Terms of Service

These Terms of Service (the "Terms") are a binding agreement between PavlEx Incorporated, a corporation organized under the laws of the State of Illinois ("PavlEx Incorporated", "we", "us"), and the organization that subscribes to or uses the Service ("Customer", "you").

The "Service" means the Oplix web application, the Oplix Go mobile applications, our websites, application programming interfaces, documentation, and any related support we provide.

By creating an account, clicking to accept, or accessing or using the Service, you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you use the mobile app, the Oplix Go License Agreement also applies. If you do not agree, do not use the Service.

If you accept these Terms on behalf of an organization, you represent that you are authorized to bind that organization, and "you" refers to that organization. If you and PavlEx Incorporated have signed a separate written agreement covering the Service, that agreement controls to the extent it conflicts with these Terms.

The Service is offered only to businesses and other organizations, and only to individuals who are at least 18 years old and acting on behalf of such an organization in the course of its business. The Service is not directed to consumers, is not intended for personal, family, or household use, and is not directed to children.

The Service is currently offered for use in the United States. We make no representation that the Service or any of its content, tax data, or compliance features is appropriate or available for use in any other jurisdiction. If you access the Service from outside the United States, you do so on your own initiative and are responsible for compliance with local law.

You may not use the Service if you are barred from doing so under applicable law, including United States export control and sanctions laws, or if we have previously terminated your account.

Access is provided through named user accounts within one or more organizations. Your administrators control who is invited, what role and permissions each user has, and when access is removed. We rely on those administrator decisions and are not responsible for determining whether a given user should have access to particular records.

• You are responsible for all activity that occurs under your organization's accounts, including activity by your employees, contractors, and agents.
• You must provide accurate account information and keep it current.
• Credentials are personal to each user and must not be shared. You must require reasonable password practices and promptly deactivate users who leave.
• You must notify us promptly at admin@oplix.us if you learn of any unauthorized access to or use of the Service.
• You must not exceed the user, organization, location, or other limits of your subscription plan or attempt to circumvent them.

An organization administrator can view, modify, export, and delete the organization's data, including data entered by individual users, and can revoke a user's access and remotely wipe company data cached on that user's mobile device. If you use the Service with an account issued to you by an organization, that organization — not PavlEx Incorporated — controls your account.

Plans and entitlements

The Service is sold as a subscription. The features and modules available to you, and any user, organization, location, or usage limits, depend on the plan you select at checkout. We may change plan names, packaging, included modules, and limits prospectively; changes that materially reduce the functionality of your current paid plan will not take effect for your organization until your next renewal.

Free trial

We may offer a free trial of approximately 14 days, which may include modules that are not part of the plan you later purchase. Trials are provided for evaluation only, are offered "as is" without any warranty or service commitment, and may be modified, limited, suspended, or discontinued by us at any time. Unless you purchase a subscription before the trial ends, access to the Service will stop and trial data may be deleted.

Fees, renewal, and payment

• Fees are those in effect when you subscribe or renew, as shown at checkout or in your order.
• Subscriptions renew automatically for successive terms of the same length unless cancelled before the end of the then-current term. You can cancel from the subscription settings in the Service.
• Payments are processed by our third-party payment processor. We do not collect or store full payment card numbers. You authorize us and our processor to charge your payment method for all fees due.
• We may change fees prospectively, effective at your next renewal, with at least 30 days' notice by email or in-product notice.
• If a payment fails or an amount is past due, we may suspend the Service after reasonable notice, and you remain responsible for the amounts owed plus any costs of collection permitted by law.

No refunds

Taxes

Fees exclude all sales, use, excise, value-added, and similar taxes. You are responsible for those taxes other than taxes on our net income. If we are required to collect a tax, we will add it to your invoice.

"Customer Data" means the data, records, files, and other content that you or your users submit to, or generate in, the Service — including your customer, vendor, product, order, inventory, financial, and personnel records.

As between you and us, you own your Customer Data. You grant us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, process, and modify Customer Data solely to provide, secure, support, and improve the Service for you, to prevent or address technical or security problems, and as otherwise permitted by these Terms and our Privacy Policy.

You represent and warrant that:

• You have all rights, consents, and lawful bases necessary to submit Customer Data to the Service and to allow us to process it as described here.
• Customer Data, and your use of the Service, comply with all laws applicable to you — including alcohol beverage control, excise tax, food and drug, transportation, employment, consumer protection, anti-corruption, and privacy laws.
• You will not submit to the Service any data that we are not equipped to receive, including protected health information subject to HIPAA, full payment card numbers, government-issued identification numbers except where the Service expressly provides a field for them, or information about children under 13.
• You are solely responsible for the accuracy, quality, legality, and integrity of Customer Data and for the results obtained from using it.

