Terms of service.

Definitions

• ·“Services” — the Ovela software platform, mobile and web applications, hardware provided by Ovela, and related support.
• ·“Customer Data” — all data you or your Salon Clients submit to or generate through the Services, including client records, appointment history, transaction records, staff records, and messages.
• ·“Salon Client” — an individual who books, receives, or pays for services at your salon.
• ·“Authorized User” — an individual you permit to access the Services, including owners, managers, technicians, and front-desk staff.
• ·“Order Form” — the signed order document or online checkout describing your plan and fees.
• ·“Documentation” — Ovela’s published user guides and support materials.

The Services

2.1 Access. Subject to these Terms and payment of fees, Ovela grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the term for your internal business operations at the locations listed on your Order Form.

2.2 Authorized Users. You are responsible for all activity under your account and for your Authorized Users’ compliance with these Terms. Credentials may not be shared between individuals. You must promptly deactivate users who leave your business.

2.3 Changes. Ovela may modify, add, or remove features. Ovela will not materially degrade core functionality you rely on without [thirty (30) days’] notice, and if it does, you may terminate under Section 13.3.

2.4 Beta features. Features labeled beta, preview, or early access are provided as-is, may be discontinued at any time, and are excluded from any warranty or service level commitment.

2.5 Third-party services. The Services may integrate with third parties (payment processors, SMS providers, accounting software, calendar services). Your use of those services is governed by their terms, and Ovela is not responsible for their acts, omissions, or availability.

Your responsibilities

You shall:

1. (a)provide accurate registration, business, and banking information and keep it current;
2. (b)maintain the confidentiality of credentials and notify Ovela immediately of suspected unauthorized access;
3. (c)use the Services in compliance with all applicable laws, including consumer protection, employment, wage-and-hour, tax, and privacy laws;
4. (d)obtain all consents legally required from Salon Clients and staff before entering their information into the Services, including consents required for appointment reminders and marketing messages (see Section 6);
5. (e)ensure your service menu, pricing, tax rates, tip settings, and commission rules are configured correctly — Ovela does not verify these and is not responsible for errors in your configuration;
6. (f)maintain adequate internet connectivity and physical security at your locations;
7. (g)be solely responsible for the classification, scheduling, wages, tips, and commissions of your staff, including whether technicians are employees or independent contractors and whether booth rental arrangements comply with law.

Prohibited use

You shall not, and shall not permit any Authorized User to:

1. (a)reverse engineer, decompile, or attempt to derive source code from the Services;
2. (b)resell, sublicense, or provide the Services to third parties, or use them to build a competing product;
3. (c)access the Services to benchmark or copy them for a competitor;
4. (d)upload malware or attempt to breach or circumvent security or access controls;
5. (e)use automated means to scrape the Services beyond documented APIs;
6. (f)exceed documented rate limits or impose unreasonable load;
7. (g)upload unlawful, infringing, or harassing content;
8. (h)use the Services to send unsolicited commercial messages in violation of the TCPA, CAN-SPAM, or California law;
9. (i)process transactions for any business or activity prohibited by Ovela’s payment processor or by card network rules;
10. (j)use the Services to process transactions that are not genuine sales of goods or services by your business, including cash advances, factoring another business’s transactions, or processing your own cards.

Ovela may suspend access immediately for a violation of this Section that presents a security, legal, or payment-network risk, with notice as soon as practicable.

Customer Data

5.1 Ownership. As between you and Ovela, you own all Customer Data. Ovela claims no ownership.

5.2 License to Ovela. You grant Ovela a non-exclusive, worldwide, royalty-free license to host, copy, transmit, process, and display Customer Data solely to (a) provide, maintain, secure, and support the Services; (b) prevent fraud and abuse; and (c) comply with law.

5.3 Aggregated data. Ovela may create and use de-identified, aggregated statistical data derived from use of the Services (for example, average appointment duration across the platform) for product improvement and benchmarking, provided such data does not identify you, your business, any Authorized User, or any Salon Client, and cannot reasonably be re-identified. Ovela will not sell Customer Data and will not disclose your individual business metrics to any other customer.

5.4 Your representations. You represent that you have all rights and consents necessary for Ovela to process Customer Data as described, including personal information of Salon Clients and staff.

