OPTIVO TERMS OF SERVICE
Effective: July 14, 2025PLEASE READ THESE TERMS OF SERVICE ("Terms") CAREFULLY. BY ACCESSING OR USING THE OPTIVO PLATFORM (THE "Service") YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICE.DEFINITIONS
"Optivo," "we," "us," or "our" means Sherbrooke Holding LLC d/b/a Optivo, a Vermont limited‑liability company with its principal place of business at Burlington, Vermont, USA. "Customer," "you," or "your" means the entity or individual who creates an account to use the Service. "Authorized Users" means your employees, contractors, or agents whom you permit to use the Service under your account.THE SERVICE
Optivo provides a cloud‑based scheduling and workforce‑management platform that includes individual calendars, a consolidated scheduler view, task assignment, hour tracking, and integrations with third‑party services such as Microsoft Outlook, Google Calendar, Zoom, and Stripe (collectively, "Third‑Party Services"). Features may change from time to time.ELIGIBILITY & ACCOUNT REGISTRATION
You must be at least 18 years old and able to form a binding contract to use the Service. You agree to provide accurate, complete, and current registration information, to keep it updated, and to safeguard your login credentials. You are responsible for all activities under your account.SUBSCRIPTIONS, FEES, AND PAYMENT
4.1 Plans & Billing. The Service is offered on a subscription basis priced per Authorized User. Current prices are shown at checkout. Fees are billed via Stripe on a recurring monthly basis unless otherwise agreed.
4.2 Taxes. Prices exclude applicable taxes, which you are responsible for paying.
4.3 Late Payments. Overdue amounts may accrue interest at 1.5% per month (or the maximum allowed by law). We may suspend the Service until all fees are paid.
4.4 Cancellations & Refunds. Subscriptions may be canceled at any time. Fees are non‑refundable, and the Service will remain active until the end of the current billing period.LICENSE & INTELLECTUAL PROPERTY
We grant you a limited, non‑exclusive, non‑transferable right for Authorized Users to access and use the Service during your subscription term in accordance with these Terms. We and our licensors retain all rights, title, and interest in and to the Service, including all software, content, and trademarks.USER CONTENT & CONDUCT
6.1 User Content. You retain ownership of content you submit to the Service ("User Content"). You grant Optivo a worldwide, royalty‑free license to host, process, transmit, and display User Content as necessary to provide the Service.
6.2 Prohibited Conduct. You and your Authorized Users must not (a) breach or circumvent security measures; (b) reverse engineer or decompile the Service; (c) upload viruses or malicious code; (d) use the Service to violate any law; or (e) infringe any third‑party rights.THIRD‑PARTY SERVICES
The Service may enable integrations with Third‑Party Services. Your use of Third‑Party Services is governed solely by their terms. Optivo is not responsible for Third‑Party Services and does not guarantee their continued availability.PRIVACY & DATA SECURITY
Our collection and use of personal data is described in the Optivo Privacy Policy available at https://joinoptivo.com/privacy. We implement appropriate technical and organizational measures to protect your data. You acknowledge that no system is completely secure.WARRANTY DISCLAIMER
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." OPTIVO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON‑INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR‑FREE, OR SECURE.LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPTIVO WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL. OPTIVO’S TOTAL LIABILITY FOR ALL CLAIMS IN ANY 12‑MONTH PERIOD WILL NOT EXCEED THE FEES YOU PAID US FOR THE SERVICE IN THAT PERIOD.INDEMNIFICATION
You agree to defend, indemnify, and hold Optivo harmless from any claims, damages, or expenses (including attorneys’ fees) arising out of or related to your or your Authorized Users’ use of the Service or violation of these Terms.TERM, SUSPENSION & TERMINATION
These Terms remain in effect while you have an active subscription. We may suspend or terminate your access for material breach with written notice (email sufficient) if the breach is not cured within 30 days. Upon termination, your license ends and you must stop using the Service. We may delete your data after 30 days.MODIFICATIONS TO THE SERVICE OR TERMS
We may modify the Service or these Terms at any time. For material changes, we will give at least 30 days’ notice via email or in‑app notification. Continued use after the effective date constitutes acceptance of the revised Terms.GOVERNING LAW & DISPUTE RESOLUTION
These Terms are governed by the laws of the State of Vermont, USA, without regard to conflict‑of‑laws principles. Any disputes will be resolved exclusively in the state or federal courts located in Chittenden County, Vermont.GENERAL
These Terms constitute the entire agreement between you and Optivo regarding the Service and supersede all prior agreements. If any provision is unenforceable, the remainder will remain in effect. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Failure to enforce any provision is not a waiver.THIS DOCUMENT MAY BE UPDATED WITHOUT NOTICE.