We may generate aggregated and de-identified statistical data from use of the Service and use it to operate, analyze, improve, and market our products, provided that such data does not identify you, your users, or your customers and is not reverse-engineerable to Customer Data.

You and your users must not, and must not permit anyone to:

• Use the Service in violation of any law, regulation, or third-party right, or to facilitate an unlawful transaction — including any sale, shipment, or delivery of alcohol or other regulated goods that is not permitted by the licenses and permits you hold.
• Copy, modify, translate, reverse engineer, decompile, disassemble, or attempt to derive the source code, underlying structure, or algorithms of the Service, except to the limited extent that applicable law prohibits this restriction.
• Rent, lease, sell, sublicense, distribute, or provide the Service to a third party, or use it to build or assist in building a competing or substantially similar product or service.
• Access the Service to benchmark it or publish performance or comparison results without our prior written consent.
• Scrape, crawl, harvest, or bulk-extract data from the Service other than through features and interfaces we provide for that purpose, or exceed documented rate limits.
• Upload or transmit malware, or any code intended to disrupt, damage, disable, or gain unauthorized access to the Service or to any system or data.
• Probe, scan, penetration-test, or attempt to bypass authentication, authorization, tenant isolation, rate limiting, or any other security or access-control mechanism, except under a written testing authorization from us.
• Interfere with or place an unreasonable load on the Service or the infrastructure that supports it, including through automated or high-volume requests.
• Impersonate another person or organization, misrepresent an affiliation, or use another user's credentials.
• Remove, obscure, or alter any proprietary notice, branding, or attribution in the Service.
• Use the Service to store or transmit material that is infringing, defamatory, harassing, or otherwise unlawful.

We may investigate suspected violations and may remove or disable content or access that we reasonably believe violates this section or exposes us or others to liability. Where practicable and lawful, we will notify you first.

Oplix Go caches a scoped copy of Customer Data on the user's device so the user can work without a network connection. You acknowledge and agree that:

• Values calculated on the device while offline — including prices, discounts, taxes, availability, and order totals — are estimates. The authoritative result is the one produced by the server when the device synchronizes.
• Work captured offline is not recorded in the Service until it successfully synchronizes, and may be rejected by server-side business rules (for example, a closed accounting period, insufficient stock, or a conflicting change). Rejected and conflicting items are surfaced in the app for a person to resolve.
• Data cached on a device is exposed to the risks of that device. You are responsible for issuing devices to appropriate users, enforcing device passcodes and, where offered, biometric app locks, and promptly revoking devices that are lost, stolen, or assigned to departing personnel.
• Connectivity, device performance, operating system behavior, and background-execution limits imposed by Apple or Google are outside our control and may delay or prevent synchronization.

You are responsible for verifying against the Service any information a user relies on for a regulated, financial, or safety-critical decision.

The Service can connect to third-party products you choose to enable, such as QuickBooks. Those products are provided by their own vendors under their own terms and privacy policies. When you enable an integration, you authorize us to access and exchange the relevant data with that product on your behalf.

We do not control third-party products and are not responsible for them, for their availability, accuracy, or security, or for any act or omission of their providers. A third party may change or discontinue its interfaces at any time, which may interrupt or end an integration without liability to us. Your use of a third-party product is between you and that provider.

The Service includes features that record product classifications, jurisdictions, tax rates, effective dates, ledger entries, and compliance reports. These features operate on data that you and your personnel configure and maintain. Rates, rules, jurisdictional boundaries, and reporting formats change, and the Service may not reflect a change at the time you rely on it.

• You are solely responsible for determining the licenses and permits required for your operations and for maintaining them.
• You are solely responsible for the accuracy of tax rates, classifications, and other regulatory data you enter or accept, and for reviewing every report, return, invoice, and record before you rely on it or file it.
• You are solely responsible for your accounting policies, your financial statements, and your filings with any authority.
• We do not act as your agent, broker, accountant, tax preparer, or attorney, and no feature of the Service creates such a relationship.

Consult qualified counsel and a licensed accountant or tax professional regarding your obligations. Any templates, sample data, default rates, or documentation we provide are illustrative only.

We aim to keep the Service available, but we do not commit to any specific uptime, response time, or service level unless we have agreed to one in a separate signed agreement. The Service may be unavailable during planned maintenance, emergency maintenance, or events outside our reasonable control.

