Services is also subject to Tavra's Privacy Policy, which explains how we collect, use, disclose, retain, and protect Personal Data.

Evaluation Services

If you access the Services on a free, pilot, unpaid, trial, beta, demonstration, pre-release, evaluation, testing, or similar basis, including during any Pilot Program or pilot period ("Evaluation Services"), the Evaluation Services are provided only for evaluation and testing unless otherwise stated in an applicable order form or written agreement.

Evaluation Services may be limited, experimental, incomplete, unavailable, or changed at any time. Unless an applicable order form says otherwise, Tavra's implementation, support, service-level, indemnity, and refund obligations do not apply to Evaluation Services.

Order Forms, Access, and Accounts

Each order form, online checkout record, statement of work, or written ordering document accepted by Tavra is incorporated into the Agreement. Subject to your compliance with the Agreement and any limits in the applicable order form, Tavra grants you a nonexclusive, limited, personal, nonsublicensable, nontransferable right to access and use the Services during the applicable term for your internal business operations.

You are responsible for all activity under your accounts and for maintaining accurate account, business, billing, and contact information. You must protect login credentials, limit access to authorized users, promptly disable access for users who should no longer use the Services, and notify Tavra if you believe account security has been compromised.

You are responsible for your Authorized Users' compliance with the Agreement. Tavra may rely on instructions, configuration changes, uploads, approvals, and other actions taken by users with access to your account.

Implementation and Support

If an order form includes implementation assistance, Tavra will use commercially reasonable efforts to provide the described assistance after payment of any applicable fees. Implementation assistance may include onboarding, configuration, menu knowledge setup, phone workflow setup, integration setup, testing, training, or related support.

If you request assistance beyond the scope or hours in an order form, Tavra may charge its then-current rates for additional services. You are responsible for providing timely access to business information, systems, team members, third-party accounts, menus, policies, phone numbers, and other materials reasonably needed for implementation.

Service Updates and Experimental Features

Tavra may provide upgrades, patches, enhancements, fixes, or new functionality for the Services ("Updates"). Updates become part of the Services and are subject to the Agreement. Tavra may improve, modify, remove, or discontinue features at any time, provided Tavra will use commercially reasonable efforts to give reasonable prior notice of major changes that materially and adversely affect your configured use of paid Services.

Tavra may offer experimental, beta, or preview features. These features may not operate correctly in all environments, may change without notice, and are provided "as is" unless an order form expressly states otherwise.

Ownership and Feedback

As between the parties, Tavra retains all right, title, and interest in and to the Services, software, technology, models, prompts, workflows, designs, documentation, product names, trademarks, and other intellectual property created, used, or provided by Tavra. No rights or licenses are granted except as expressly stated in the Agreement.

You retain ownership of Customer Data, subject to the rights and licenses granted to Tavra in the Agreement. You may provide suggestions, comments, requests, or other feedback about the Services ("Feedback"). You grant Tavra a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use Feedback for any lawful purpose without obligation to you.

Nothing in the Agreement limits Tavra's right to develop, acquire, license, market, promote, or distribute products, services, software, or technologies that perform similar functions to, or compete with, products, software, or technologies developed or used by Customer.

Fees, Payment, and Taxes

You will pay all fees described in the applicable order form, checkout flow, invoice, or other ordering document ("Fees"). Unless otherwise stated in an order form, Fees are due in U.S. dollars and invoices are payable within thirty (30) days from the invoice date. Past due invoices may accrue interest at the lesser of 1.5% per month or the maximum amount permitted by law.

You are responsible for taxes associated with the Services, excluding taxes based on Tavra's net income. Fees are non-refundable and not subject to setoff except as expressly stated in an applicable order form or required by law.

If your usage exceeds limits in an order form or pricing tier, Tavra may charge additional fees or move the account to the applicable pricing tier after notice. Tavra may suspend or limit access for accounts more than ten (10) days past due.

Restrictions and Acceptable Use

Except as expressly permitted by the Agreement, you will not, and will not permit any third party to:

• Reverse engineer, decompile, disassemble, or attempt to discover source code, object code, underlying structure, ideas, algorithms, prompts, models, or systems of the Services, except to the extent applicable law prohibits this restriction.
• Modify, translate, copy, rent, lease, distribute, pledge, assign, transfer, encumber, or create derivative works based on the Services.
• Use the Services to build or train a competing product or service.
• Remove or alter proprietary notices or labels.
• Interfere with, disrupt, overload, bypass, or attempt to bypass the Services or related security, rate limit, access control, account, network, or authentication systems.
• Use the Services for unlawful, harmful, fraudulent, deceptive, abusive, harassing, infringing, privacy-violating, or security-compromising purposes.
• Upload or transmit malicious code, unlawful content, or materials that violate third-party intellectual property, privacy, contractual, publicity, or other rights.

