These Terms of Service (the "Terms") are a binding agreement between Stokeld Holdings LLC, a Louisiana limited liability company d/b/a Quovec ("Quovec," "we," "us"), and the business entity accepting them ("Customer," "you"). They govern access to and use of the Quovec™ software platform, including the Hermes COO Engine™, the cockpit dashboards, mobile applications, and related services (collectively, the "Service"). By executing an order form, clicking accept, or using the Service, you agree to these Terms. The Service is offered solely to businesses; it is not for consumers, and consumer-protection statutes applicable to personal, family, or household use do not apply.
The Service is an operational analytics and decision-support tool. It ingests business data that Customer provides or connects, computes findings and scores using deterministic rules, and presents recommendations for Customer's review.
Customer is responsible for its users, credentials, and all activity under its accounts, and will promptly notify Quovec of any suspected compromise. Customer will not: (a) reverse engineer, copy, or create derivative works of the Service; (b) probe, scan, or test the vulnerability of the Service except with prior written consent; (c) use the Service to violate law, including employment, privacy, and wage-and-hour law; (d) resell or provide the Service to third parties; (e) use the Service to develop a competing product; or (f) exceed usage limits of the purchased plan.
Customer owns its data. Customer grants Quovec a limited, non-exclusive license to host, process, transmit, and display Customer Data solely to provide and support the Service, as further described in the Privacy Policy and the Data Processing Addendum (DPA), which are incorporated into these Terms. Quovec does not sell Customer Data. Customer represents that it has all rights, consents, and lawful bases required to provide Customer Data (including employee and point-of-sale data) to Quovec for processing, and that doing so violates no law or agreement.
AI processing disclosure. The Service uses a large-language-model provider (currently Anthropic) solely to generate plain-English narration of findings computed by deterministic code. Model providers are contractually restricted from using Customer Data submitted through the Service to train their models. All numeric findings, scores, severities, and decisions are computed by Quovec's code, not by the model. See the Quovec AI System Disclosure.
Fees are stated in the applicable order form (e.g., per-store monthly subscription), billed monthly in advance, and payable net [15] days. Late amounts accrue 1.5% per month or the maximum lawful rate, whichever is less. Fees are exclusive of taxes; Customer is responsible for all taxes other than Quovec's income taxes. Except as expressly stated, fees are non-refundable. Quovec may adjust pricing upon [60] days' notice, effective at the next renewal.
The subscription term is stated in the order form and renews automatically unless either party gives notice of non-renewal at least [30] days before renewal. Either party may terminate for material breach uncured within 30 days of notice. Quovec may suspend access immediately for security risk, unlawful use, or non-payment. Upon termination, Customer may export Customer Data for [30] days, after which Quovec will delete it per the DPA.
The Service is provided "as is" and "as available." To the maximum extent permitted by law, Quovec disclaims all warranties, express, implied, statutory, or otherwise, including merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation. Quovec does not warrant that findings, forecasts, scores, or recommendations will be accurate, complete, or produce any particular result. Output quality depends on the accuracy, completeness, and timeliness of data supplied or connected by Customer.
To the maximum extent permitted by law: (a) neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost savings, loss of data, or business interruption, even if advised of the possibility; and (b) each party's total cumulative liability arising out of or relating to the Service or these Terms will not exceed the fees actually paid by Customer to Quovec in the twelve (12) months preceding the event giving rise to the claim.
The exclusions in this Section do not apply to Customer's payment obligations, either party's indemnification obligations, Customer's breach of Section 3, or liability that cannot be limited by law. The parties agree these allocations of risk are reflected in the pricing and are an essential basis of the bargain.
By Customer. Customer will defend, indemnify, and hold harmless Quovec and its members, officers, and contractors from and against any third-party claim (including by Customer's employees or contractors) arising out of: (a) Customer Data, including any failure to obtain required rights or consents; (b) any employment, disciplinary, or personnel decision or action taken or not taken by Customer, whether or not informed by Service output; (c) Customer's use of the Service in violation of law or these Terms; or (d) business decisions made in reliance on Service output.
By Quovec. Quovec will defend Customer against third-party claims that the Service, as provided, directly infringes a U.S. patent, copyright, or trademark, and will indemnify finally awarded damages, provided Customer gives prompt notice and control of the defense. Quovec may, at its option, procure rights, modify the Service, or terminate and refund prepaid unused fees. This Section states Quovec's entire liability for infringement.
Each party will protect the other's non-public information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisors bound by confidentiality. Compelled disclosures are permitted with prompt notice where lawful. The Service's software, scoring methodologies (including the Quovec Score™ and H-LIS), and pricing are Quovec's Confidential Information.
Quovec retains all right, title, and interest in and to the Service, the Hermes COO Engine™, all software, models, methodologies, documentation, and all improvements — including learnings, aggregate statistics, and anonymized, de-identified usage data that do not identify Customer or any individual. No rights are granted except as expressly stated. Feedback may be used by Quovec without restriction or obligation.
Pilot, beta, or evaluation deployments (however titled) are provided for evaluation at reduced or no fee, without any service-level commitment and with all disclaimers of Sections 7–8 applying in full. Either party may terminate a pilot on [15] days' notice. Measured pilot results are Confidential Information of both parties and may not be published without written consent.
These Terms are governed by the laws of the State of Louisiana, excluding conflict-of-law rules. Any dispute not resolved through good-faith negotiation within 30 days will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in [Lake Charles, Louisiana], before one arbitrator. Each party waives any right to a jury trial and to participate in a class or representative action. Either party may seek injunctive relief in court for IP or confidentiality breaches. Actions must be brought within one (1) year after the claim accrues.
Force majeure excuses non-monetary performance. Neither party may assign these Terms without consent, except to a successor in a merger or asset sale. Notices go to the addresses on the order form (email suffices). If any provision is unenforceable, the remainder stands. These Terms, the order form, the Privacy Policy, the DPA, and the AI System Disclosure are the entire agreement and supersede all prior discussions. The order form controls over these Terms in a conflict.