Support is provided in English through the channels described on our support page. We may modify, add, or discontinue features of the Service. If we discontinue a material feature of your paid plan, your remedy is to terminate the affected subscription and receive a pro-rated refund of prepaid, unused fees for that subscription, which is our entire liability for the discontinuation.

We may make features available that are identified as beta, preview, pilot, early access, or otherwise pre-release ("Beta Features"). Beta Features may be incomplete, may change or be removed at any time, and may contain errors that cause loss of data or incorrect results.

Do not use Beta Features for production records you cannot afford to lose or re-create, and do not rely on them for regulatory or financial reporting.

The Service, including all software, interfaces, designs, text, graphics, documentation, and the Oplix and Oplix Go names and logos, is owned by PavlEx Incorporated and its licensors and is protected by intellectual property law. Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your subscription term for your internal business purposes. All rights not expressly granted are reserved. No source code is licensed to you.

If you send us ideas, suggestions, or feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use and exploit that feedback for any purpose without obligation or compensation to you.

Each party may receive information of the other that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Customer Data is your Confidential Information; the non-public elements of the Service, including pricing, roadmaps, and security documentation, are ours.

Each party will use the other's Confidential Information only as necessary to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to its personnel and contractors who need it and are bound by comparable obligations. Confidential Information does not include information that is public through no fault of the receiving party, was already known to it without restriction, is independently developed, or is rightfully obtained from a third party. A party may disclose Confidential Information if legally compelled, after giving the other party reasonable prior notice where lawful.

We maintain administrative, technical, and physical safeguards designed to protect Customer Data, including encryption of data in transit, encryption of data cached on mobile devices, tenant isolation between organizations, role-based access controls, and logging of administrative activity.

You are responsible for the security decisions within your control: who you grant access to, what permissions you assign, how you manage credentials and devices, and how promptly you revoke access. You are responsible for maintaining your own backups or exports of Customer Data that is critical to your business. If we become aware of a security incident affecting your Customer Data, we will notify you without undue delay as required by applicable law.

We may suspend or limit access to the Service, in whole or in part, if:

• Fees are past due after notice;
• We reasonably believe your use violates Section 6 (Acceptable use) or applicable law;
• Your use poses a security risk to the Service, to us, or to another customer, or may subject us to liability; or
• We are required to do so by law or by a government or regulatory authority.

Where practicable, we will give notice and an opportunity to cure before suspending, and we will restore access when the cause is resolved. Suspension does not relieve you of the obligation to pay fees for the suspended period unless the suspension resulted from our error.

Either party may terminate for material breach if the breach is not cured within 30 days after written notice. You may stop using the Service and cancel renewal at any time. We may terminate a free trial, a free plan, or a Beta Feature at any time. Sections that by their nature should survive termination will survive, including Sections 5, 9, and 12 through 23.

Export your Customer Data before your subscription ends. The Service provides document, report, and data export features while your subscription is active.

After termination or expiration, we will retain Customer Data for approximately 30 days so that you can request an export, after which we may delete it. After that period we have no obligation to retain, return, or produce Customer Data, and it may be permanently and irreversibly deleted. Deletion from routine backups occurs on our normal backup cycle. We may retain records we are required to keep by law, such as billing and tax records, and information reasonably necessary to resolve disputes and enforce our agreements.

Without limiting the foregoing, we do not warrant that the Service will be uninterrupted, timely, secure, or error-free; that defects will be corrected; that the Service will meet your requirements or operate with any particular hardware, software, or third-party product; or that any data, calculation, rate, report, or output generated by the Service will be accurate, complete, current, or compliant with any law or regulation.

Some jurisdictions do not allow the exclusion of certain warranties, so some of these exclusions may not apply to you. In that case, such warranties are limited to the minimum scope and duration permitted by law.

These limitations apply to all claims and theories of liability, whether in contract, warranty, tort (including negligence), strict liability, statute, or otherwise, and apply in the aggregate across all claims. They do not limit your obligation to pay fees due, or either party's liability for fraud, willful misconduct, or gross negligence, or for any other liability that cannot be limited under applicable law.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above may not apply in full to you; in that case our liability is limited to the greatest extent permitted by law.

