Terms of Service

Last updated: [DATE]

These Terms of Service ("Terms") govern your access to and use of quovarne.com, its authenticated portal and the information services made available through it (together, the "Service"). The Service is operated by QUOVARNE SERVICES LLC, a limited liability company organized under the laws of Wyoming, USA ("Quovarne", "we", "us"). Quovarne's legal details are in the Legal Notice.

1. How you become a customer

1.1 Offer. You build your selection of modules and scope on quovarne.com. We then email you a personalised offer with an offer number (the "Offer"). The Offer states the modules and scope, the fixed monthly fee in US dollars, the start date, whether the first month is free or prorated, and the date until which the Offer is valid. An Offer is not an invitation to negotiate: it can be accepted as it stands.

1.2 Acceptance. You accept the Offer, and these Terms, by submitting the access request through the secure link in the Offer email, quoting the offer number and completing the details requested (name, company, tax residence, VAT or tax number, billing contact and a payment method). Your access request is your acceptance of the Offer and of these Terms. By submitting it you also accept the documents referred to in section 17.

1.3 When the contract starts. The contract between you and Quovarne (the "Agreement") is formed when your request is submitted and your payment method has been successfully verified by our payment provider. If an Offer has expired, has been withdrawn, or the request is incomplete or the payment method fails, no Agreement is formed; we may contact you to complete it. We may decline a request where we cannot verify that you are a business, for sanctions reasons (section 15) or if our capacity is full.

1.4 Business use only. The Service is for businesses and professionals acting in the course of their trade, business or profession, not for consumers. If you accept on behalf of an organization, you confirm you have authority to bind it; "you" then means the organization and its authorized users.

1.5 Records. The Offer, your request, the payment-provider record of your acceptance and our confirmation email are the record of the Agreement. The Offer controls on modules, scope, price and dates; these Terms control everything else.

2. The Service

2.1 Quovarne provides curated information about developments relevant to teams that use artificial intelligence, such as changes to LLM API providers, GPU pricing, AI news and AI regulation (the "Content"). The modules available to you are those in your Offer. The AI Digest is included in every Offer at no charge.

2.2 Reports, alerts and data tables are delivered on the schedule stated for each module on quovarne.com and in the portal. The schedule describes how we work; it is not a guarantee of a delivery time, availability or data freshness. The Service may be unavailable for several days without notice and is not intended for mission-critical use. Your remedy for non-delivery or unavailability is the service credit in section 8.5.

2.3 We may change, suspend or discontinue any part of the Service. If we withdraw a module you pay for, we will give at least 30 days' notice where practicable and refund any prepaid fees for the period after withdrawal.

3. Accounts and access

3.1 Access to the portal requires an invitation from Quovarne and sign-in with a one-time passcode sent to your work email address. You must give accurate details and keep your email account secure.

3.2 You are responsible for all activity under your account. Do not share passcodes or access with anyone outside your organization. Tell us promptly at support@quovarne.com if you suspect unauthorized access.

3.3 The number of users is limited by your Offer. We may remove accounts that are inactive or that breach these Terms.

4. Fees, billing cycle and term

4.1 Fixed price. The fee is the fixed monthly amount in the Offer. It does not vary with usage, the number of alerts or the frequency of changes at the sources. We will not change it during the Minimum Term (4.4); afterwards we may change it for later months with at least 30 days' notice, and you may cancel before the change takes effect.

4.2 Calendar months. The Service is sold in whole calendar months. Every Offer starts on the first day of a month (the "Start Date").

4.3 First month. If you accept after the first day of a month, the Offer states which of these applies: (a) Free start: the period from your acceptance to the end of that month is free, and billing begins on the first day of the next month; or (b) Prorated start: we charge the part of that month from the day after your acceptance to its end, in proportion to the monthly fee (days remaining divided by days in the month), and billing continues from the first day of the next month. Stripe or we compute the proration; the amount is shown on the invoice.

4.4 Minimum Term. The minimum term is three (3) full paid months, counted from the first full paid month (the "Minimum Term"). A free or prorated first month does not count towards it.

4.5 Renewal. After the Minimum Term the Agreement renews automatically for successive periods of one calendar month until cancelled under section 6.

4.6 Changes of scope. To add or remove a module, change the scope or the number of users, you request a new Offer. The new Offer has its own price and takes effect on the next first day of a month. The previous Offer ends on the same date, and the new Offer starts its own Minimum Term only for added modules. We do not change scope by prorating mid-month.

5. Payment mandate

5.1 Authorization. By accepting the Offer you authorize Quovarne, through our payment provider Stripe, to charge your payment method: (a) the monthly fee in the Offer, in advance on the first day of each calendar month, for each month of the Agreement; (b) the prorated amount under 4.3(b), if it applies; and (c) taxes, if any, that apply under section 9. The authorization continues until the Agreement ends. The amount changes only by a new Offer or by a price change notified under 4.1.