5.5 Backups and export. Ovela maintains routine backups but you remain responsible for maintaining your own records as required by law and prudence. You may export Customer Data at any time through the Services. On termination, Section 13.5 applies.

5.6 Privacy. Ovela’s handling of personal information is described in the Privacy Policy and, where applicable, the Data Processing Addendum. In processing Salon Client personal information on your behalf, Ovela acts as a service provider under the California Consumer Privacy Act and does not sell or share such information.

5.7 Prohibited data. You shall not upload payment card numbers into free-text fields, Social Security numbers, government identification numbers, or health information beyond what is reasonably necessary for salon services (for example, an allergy note). Ovela is not a HIPAA business associate and the Services are not designed for protected health information.

Messaging and marketing

6.1 What the Services do. The Services can send appointment reminders, confirmations, receipts, and marketing messages to Salon Clients by SMS and email, based on rules you configure.

6.2 You are the sender. You, not Ovela, are the sender of every message sent from your account. Ovela provides the tooling; you decide who is messaged, what is said, and when.

6.3 Consent — your responsibility. You are solely responsible for obtaining and documenting all consents required by the Telephone Consumer Protection Act (“TCPA”), CAN-SPAM, and applicable state law before any number or address is messaged. Specifically:

1. (a)Marketing SMS requires prior express written consent from the recipient — a clear, conspicuous disclosure that they agree to receive marketing texts, that consent is not a condition of purchase, and that message and data rates may apply, together with a record of the agreement.
2. (b)Appointment reminders and transactional messages require prior express consent, which is a lower standard but is still a requirement.
3. (c)Consent does not transfer. A Salon Client who gave you a phone number to book an appointment has not thereby consented to marketing texts.

6.4 Imported client lists. If you import an existing client list into the Services, you represent that you hold documented consent, at the level required in Section 6.3, for every number and address you message. You shall not send marketing messages to imported contacts without that consent.

6.5 Opt-outs and message handling. Ovela will provide opt-out handling and will suppress numbers and addresses that opt out. You shall not attempt to circumvent suppression, re-import a suppressed contact, or message a contact who has opted out. You shall honor STOP, UNSUBSCRIBE, and equivalent requests, and shall support HELP responses.

6.6 Timing. You shall not send marketing messages outside the hours permitted by applicable law — generally 8:00 a.m. to 9:00 p.m. in the recipient’s local time zone — and shall comply with any stricter state requirement.

6.7 State laws. Several states impose requirements stricter than the TCPA, including Florida (Florida Telephone Solicitation Act), Oklahoma, and Washington. Some require separate prior express written consent and carry their own private rights of action. You are responsible for compliance in every state you message into.

6.8 Carrier registration. SMS sent through the Services is application-to-person messaging subject to A2P 10DLC carrier registration. You shall provide the brand and campaign information Ovela or its messaging provider requires, and shall not misrepresent your business, message content, or opt-in flow. Carriers may block, filter, or fine unregistered or misrepresented traffic, and Ovela is not responsible for messages blocked or filtered by a carrier.

6.9 Consent records. You shall retain records of consent for at least [five (5)] years after the last message sent to a recipient, and shall provide them to Ovela within [five (5)] business days of request if a complaint or claim arises.

6.10 Suspension. Ovela may suspend messaging on your account immediately, with notice as soon as practicable, if it reasonably believes messages are being sent without required consent, if carrier complaint rates become elevated, or if required by a carrier or messaging provider.

6.11 Indemnity. You shall defend and indemnify Ovela against all claims, damages, penalties, settlements, and costs arising from messages sent through your account, including claims under the TCPA, CAN-SPAM, and state messaging laws. This obligation is not subject to the liability cap in Section 14.6.

Fees and payment

7.1 Fees. You shall pay the fees on your Order Form. Subscription fees are billed in advance and processing fees are deducted as described in Section 12.

7.2 Payment method. You authorize Ovela to charge your designated payment method or debit your designated bank account for all amounts due, including subscription fees, hardware, and any amounts owed under Section 12.

7.3 Late payment. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Ovela may suspend the Services after [ten (10)] days’ written notice of non-payment, and may recover reasonable collection costs.

7.4 Disputes. You must dispute an invoice in writing within [thirty (30)] days, and shall pay all undisputed amounts when due. Amounts not disputed within that period are deemed accepted.

7.5 Taxes. Fees are exclusive of sales, use, and similar taxes, which are your responsibility. Ovela is responsible only for taxes on its own income. You are solely responsible for collecting and remitting sales tax on your services to customers; Ovela’s tax settings are a tool, not tax advice.

7.6 Price changes. Ovela may change subscription pricing effective at the end of your then-current term on [sixty (60)] days’ notice. Pricing protected by an Order Form is fixed for the period stated there.

7.7 No refunds. Except as expressly provided in these Terms or an Order Form, fees are non-refundable and there are no credits for partial periods or unused capacity.

Hardware

8.1 Hardware purchased from Ovela is yours on payment; title and risk of loss pass on delivery. Leased hardware remains Ovela’s property and must be returned in working order, ordinary wear excepted, within [fifteen (15)] days of termination or you will be charged the replacement value stated on the Order Form.

8.2 Warranty. Ovela passes through the manufacturer’s warranty to the extent permitted and provides [a 30-day] replacement for hardware that fails on arrival. Ovela itself makes no hardware warranty beyond this.

8.3 Damage caused by misuse, liquid, power surge, or unauthorized modification is not covered.

Intellectual property

9.1 Ovela owns all right, title, and interest in the Services, the Ovela name and marks, and all software, designs, and documentation, including all improvements. No rights are granted except as expressly stated.

9.2 Feedback. If you give Ovela suggestions or feedback, Ovela may use it without restriction, attribution, or compensation. You grant Ovela a perpetual, irrevocable, worldwide license to do so.

9.3 Publicity. Ovela may not use your name, logo, or salon photographs in marketing without your prior written consent.

Confidentiality

10.1 Each party shall protect the other’s non-public information disclosed under these Terms with at least reasonable care, use it only for purposes of these Terms, and not disclose it except to personnel and advisors bound by comparable obligations.

10.2 Obligations do not apply to information that is public through no fault of the recipient, was known without restriction before disclosure, is independently developed, or is rightfully received from a third party.

10.3 A party compelled by law to disclose shall give prompt notice where lawful and disclose only what is required.

10.4 These obligations last [three (3)] years after disclosure, and indefinitely for trade secrets.

Service availability

11.1 Target. Ovela targets [99.5]% monthly uptime for the core booking, scheduling, and point-of-sale functions, excluding (a) scheduled maintenance announced at least [48] hours in advance; (b) emergency maintenance; (c) failures of third-party services including payment processors, telecom carriers, and cloud infrastructure; (d) your internet, hardware, or configuration; and (e) force majeure.

11.2 Service credits. If uptime falls below the target in a calendar month and you request a credit in writing within [thirty (30)] days:

11.3 Service credits are your sole and exclusive remedy for unavailability, are applied against future invoices, and are not refundable in cash.

11.4 Support. Ovela provides support during [business hours, Monday–Saturday, 8am–7pm Pacific] by [email, phone, and text], in [English and Vietnamese], with target first response of [4 business hours] for standard issues and [1 hour] for issues preventing you from taking payments.

Payment services addendum

This Section applies if you use Ovela to accept card or electronic payments.

12.1 Structure and roles

Payment acceptance involves four parties, and it matters which one you are dealing with for any given issue:

Ovela is not a payment facilitator, a payment processor, an acquirer, a money transmitter, or a bank. Ovela does not underwrite you, does not hold or transmit your settlement funds, and is not a party to your merchant relationship with the Payment Facilitator.

12.2 Separate merchant agreement — read it

To accept payments you must enter into a separate agreement with the Payment Facilitator (the “Merchant Agreement”), which may be presented during Ovela onboarding.

The Merchant Agreement — not these Terms — governs your payment processing relationship, including the fees the Payment Facilitator charges you, funding timing, chargeback liability, reserves, account termination, and dispute rights. Where these Terms and the Merchant Agreement conflict as to payment processing, the Merchant Agreement controls. You should read it. Ovela will provide a copy on request and will not obscure or summarize away its terms.

12.3 Underwriting and approval

Approval is determined solely by the Payment Facilitator and the acquiring bank, based on their underwriting criteria, identity and beneficial-ownership verification, and card network rules. Ovela cannot guarantee that you will be approved, or that approval will continue. You shall provide accurate and complete information and promptly notify Ovela and the Payment Facilitator of material changes to your business, ownership, or bank account.