You will defend, indemnify, and hold harmless PavlEx Incorporated and its officers, directors, employees, contractors, suppliers, and licensors from and against any third-party claim, demand, action, or proceeding, and all resulting losses, damages, fines, penalties, settlements, costs, and reasonable attorneys' fees, arising out of or relating to:

• Customer Data, including any claim that it infringes or misappropriates a third party's rights or was submitted or processed unlawfully;
• Your or your users' use of the Service, including any violation of Section 6 (Acceptable use);
• Your violation of any law or regulation applicable to your business, including alcohol beverage control, excise tax, transportation, employment, and privacy laws;
• Your products, your transactions with your customers and vendors, and any regulatory filing or record you produce with the assistance of the Service; or
• Your breach of these Terms or of any representation or warranty you make in them.

We will promptly notify you of the claim, give you sole control of the defense and settlement (except that you may not settle in a way that admits our fault or imposes an obligation on us without our written consent), and provide reasonable cooperation at your expense. We may participate with counsel of our own choosing at our expense.

Informal resolution first

Before starting an arbitration or other proceeding, the parties will try in good faith to resolve the dispute informally. Send a written notice describing the dispute and the relief sought to admin@oplix.us. If the dispute is not resolved within 60 days after the notice, either party may begin arbitration.

Binding arbitration

The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Cook County, Illinois, and conducted in English. The Federal Arbitration Act governs the interpretation and enforcement of this section. The arbitrator has exclusive authority to resolve any dispute about the interpretation, applicability, enforceability, or formation of this arbitration agreement, except that a court decides whether a claim belongs in small-claims court. Judgment on the award may be entered in any court of competent jurisdiction.

Class action and jury trial waiver

If this class action waiver is found unenforceable as to a particular claim or request for relief, that claim or request will be severed and heard in court under Section 21, and all other claims will proceed in arbitration.

Exceptions

Either party may bring an individual action in small-claims court, and either party may seek injunctive or other equitable relief in court to prevent actual or threatened infringement or misappropriation of intellectual property or breach of confidentiality obligations.

Time limit

To the extent permitted by law, any claim arising out of or relating to these Terms or the Service must be brought within one year after the claim accrues, or it is permanently barred.

These Terms and any dispute arising out of them or the Service are governed by the laws of the State of Illinois, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

For any dispute not subject to arbitration under Section 20, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Cook County, Illinois, and waive any objection to that forum.

We may update these Terms from time to time. If a change is material, we will provide notice by email to your account administrators or through the Service before it takes effect, and the change will become effective no earlier than 30 days after notice — except that changes required by law or addressing a security risk may take effect immediately.

The "Effective" date at the top of this page shows when the current version took effect. Continued use of the Service after a change takes effect means you accept the updated Terms. If you do not accept them, stop using the Service and cancel your subscription; that is your exclusive remedy.

Entire agreement

These Terms, the Privacy Policy, the Oplix Go License Agreement, and any order or checkout page referencing them are the entire agreement between the parties about the Service and supersede all prior or contemporaneous proposals, discussions, and understandings. Any purchase order or other document you issue is for administrative convenience only, and its terms have no effect.

Assignment

You may not assign or transfer these Terms without our prior written consent, except to a successor in connection with a merger, reorganization, or sale of substantially all of your assets, provided the successor is not our competitor and assumes your obligations. We may assign these Terms freely. Any prohibited assignment is void.

Notices

Notices to you may be sent by email to the addresses of your account administrators or posted in the Service, and are effective when sent or posted. Notices to us must be sent to PavlEx Incorporated, attention: Legal — admin@oplix.us.

Force majeure

Neither party is liable for a failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disaster, epidemic, war, terrorism, civil unrest, labor action, government action, failure of the internet or of telecommunications, cloud infrastructure or hosting failures, and denial-of-service or other attacks.

Export control and sanctions

You represent that you and your users are not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive United States sanctions, and are not on any United States government restricted-party list. You will not export or re-export the Service in violation of United States export control laws.

United States government users

The Service is "commercial computer software" and "commercial computer software documentation" as those terms are used in FAR 12.212 and DFARS 227.7202. Government users acquire only the rights set out in these Terms.

Independent contractors; no third-party beneficiaries

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship. Except as stated in the Oplix Go License Agreement with respect to Apple and Google, there are no third-party beneficiaries to these Terms.

Severability and waiver

If a provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed, and the remaining provisions will remain in full force. A failure to enforce a provision is not a waiver of it.

Language and interpretation

These Terms are in English, which controls. Headings are for convenience only. "Including" means "including without limitation". These Terms will not be construed against the drafter.

PavlEx Incorporated — Oplix

PavlEx Incorporated, attention: Legal — admin@oplix.us

Questions, privacy requests, and legal notices: admin@oplix.us.