5.2 Payment provider. Payments are processed by Stripe. Payment-method and billing data, tax identification numbers and the record of your consent are collected and held by Stripe; Quovarne does not receive or store card numbers. Stripe's own terms apply to its services.

5.3 Failed payment. If a charge fails, we will notify your billing contact and Stripe may retry. If an amount remains unpaid 10 days after notice, we may suspend access until it is paid. Overdue amounts bear interest at the lower of 1% per month and the maximum rate allowed by law.

5.4 Invoices. An invoice is sent for each charge to your billing contact. If you dispute one in good faith, write to billing@quovarne.com within 15 days with your reasons and pay the undisputed part on time.

5.5 Your payment method. Keep it valid. You may update it through the secure link we send on request. Chargebacks without prior notice to us are a breach of these Terms.

6. Cancellation and termination

6.1 By you. You may cancel by emailing support@quovarne.com from your account address. Cancellation takes effect at the end of the calendar month, provided we receive your notice by the 15th of that month; if we receive it later, it takes effect at the end of the following month. You cannot cancel with effect before the end of the Minimum Term.

6.2 By Quovarne. We may cancel on the same notice. We may suspend or terminate immediately, with notice where practicable, if you breach these Terms or section 13 (Acceptable use), if fees are overdue, if required by law, or to protect the Service or others.

6.3 Effects. On termination access ends. We refund prepaid fees only as stated in section 8. You may keep Content you already received for your internal records, subject to these Terms. Fees already due, and sections 7, 8, 10, 11, 12, 14, 15 and 16, survive.

7. Licence and intellectual property

7.1 Subject to these Terms and payment of the fees due, Quovarne grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access the Service and to use the reports, alerts, digests and data it provides for your organization's internal business purposes during your subscription.

7.2 You may quote short extracts of Content with attribution to Quovarne. You may not resell, republish, redistribute or make Content available in bulk or as a standalone product, or use it to build a competing product or dataset.

7.3 Quovarne and its licensors own all rights in the Service, the portal, the software, the design, the selection and arrangement of Content, and the mark "Quovarne". No rights are granted except those stated here.

7.4 Content is compiled from publicly available third-party sources. Names, marks and extracts of third parties belong to their owners; no affiliation or endorsement is implied. If you are a rights holder and object to our use of a source, write to legal@quovarne.com.

7.5 If you send us feedback or suggestions, you grant Quovarne a perpetual, worldwide, royalty-free licence to use them to improve the Service.

8. Refunds and service credits

8.1 Fees are non-refundable, except: (a) if we withdraw a module, prepaid fees for the period after withdrawal are refunded; (b) if we terminate for convenience, prepaid fees after termination are refunded; and (c) as stated in 8.5.

8.2 Refunds are made to the original payment method.

8.3 Because the first month may be free or prorated and billing is in advance by calendar month, we do not prorate for cancellation inside a month: you keep access to the end of the month you have paid.

8.4 [Counsel: confirm that no mandatory cooling-off right applies to B2B purchases in the customer's jurisdiction.]

8.5 Service credit. The Service has no uptime commitment. If, in a calendar month, the portal is unavailable, or a scheduled report of a module you subscribe to is not delivered, for more than 7 consecutive days, you may request a pro-rata credit for the days beyond that threshold for the affected module. Send the request to support@quovarne.com within 30 days after the end of that month. The credit is applied to a future charge (or refunded after termination) and is your only remedy for unavailability or non-delivery. Credits do not apply to outages caused by you, third-party sources, force majeure, announced maintenance, suspension, or beta features.

9. Taxes

9.1 Fees are exclusive of taxes. You are responsible for sales, use, value-added and similar taxes and duties on your purchase, except taxes on Quovarne's income.

9.2 We do not charge VAT or sales tax unless the law requires it. Where your jurisdiction applies a reverse charge to cross-border business services, you are responsible for accounting for the tax. You must provide a valid tax identification number (including your EU VAT number, if you have one) and tell us promptly if it changes. Invoices carry the reverse-charge wording where applicable.

9.3 If you must withhold tax from a payment, you will increase the payment so that Quovarne receives the full invoiced amount, unless the Offer says otherwise.

10. Information only; no warranty

10.1 Content is for general information only. It is not, and must not be treated as, legal, regulatory, tax, financial, investment, procurement, engineering or other professional advice, and it does not create an adviser-client or fiduciary relationship. Take advice from a qualified professional before acting on it.

10.2 Content may be incomplete, delayed, out of date, wrongly interpreted or changed by the source after we captured it. Each item shows its source and the date and time it was captured. Quovarne does not guarantee that every relevant change will be detected or reported, or that any information is accurate or complete.