12.4 Funds flow

Settlement funds move from the acquiring bank through the Payment Facilitator to your designated bank account on the schedule stated in your Merchant Agreement. Ovela does not receive, hold, control, or direct your settlement funds at any point. Funding timing may be affected by the Payment Facilitator, the acquiring bank, banking holidays, cut-off times, and risk review. Ovela is not responsible for delayed or withheld funding.

12.5 Fees

1. (a)The processing rates and fees stated on your Order Form are [the rates the Payment Facilitator will charge you / rates Ovela has negotiated on your behalf with the Payment Facilitator] and are [billed and collected by the Payment Facilitator / billed by Ovela].
2. (b)Ovela [receives compensation from the Payment Facilitator based on your processing volume / retains the difference between the Payment Facilitator’s cost and the rate on your Order Form]. Ovela discloses this so you understand its economic interest in your choice of payment provider.
3. (c)Interchange, network assessments, and regulatory fees are set by the card networks, are passed through in addition to the stated rates, and may change. Ovela will give [thirty (30)] days’ notice of a passthrough increase where it receives sufficient notice to do so. Passthrough increases are not subject to any price protection on your Order Form.

12.6 Gateway and card data

1. (a)Card credentials are captured, encrypted, and tokenized by the Gateway. Ovela’s systems do not store, process, or transmit full card numbers, CVV codes, PINs, or magnetic stripe or chip track data. Ovela retains only a token, card brand, and last four digits.
2. (b)Tokens created through the Gateway are stored in the Gateway’s vault. Customer Data as defined in Section 5 includes your transaction records and the metadata Ovela holds, but stored card credentials are held by the Gateway subject to its terms and to card network rules on token portability.
3. (c)Ovela is not responsible for Gateway outages, latency, or errors. Where a Gateway failure prevents you from accepting payments, Ovela will (i) notify you, (ii) escalate to the Gateway, and (iii) where technically available, enable an alternative acceptance method. Gateway downtime is excluded from the availability commitment in Section 11.

12.7 PCI DSS — who is responsible for what

1. (a)You shall comply with the Payment Card Industry Data Security Standard and applicable card network rules, and shall complete the Self-Assessment Questionnaire your Payment Facilitator requires.
2. (b)You shall not enter full card numbers, CVV codes, or expiration dates into any free-text field in the Services, including client notes and appointment comments.
3. (c)Ovela will make available its current attestation and the Gateway’s and Payment Facilitator’s attestations on request.
4. (d)Fines, assessments, or forensic investigation costs imposed by a card network or acquiring bank arising from your non-compliance are your responsibility and may be passed through.

12.8 Chargebacks and disputes

1. (a)You bear full financial responsibility to the Payment Facilitator for all chargebacks, refunds, returns, and disputed transactions, plus any chargeback fee stated in your Merchant Agreement or Order Form.
2. (b)The Services will surface dispute notices and support response submission. Deadlines are set by the card networks and are short and unforgiving. You are responsible for responding within them; Ovela’s provision of tooling is not an assumption of that responsibility.
3. (c)The Payment Facilitator may debit your bank account or offset against settlement funds to recover these amounts, as provided in your Merchant Agreement.
4. (d)Sustained excessive chargeback ratios may place you in a card network monitoring program and may result in fines or termination of your ability to accept cards. Ovela will notify you if it becomes aware you are approaching a threshold.

12.9 Reserves

The Payment Facilitator may impose a rolling or fixed reserve on your account based on chargeback ratios, transaction patterns, business changes, or network rules. Reserve terms are governed by your Merchant Agreement. Ovela does not impose reserves and does not control their imposition or release.

12.10 Tips

Where the Services calculate, allocate, or distribute tips, you are solely responsible for the accuracy of tip allocation, any tip pooling arrangement, tip reporting to tax authorities, and compliance with federal and California wage-and-hour law. Ovela provides calculation tooling based on the rules you configure. Ovela does not determine, and does not advise on, whether your tip arrangement is lawful.

12.11 Payouts to technicians and booth renters

1. (a)If you use the Services to direct settlement funds to technicians, booth renters, or other third parties, that functionality is provided by the Payment Facilitator’s split-funding or sub-account capability, subject to its terms and its onboarding requirements for each recipient.
2. (b)You represent that you are legally entitled to direct those payments and that the underlying arrangement — including worker classification, booth rental agreements, and any commission structure — complies with applicable law.
3. (c)Recipients of split funds may be required to complete their own identity verification and to accept the Payment Facilitator’s terms.
4. (d)Ovela may decline to support any funds-flow configuration, and shall not be treated as having approved the lawfulness of any arrangement it supports.

12.12 Prohibited transactions

You shall not process transactions prohibited by the Payment Facilitator’s acceptable use policy or by card network rules, and shall not process transactions that are not genuine sales by your business — including cash advances, processing your own cards, or processing on behalf of another business. Violations may result in immediate termination of payment services, fines passed through to you, and placement on a card network terminated merchant file.

12.13 Suspension and termination of payment services

1. (a)The Payment Facilitator or the acquiring bank may suspend or terminate your ability to accept payments at any time under the Merchant Agreement or card network rules, including on suspicion of fraud or prohibited activity. Ovela may be required to give effect to that decision and may have no ability to reverse it.
2. (b)Ovela may suspend payment functionality where required by the Payment Facilitator, the Gateway, or law.
3. (c)Termination of payment services does not automatically terminate your Ovela subscription and does not relieve you of subscription fees. However, if your payment services are terminated for a reason other than your breach or your conduct, you may terminate this Agreement under Section 13.3 and receive a pro-rata refund.

12.14 Ovela’s role — disclaimer

OVELA IS NOT A PARTY TO YOUR MERCHANT AGREEMENT AND IS NOT LIABLE FOR THE ACTS, OMISSIONS, DECISIONS, FEES, FUNDING TIMING, RESERVES, SUSPENSIONS, OR TERMINATIONS OF THE PAYMENT FACILITATOR, THE GATEWAY, OR ANY ACQUIRING BANK. Ovela’s obligation is limited to providing the software integration in a professional and workmanlike manner under Section 14.2 and to using commercially reasonable efforts to escalate issues on your behalf. The Payment Facilitator and the Gateway are intended third-party beneficiaries of this Section 12.

12.15 Change of payment provider

If Ovela changes its Payment Facilitator or Gateway, Ovela will give at least [sixty (60)] days’ notice. You may be required to complete new underwriting. If the change results in materially worse rates or funding terms for you, you may terminate under Section 13.3 without penalty. Ovela will use commercially reasonable efforts to migrate stored payment credentials, subject to card network token portability rules and the outgoing provider’s cooperation.

Term and termination

13.1 Term. These Terms begin on the Order Form date and continue for the Initial Term, then renew automatically for successive [twelve (12)] month periods unless either party gives [thirty (30)] days’ written notice before the end of the then-current term.

13.2 Termination by Ovela. Ovela may terminate (a) for your material breach uncured [thirty (30)] days after written notice; (b) immediately for non-payment uncured [ten (10)] days after notice; (c) immediately for a violation of Section 4 presenting security, legal, or payment-network risk; or (d) if you become insolvent or file for bankruptcy.

13.3 Termination by Customer. You may terminate (a) for Ovela’s material breach uncured [thirty (30)] days after written notice; (b) on a materially adverse change to these Terms under Section 16.1; (c) on a material degradation of core functionality under Section 2.3; or (d) during any trial period stated on your Order Form.

13.4 Effect. On termination, your access ends, all accrued fees become due, and you shall return leased hardware. If you terminate under 13.3 or Ovela terminates without cause, Ovela shall refund prepaid fees for the unused portion of the term. If Ovela terminates under 13.2, no refund is due.

13.5 Data on termination. Ovela will make Customer Data available for export in a machine-readable format for [thirty (30)] days after termination, at no charge, regardless of any fee dispute. After [ninety (90)] days, Ovela will delete Customer Data from active systems, and from backups on the ordinary backup rotation, except where retention is required by law.

13.6 Survival. Sections 5.1, 7, 9, 10, 12.8, 12.9, 13.4, 13.5, 14, and 15 survive.

Warranties, disclaimers, indemnity, and liability

14.1 Mutual warranties. Each party warrants it has authority to enter these Terms and will comply with laws applicable to its performance.