You must use the Services in compliance with all applicable laws, rules, and regulations, including laws relating to privacy, consumer protection, call recording, telemarketing, communications, employment, accessibility, food ordering, alcohol or regulated product sales, payments, taxes, export controls, and the transmission of technical or personal data.

Customer Data

"Customer Data" means data, information, content, configuration, menus, prices, modifiers, policies, recordings, transcripts, call logs, orders, reservations, messages, files, and other materials provided, uploaded, submitted, synced, generated, or made available by or on behalf of Customer or its Authorized Users through the Services. Customer Data does not include Tavra technology, Aggregated De-Identified Data, or Feedback.

You retain all right, title, and interest in Customer Data. You are responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and right to use Customer Data. You represent and warrant that you have all rights, permissions, notices, and consents necessary to provide Customer Data to Tavra and allow Tavra to process it as contemplated by the Agreement.

Tavra may use, process, copy, transmit, store, modify, display, and create operational outputs from Customer Data as necessary to provide, secure, support, maintain, analyze, and improve the Services, comply with law, enforce the Agreement, and generate Aggregated De-Identified Data. Tavra will use commercially reasonable efforts to maintain the security and integrity of the Services and Customer Data.

"Aggregated De-Identified Data" means data submitted to, collected by, or generated by Tavra in connection with the Services in aggregated or de-identified form that does not identify Customer, Authorized Users, callers, guests, or other individuals. Tavra may use and disclose Aggregated De-Identified Data for lawful business purposes, including analytics, benchmarking, security, product development, AI and workflow improvement, performance measurement, research, marketing, and improving the Services.

Customer Data may be deleted or made unavailable if an account is materially delinquent, terminated, or inactive, subject to applicable law, backup practices, and any written agreement between the parties.

End User Data, Notices, and Consents

"End User Data" means Personal Data or other information relating to callers, guests, restaurant customers, employees, contractors, applicants, or other end users who interact with Customer through the Services.

Before any End User interacts with Customer through the Services, Customer is responsible for providing all notices and obtaining all consents required by applicable law, including call recording, transcription, AI-assisted call handling, SMS or telephone communications, order and reservation processing, payment processing, and privacy notices. Customer will not make statements about End User Data that conflict with Tavra's Privacy Policy or interfere with Tavra's independent efforts to provide notice or obtain consent where applicable.

When Tavra processes End User Data on behalf of Customer, Customer remains responsible for its own relationship with End Users and for responding to End User requests where required by law, unless a separate written agreement says otherwise.

Third-Party Integrations and Customer Equipment

The Services may operate on, with, or through telecommunications providers, internet connectivity, application programming interfaces, POS systems, payment processors, reservation providers, AI providers, speech providers, messaging providers, hosting providers, equipment, infrastructure, servers, or other third-party services ("Third-Party Integrations") or systems controlled by Customer ("Customer Equipment").

You represent and warrant that you have all rights, licenses, permissions, credentials, access, and consents necessary to connect, use, and access any Third-Party Integrations or Customer Equipment you connect to the Services. You are responsible for maintaining Customer Equipment, third-party accounts, provider credentials, integration permissions, network connectivity, and applicable third-party terms.

Tavra does not control and does not guarantee the availability, operation, security, accuracy, continued support, or performance of Third-Party Integrations or Customer Equipment. Suspension, outage, permission changes, API changes, authentication failures, provider review requirements, or other third-party issues may interrupt or limit the Services.

AI, Voice, Ordering, and Operational Outputs

Tavra provides AI phone operations tools that can answer calls, route calls, take messages, help with orders, handle reservations or wait status workflows where configured, answer configured business questions, and create operational records. Customer is responsible for reviewing and configuring the Services for its business, including menus, prices, policies, allergen information, hours, order settings, reservation settings, handoff routes, fallback behavior, payment settings, and integration settings.

AI, speech recognition, text-to-speech, transcription, telephony, POS, payment, and reservation systems are probabilistic or provider-dependent and may produce errors, delays, omissions, misrecognitions, interruptions, or unavailable outputs. Tavra does not guarantee that every call, transcript, order, reservation, menu answer, payment flow, handoff, integration action, or operational output will be complete, accurate, uninterrupted, or accepted by a third-party provider.

Customer is responsible for supervising its use of the Services, training staff on relevant workflows, reviewing operational records, honoring applicable laws and customer commitments, handling disputes with its guests, and maintaining appropriate fallback procedures for outages, unavailable integrations, unclear caller requests, regulated items, allergies, emergencies, or sensitive matters.

Term, Termination, and Suspension

The Agreement begins when you first accept an order form, online checkout flow, pilot agreement, service agreement, or these Terms, and continues until all applicable order form terms have expired or the Agreement is terminated. Unless an order form states otherwise, subscriptions renew for successive terms equal to the initial term unless either party gives written non-renewal notice at least thirty (30) days before the end of the then-current term.

Either party may terminate the Agreement for material breach if the breaching party does not cure the breach within thirty (30) days after receiving written notice. Tavra may suspend or limit access to the Services if your account is past due, if you breach the restrictions or acceptable use rules, if your use creates a security risk or material degradation of the Services, or if suspension is required by law or a third-party provider.