10.3 Regulatory Watch. Summaries of legislation, guidance and standards are simplified and not authoritative; only the official text published by the competent authority is authoritative. Quovarne monitors only the jurisdictions and sources listed in the portal, has no duty to monitor any other jurisdiction, topic or sector, and does not assess whether a development applies to you. Content does not determine whether you or your products comply with any law, and Quovarne does not certify, audit or assess compliance, risk classification or conformity. Dates and deadlines are indicative; confirm them against official sources.

10.4 Pricing and availability data. Prices, rate limits, availability and specifications of APIs, GPUs and cloud services are shown as observed at the time stated. Quovarne does not offer, quote, broker or guarantee any price, and has no relationship with the providers listed beyond reading their public pages. Verify with the provider before committing spend.

10.5 AI-assisted content. Parts of the Content may be prepared with the help of automated tools, including machine-learning models, which can make mistakes. [Counsel: consider whether any transparency duty applies to AI-generated content, for example under the EU AI Act.]

10.6 TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE AND CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF ACCURACY, COMPLETENESS, TIMELINESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. You use Content at your own risk and are responsible for your decisions.

11. Limitation of liability

11.1 TO THE FULLEST EXTENT PERMITTED BY LAW, QUOVARNE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS OR DATA, ARISING OUT OF OR RELATED TO THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY.

11.2 QUOVARNE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE AND THESE TERMS WILL NOT EXCEED THE FEES YOU PAID TO QUOVARNE FOR THE SERVICE IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM (OR USD 100 IF YOU HAVE NOT PAID ANY FEES).

11.3 These limits do not apply to liability that cannot be limited by law, or to fraud or wilful misconduct. Some jurisdictions do not allow certain limitations; in those jurisdictions our liability is limited to the maximum extent permitted.

12. Indemnity

You will defend and indemnify Quovarne, its members, managers and contractors against third-party claims, and the resulting losses and reasonable legal costs, arising from your breach of these Terms, or your unlawful use of the Service or Content.

13. Acceptable use

13.1 You must not:

13.2 Use the Service only for your organization's internal business purposes and at volumes consistent with the number of users in your Offer. We may rate-limit use that is excessive or puts the stability of the Service at risk.

13.3 Report suspected unauthorized access or a breach of this section to support@quovarne.com, and unlawful content or alleged infringement to legal@quovarne.com. Where lawful and practicable we will give notice and a chance to remedy before suspension, except where there is a risk of harm. We may report unlawful activity to the authorities.

14. Governing law and disputes

14.1 These Terms and any dispute arising from them are governed by the laws of the State of Wyoming, USA, without regard to conflict-of-law rules.

14.2 Before starting proceedings, the parties will try in good faith to resolve the dispute for 30 days after written notice.

14.3 The state and federal courts located in Wyoming have exclusive jurisdiction.

14.4 Either party may seek injunctive relief in any competent court to protect its confidential information or intellectual property.

15. Sanctions and export

You confirm that you and your users are not on, or owned or controlled by persons on, any US, EU, UK or UN sanctions list, and are not located in a comprehensively sanctioned territory. You will not use the Service in breach of export control or sanctions laws.

16. General

16.1 Changes. We may update these Terms. We will post the new version with its date and, for material changes, notify account holders by email at least 30 days before they take effect. Changes never alter the price or Start Date of an Offer you have accepted. If you do not accept a change you may cancel under section 6; if you keep using the Service after that date you accept the change.

16.2 Force majeure. Neither party is liable for delay or failure (other than payment) caused by events beyond its reasonable control, including outages of hosting, DNS, email or payment providers, internet failures, changes to third-party sources, and natural disaster.

16.3 Assignment. You may not assign these Terms without our consent. We may assign them to a successor to the business.

16.4 Severability; waiver. If a provision is invalid, the rest remains in force. A failure to enforce a provision is not a waiver.

16.5 No third-party rights. No one other than you and Quovarne has rights under these Terms.

16.6 Notices. We may give notice by email to your account address or through the portal. You may write to legal@quovarne.com.

16.7 Electronic form. The Agreement is concluded electronically. You agree that electronic records of the Offer, your acceptance and our notices are valid and enforceable.

16.8 Language. These Terms are in English; any translation is for convenience only.

17. Documents that form part of the Agreement

17.1 The Agreement consists of: (1) any separate written agreement signed by both parties; (2) the Offer; (3) the Data Processing Addendum, on request, for personal data we process on your behalf; (4) these Terms; and (5) the Legal Notice, which identifies Quovarne. The Privacy and Cookie Policy explains how we handle personal data and is not a contract term.

17.2 If documents conflict, the earlier in the list prevails, except that the Offer prevails on modules, scope, price and dates only, and the Standard Contractual Clauses prevail over everything on international transfers.

17.3 This is the entire agreement on the Service. Terms in your purchase orders or other documents do not apply.

Contact

QUOVARNE SERVICES LLC, [ADDRESS], legal@quovarne.com, billing billing@quovarne.com.