14.2 Ovela’s warranty. Ovela warrants it will provide the Services in a professional and workmanlike manner consistent with generally accepted industry standards. Your exclusive remedy for breach is re-performance or, if Ovela cannot cure within [thirty (30)] days, termination and a pro-rata refund.

14.3 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” OVELA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. OVELA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED. OVELA DOES NOT PROVIDE LEGAL, TAX, ACCOUNTING, OR EMPLOYMENT ADVICE.

14.4 Ovela’s indemnity. Ovela shall defend and indemnify you against third-party claims that the Services infringe a U.S. patent, copyright, or trademark, provided you give prompt notice, tender control of the defense, and reasonably cooperate. Ovela may modify the Services, procure a license, or terminate and refund prepaid fees. This indemnity excludes claims arising from Customer Data, your configuration, combination with non-Ovela products, or your use in violation of these Terms.

14.5 Your indemnity. You shall defend and indemnify Ovela against third-party claims arising from (a) Customer Data or your lack of required consents; (b) messages sent under Section 6; (c) your violation of law, including employment, wage-and-hour, tax, and consumer protection law; (d) disputes with your Salon Clients or staff; (e) chargebacks and payment disputes; and (f) your breach of Section 4.

14.6 Liability cap. EXCEPT FOR THE EXCLUDED CLAIMS BELOW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO OVELA IN THE [TWELVE (12)] MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14.7 Consequential damages. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, OR LOSS OR CORRUPTION OF DATA, EVEN IF ADVISED OF THE POSSIBILITY.

14.8 Excluded claims. Sections 14.6 and 14.7 do not apply to (a) your payment obligations, including amounts under Section 12.8; (b) either party’s indemnity obligations; (c) breach of confidentiality; (d) a party’s gross negligence, willful misconduct, or fraud; or (e) liability that cannot be limited by law.

14.9 Allocation of risk. You acknowledge that the fees reflect this allocation of risk and that Ovela would not provide the Services on these terms without it.

Dispute resolution

15.1 Informal resolution. Before filing, each party shall notify the other in writing and attempt good-faith resolution for [thirty (30)] days.

15.2 Binding arbitration. Any dispute not resolved informally shall be finally settled by binding arbitration before a single arbitrator administered by JAMS under its Streamlined Arbitration Rules, seated in [COUNTY] County, California. The arbitrator’s award may be entered in any court of competent jurisdiction.

15.3 Class action waiver. DISPUTES SHALL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING. If this waiver is held unenforceable, Section 15.2 is void as to the affected claims, which shall proceed in court.

15.4 Exceptions. Either party may (a) bring an individual claim in small claims court, and (b) seek injunctive relief in court to protect intellectual property or confidential information.

15.5 Fees. Each party bears its own attorneys’ fees; arbitration fees are allocated by the arbitrator.

15.6 Governing law. California law governs, without regard to conflict-of-laws rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

General

16.1 Changes to these Terms. Ovela may update these Terms on [thirty (30)] days’ notice by email and in-product. If an update materially and adversely affects you, you may terminate within [thirty (30)] days of notice and receive a pro-rata refund of prepaid fees. Continued use after the effective date constitutes acceptance.

16.2 Notices. To you, at the email on your account; to Ovela, at [legal@___] with a copy to [ADDRESS]. Deemed given on the next business day after sending.

16.3 Assignment. You may not assign these Terms without Ovela’s written consent, except to a successor to all or substantially all of your business that is not an Ovela competitor, on notice. Ovela may assign to an affiliate or successor.

16.4 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations.

16.5 Independent contractors. No partnership, joint venture, employment, or agency relationship is created.

16.6 No third-party beneficiaries. Except that the Payment Facilitator and Gateway are intended third-party beneficiaries of Section 12, as stated in Section 12.14.

16.7 Severability; waiver; headings. Unenforceable provisions shall be modified to the minimum extent necessary. No waiver unless in writing. Headings are for convenience only.

16.8 Entire agreement. These Terms, the Order Form, the Privacy Policy, and any DPA are the entire agreement and supersede all prior proposals and representations.

16.9 Language. These Terms are drafted in English. Any translation is provided for convenience; the [English] version controls.