Upon termination or expiration, your right to use the Services ends. Any provisions that by their nature should survive termination will survive, including payment obligations, ownership, data rights, confidentiality, disclaimers, indemnification, limitations of liability, and miscellaneous terms. Any post-termination export or transition assistance requested by Customer may be billed at Tavra's then-current rates unless an order form says otherwise.

Indemnification

Customer will defend, indemnify, and hold harmless Tavra, its affiliates, and their employees, contractors, directors, officers, suppliers, and representatives from and against claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or related to Customer Data, End User Data, Customer's use of the Services, Customer's products or services, Customer's relationship with End Users, Customer Equipment, Third-Party Integrations connected by Customer, or Customer's breach of the Agreement.

Tavra will defend, indemnify, and hold harmless Customer from and against third-party claims alleging that the paid Services, as provided by Tavra and used in accordance with the Agreement, infringe a third party's intellectual property rights. Tavra's obligations do not apply to Evaluation Services or to claims arising from Customer Data, End User Data, Customer specifications, Customer Equipment, Third-Party Integrations, modifications not made by Tavra, combinations with products or materials not provided by Tavra, continued allegedly infringing activity after notice, or use outside the scope of the Agreement.

Indemnification obligations are conditioned on the indemnified party providing prompt written notice of the claim, reasonable cooperation, and the option for the indemnifying party to assume control of the defense and settlement, provided that no settlement may impose non-monetary obligations or admissions on the indemnified party without its prior written consent.

Disclaimer

Except as expressly stated in the Agreement, the Services are provided "as is" and "as available" without warranty of any kind, express, implied, statutory, or otherwise. Tavra disclaims all implied warranties of title, non-infringement, merchantability, fitness for a particular purpose, and any warranties implied by course of performance, usage of trade, or course of dealing.

Without limiting the foregoing, Tavra does not warrant that the Services will be uninterrupted, error-free, secure, always available, accurate, complete, compliant with Customer's industry-specific obligations, accepted by any third-party provider, or suitable for every call, customer, menu, payment, reservation, or operational scenario.

Limitation of Liability

Except for the parties' indemnification obligations, Customer's payment obligations, Customer's breach of the restrictions or acceptable use rules, or liabilities that cannot be limited by law, neither party nor its directors, employees, agents, partners, suppliers, or content providers will be liable under contract, tort, strict liability, negligence, or any other legal or equitable theory for lost profits, lost revenue, data loss, cost of substitute goods or services, or any special, indirect, incidental, punitive, exemplary, or consequential damages, even if advised of the possibility of those damages.

Except for the exclusions above or liabilities that cannot be limited by law, each party's aggregate liability arising out of or relating to the Agreement will not exceed the Fees paid or payable by Customer to Tavra under the Agreement in the twelve (12) months before the event giving rise to the claim.

Miscellaneous

The Agreement, including all order forms, represents the entire agreement between Customer and Tavra regarding the Services and supersedes all prior or contemporaneous communications and proposals on that subject. If there is a conflict between these Terms and an order form, the order form controls for that order form.

The Agreement is governed by the laws of the State of Texas, excluding conflict-of-law rules. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Texas for disputes arising out of or relating to the Agreement, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction.

Tavra may identify Customer as a customer and use Customer's name and logo on Tavra's website and marketing materials while the Agreement is in effect, unless Customer requests otherwise in writing. Tavra will obtain Customer's written consent before issuing a press release about the relationship.

Notices must be in writing and will be deemed given when received if personally delivered, when receipt is electronically confirmed if sent by email, or the day after being sent by recognized overnight delivery service. Notices to Tavra must be sent to the contact information below unless Tavra specifies another notice address. Notices to Customer may be sent to the account owner, billing contact, or notice contact in the applicable order form or account records.

Tavra may update these Terms by posting a new version or providing notice through the Services, email, or another reasonable method. Continued use of the Services after updated Terms become effective constitutes acceptance of the updated Terms to the extent permitted by law.

Except for payment obligations, neither party will be liable for failure or delay caused by events beyond its reasonable control, including natural disasters, severe weather, fire, flood, earthquake, vandalism, accidents, sabotage, power failure, denial-of-service attacks, internet or telecommunications failures, provider outages, acts of war or terrorism, riots, civil disturbances, labor disruptions, governmental actions, or court orders.

Neither party may assign the Agreement without the other party's consent, except either party may assign the Agreement without consent to a successor in connection with a merger, acquisition, reorganization, or sale of substantially all assets relating to the Agreement. Tavra may use subcontractors to perform its obligations. No agency, partnership, joint venture, fiduciary, or employment relationship is created by the Agreement. If any provision is unenforceable, it will be reformed only to the extent necessary to make it enforceable. Failure to enforce a provision is not a waiver.

Contact Information

If you have questions about these Terms, contact us at: