Terms of Service

1. Agreement to These Terms

These Terms of Service govern access to and use of Calyvant, a receivables-intelligence service operated by Embel LLC ("Embel," "Calyvant," "we," "us," or "our"). By accepting an order form, creating or using an authorized account, or otherwise accessing Calyvant, you agree to these Terms on behalf of yourself and, if applicable, the organization you represent.

If you use Calyvant for an organization, you represent that you have authority to bind that organization to these Terms. Calyvant is intended for business use and not for personal, family, or household purposes.

2. The Calyvant Service

Calyvant helps businesses analyze customer, invoice, payment, collection, and related accounting information to identify receivables risk, prioritize collection activity, coordinate follow-ups, and improve cash-flow visibility. Calyvant does not provide accounting, tax, legal, investment, or financial advice, and it is not a collection agency or payment processor.

Scores, forecasts, summaries, recommendations, and other insights are informational outputs and may be incomplete or inaccurate. You remain responsible for reviewing information and making all business, accounting, credit, and collection decisions.

3. Orders and Founding-Customer Pilots

Subscription scope, fees, included users, connected companies, onboarding services, start date, and any pilot-specific terms may be stated in an order form, proposal, invoice, or other written agreement accepted by you and Embel LLC (an "Order"). If an Order conflicts with these Terms, the Order controls only for that conflict.

Founding-customer and pilot features may evolve during the subscription. We may refine workflows, interfaces, and functionality while seeking to preserve the service's core purpose. Unless an Order expressly states otherwise, no specific future feature or development commitment is included.

4. Fees, Billing, and Taxes

You agree to pay the fees and applicable taxes stated in your Order. Unless the Order says otherwise, subscription fees are billed monthly in advance, payment is due upon receipt, and the subscription renews monthly until cancelled.

Fees are non-refundable except where required by law or expressly stated in an Order. You are responsible for sales, use, and similar taxes associated with your purchase, excluding taxes based on Embel LLC's net income. We may suspend access for overdue undisputed amounts after providing reasonable notice and an opportunity to cure.

We may change pricing for a future renewal period by providing advance notice. A pricing change will not retroactively alter a period for which you have already paid.

5. Cancellation and Termination

Unless an Order provides otherwise, you may cancel a month-to-month subscription before its next renewal date by emailing hello@calyvant.ai. Cancellation takes effect at the end of the current paid billing period, and partial billing periods are not refunded.

Either party may terminate for a material breach that remains uncured after reasonable written notice. We may suspend or terminate access immediately when reasonably necessary to address a security risk, unlawful activity, abuse, nonpayment, or conduct that could harm Calyvant, its providers, or other customers.

6. Accounts and Authorized Users

You are responsible for maintaining accurate account information, protecting credentials, designating appropriate user roles, controlling access to your workspace, and promptly notifying us of suspected unauthorized access. You are responsible for activity performed through your authorized user accounts.

7. QuickBooks Online Integration

If you connect a QuickBooks Online company, you authorize Calyvant to access and process the QuickBooks data permitted by your Intuit authorization. You represent that you have authority to connect that company and permit Calyvant and its providers to process its data.

You may disconnect QuickBooks through available Calyvant or Intuit controls. Disconnection prevents future synchronization through that connection but does not automatically delete data previously synchronized into Calyvant. Data-retention and deletion practices are described in our Privacy Policy.

8. Customer Data

As between you and Embel LLC, you retain ownership of business data submitted to or synchronized with Calyvant ("Customer Data"). You grant Embel LLC and its service providers a limited right to host, copy, transmit, process, and display Customer Data only as reasonably necessary to provide, secure, maintain, and support Calyvant and comply with law.

You are responsible for the accuracy, quality, legality, and permitted use of Customer Data and for providing any notices or obtaining any permissions required to submit that data to Calyvant. Our handling of personal information is described in our Privacy Policy.

9. Data After Termination

Following cancellation or termination, access to the workspace may end when the applicable paid period ends or immediately when termination is for cause. An authorized workspace administrator may request deletion of eligible workspace data in accordance with the Privacy Policy. You are responsible for retaining any records you need in your accounting system or elsewhere.

10. Confidentiality

Each party may receive non-public information that the other party reasonably considers confidential. The receiving party will use such information only to perform or receive the service, protect it using reasonable care, and disclose it only to people and providers who need it and are subject to appropriate confidentiality obligations. These duties do not apply to information that is public through no breach, already lawfully known, independently developed, or lawfully received without a duty of confidentiality.

11. Acceptable Use

You may not use Calyvant to violate law; harass, deceive, or unlawfully pursue another person; misuse personal or third-party data; infringe another party's rights; introduce malicious code; interfere with the service; attempt unauthorized access; bypass security or usage controls; reverse engineer the service except where such a restriction is prohibited by law; or use Calyvant to build or train a competing product without our written permission.

12. Calyvant Ownership and Feedback

Embel LLC and its licensors own Calyvant, including its software, interfaces, workflows, documentation, branding, and related intellectual-property rights. Except for the limited right to use Calyvant during an active subscription, no rights are transferred to you.

If you voluntarily provide suggestions or feedback, you grant Embel LLC a perpetual, worldwide, royalty-free right to use that feedback without restriction or obligation, provided we do not publicly identify you as its source without permission.

13. Third-Party Services

Calyvant may interoperate with third-party services, including Intuit QuickBooks Online. Your use of those services remains subject to their terms and policies. We are not responsible for third-party outages, changes, errors, data loss, or acts outside our reasonable control.

14. Availability and Changes

We may maintain, modify, improve, replace, suspend, or discontinue features as Calyvant evolves. We do not guarantee uninterrupted, secure, or error-free availability, and no service-level commitment applies unless stated in an Order.

15. Disclaimers

To the maximum extent permitted by law, Calyvant is provided "as is" and "as available." Embel LLC disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that Calyvant will recover receivables, improve cash flow, produce accurate predictions, or achieve any particular business result.

16. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, data, or business opportunities, arising from or related to Calyvant, even if advised that such damages are possible.

To the maximum extent permitted by law, Embel LLC's total aggregate liability arising from or related to Calyvant or these Terms will not exceed the fees paid or payable by you for Calyvant during the twelve months immediately preceding the event giving rise to the claim.

These limitations do not apply where liability cannot lawfully be limited or excluded.

17. Indemnification

To the extent permitted by law, you will defend and indemnify Embel LLC and its personnel against third-party claims, damages, and reasonable costs arising from your Customer Data, your unlawful or unauthorized use of Calyvant, or your material breach of these Terms. We will promptly notify you of a covered claim and provide reasonable cooperation at your expense.

18. Governing Law and Disputes

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-law principles. Any legal action arising from these Terms or Calyvant must be brought in the state or federal courts located in the Texas county where Embel LLC has its principal place of business, and each party consents to those courts' jurisdiction and venue.

Before filing a legal action, each party agrees to make a good-faith effort to resolve the dispute through written notice and direct discussion for at least 30 days, except when urgent injunctive relief is reasonably necessary.

19. General Terms

Neither party is liable for delay or failure caused by events beyond its reasonable control. You may not assign these Terms without our written consent, except in connection with a merger, reorganization, or sale of substantially all relevant assets. We may assign these Terms as part of a merger, reorganization, sale, or transfer of the Calyvant business.

If any provision is unenforceable, the remaining provisions will remain effective. A failure to enforce a provision is not a waiver. These Terms and applicable Orders form the entire agreement regarding Calyvant and supersede prior discussions on that subject.

20. Changes to These Terms

We may update these Terms periodically. The current version will be posted here with its effective date. If a change materially affects an active paid subscription, we will provide reasonable advance notice when practicable. Continued use after the updated Terms take effect constitutes acceptance of the updated Terms.

21. Contact

Questions, cancellation notices, and other communications about these Terms may be sent to Embel LLC at hello@calyvant.ai.