Subscription Agreement

Olympas provides Goúri, a cloud-based commercial operating system that may include ERP, point of sale, connected e-commerce, and white-labeled mobile applications. We will provide the Services substantially as described on our website and in any plan or ordering document you select. We may update, improve, or modify the Services from time to time, provided we do not materially reduce the core functionality of a paid plan during a period for which you have already paid.

To use the Services you must create an account and provide accurate, current, and complete information, and keep it up to date. You are responsible for safeguarding your account credentials and for all activity that occurs under your account. Notify us promptly of any unauthorized use. You must be at least 18 years old and able to form a binding contract.

We may offer a free trial (currently two months, with no payment card required). During the trial you may use the Services subject to this Agreement. Trials are provided “as is” and “as available” without warranty of any kind.

We will not charge you for the Services unless and until you provide payment information and start a paid subscription. If you do not convert to a paid subscription within a reasonable period after the trial ends, your trial data and configuration may be permanently deleted. We will use commercially reasonable efforts to notify you before deletion.

Paid subscriptions are billed at the plan price then in effect (currently a flat US$200 per month for the standard plan), plus any applicable taxes. Fees are billed in advance on a recurring monthly basis through our third-party payment processor. You authorize Olympas and our payment processor to charge your designated payment method for all fees when due.

Except as expressly stated in this Agreement or required by law, fees are non-refundable and payments for a period already billed are non-cancelable. If a charge fails or a payment is past due, we may suspend the Services until the amount owed is resolved.

For plans that include a price-lock commitment (currently, the standard plan price is locked for twenty-four (24) months from your paid start date), your recurring subscription price will not increase during the lock period. After the lock period, we may adjust pricing on renewal with at least thirty (30) days’ prior notice.

Please read this section carefully. It explains how your subscription renews and how to cancel.

YOUR PAID SUBSCRIPTION RENEWS AUTOMATICALLY. Your monthly subscription will automatically renew for successive monthly periods at the then-current price (subject to any Price Lock) unless you cancel before the end of the current billing period.

YOU MAY CANCEL AT ANY TIME, effective at the end of your current billing period, from your account settings or by contacting us at contact@olympasapps.com. There is no cancellation fee and no long-term commitment. On cancellation you keep access until the end of the period you have paid for. We do not provide prorated refunds for partial periods except where required by law.

Where required by applicable automatic-renewal laws, we will provide renewal reminders and an easy online method to cancel.

Fees are exclusive of taxes. You are responsible for all sales, use, value-added, goods-and-services, and similar taxes associated with your subscription, excluding taxes based on Olympas’s net income.

“Customer Data” means data that you or your users submit to or process through the Services, including data about your own customers and vendors. As between the parties, you own and retain all rights in Customer Data. You grant Olympas a limited, non-exclusive license to host, process, transmit, and display Customer Data solely to provide, secure, and support the Services.

Our handling of personal data is governed by our Privacy Policy and, where applicable, our Data Processing Addendum, which is incorporated into this Agreement by reference. You are responsible for the accuracy and legality of Customer Data and for having the rights, notices, and consents necessary for Olympas to process it.

You agree that you will not:

• Use the Services in violation of any law or the rights of any third party
• Upload or transmit malicious code, or interfere with or disrupt the integrity or performance of the Services
• Attempt to gain unauthorized access to the Services or their related systems
• Reverse engineer, resell, sublicense, or make the Services available to any third party except as expressly permitted
• Use the Services to store or transmit unlawful, infringing, defamatory, or otherwise harmful content

We may suspend access for a material violation of this section, or where reasonably necessary to protect the Services or other customers, with notice where practicable.

Olympas and its licensors own all right, title, and interest in and to the Services, including all software, technology, and documentation, and all improvements to them. Except for the limited access rights expressly granted in this Agreement, no rights are granted to you. If you provide feedback or suggestions, Olympas may use them without restriction or obligation to you.

The Services may interoperate with third-party products and services, such as payment processing, messaging, and hosting. Your use of third-party products is governed by their own terms, and Olympas is not responsible for third-party products or their availability.

We warrant that we will provide the Services with commercially reasonable skill and care.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” OLYMPAS DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OLYMPAS’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES YOU PAID TO OLYMPAS FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

You will defend, indemnify, and hold harmless Olympas from and against third-party claims, damages, and reasonable costs arising out of your Customer Data, your use of the Services in violation of this Agreement or applicable law, or your products, services, and business.

Olympas will defend you against a third-party claim alleging that the Services, as provided and used in accordance with this Agreement, infringe that third party’s intellectual property rights, and will pay resulting costs and damages finally awarded, subject to the Limitation of Liability above and excluding claims arising from Customer Data, modifications not made by Olympas, or use of the Services in combination with non-Olympas products.

Each party may have access to the other’s confidential information. Each party will protect the other’s confidential information with at least reasonable care and use it only as needed to perform under this Agreement. This obligation does not apply to information that is public through no fault of the receiving party, independently developed, or rightfully received from a third party, and does not prevent disclosure required by law, provided the receiving party gives reasonable notice where permitted.

This Agreement applies for as long as you use the Services. Either party may terminate for a material breach that remains uncured 30 days after written notice. You may cancel your subscription as described in the Automatic Renewal and Cancellation section. We may suspend or terminate the Services for non-payment or for a violation of this Agreement.

On termination or expiration, your right to access and use the Services ends. We will make Customer Data available for export for a limited period (at least 30 days) after termination, after which we may delete it, subject to any legal retention requirement and to our Data Processing Addendum.

We use commercially reasonable efforts to keep the Services available and to provide support consistent with your plan. We may perform scheduled and emergency maintenance and will use reasonable efforts to minimize disruption. A specific service-level commitment, if any, will be set out in a separate written agreement.

We may update this Agreement from time to time. For material changes, we will provide notice (for example, by email or within the Services) and state the effective date. Continued use of the Services after changes take effect constitutes acceptance. If you do not agree to a material change, your remedy is to cancel your subscription before the change takes effect.

This Agreement is governed by and construed in accordance with the laws of the State of Illinois, United States, without regard to its conflict-of-law rules. The parties will first attempt to resolve any dispute informally by contacting contact@olympasapps.com. Any dispute not resolved informally will be subject to the exclusive jurisdiction of the state and federal courts located in Illinois, and each party consents to venue and personal jurisdiction there.

This Agreement, together with our Privacy Policy, Data Processing Addendum (where applicable), and any plan or ordering document, is the entire agreement between the parties regarding the Services and supersedes prior understandings. Olympas may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of assets; you may not assign it without our prior written consent. A failure to enforce a provision is not a waiver. If any provision is held unenforceable, the remaining provisions stay in effect. Neither party is liable for delays or failures caused by events beyond its reasonable control. The parties are independent contractors, and this Agreement creates no third-party beneficiaries.

If you have any questions about this Subscription Agreement, you can contact us at contact@olympasapps.com, or by mail at 111 Calvin St, Savoy, IL 61874.