Terms and Conditions

These Terms and Conditions constitute a legally binding agreement between you (the "Client" or "you") and Canvora (the "Company," "we," "us," or "our"). By accessing our website, requesting information about our services, or entering into a service agreement with us, you agree to comply with and be bound by these terms.

If you're entering into this agreement on behalf of an organization, you represent that you have the authority to bind that organization to these terms. If you don't agree with these terms, you must not use our website or services.

General Responsibilities

As a user of our website and services, you agree to:

• Provide accurate, current, and complete information when communicating with us or submitting forms
• Maintain the confidentiality of any account credentials or access information provided to you
• Notify us promptly of any unauthorized use of your account or security breaches
• Use our services only for lawful purposes and in accordance with these terms
• Respect the intellectual property rights of Canvora and third parties
• Refrain from any conduct that could damage, disable, or impair our website or services

Prohibited Conduct

You agree not to:

• Use our services to transmit harmful, offensive, or illegal content
• Attempt to gain unauthorized access to our systems, networks, or data
• Interfere with or disrupt the integrity or performance of our services
• Reproduce, distribute, or publicly display our proprietary materials without permission
• Use automated tools to scrape, harvest, or collect information from our website
• Impersonate any person or entity or misrepresent your affiliation
• Engage in any activity that violates applicable laws or regulations

Service Agreements

Specific services provided by Canvora are governed by individual service agreements or statements of work that outline project scope, deliverables, timelines, and compensation. These agreements supplement and incorporate these Terms and Conditions.

Client Cooperation

The successful delivery of our services depends on your cooperation and timely provision of necessary information, access, and feedback. You agree to respond to our inquiries within reasonable timeframes and provide accurate information relevant to the project.

Project Timeline

While we make reasonable efforts to meet agreed-upon timelines, project schedules may be affected by factors beyond our control, including delays in receiving necessary information from you or unforeseen circumstances. We'll communicate any anticipated delays promptly.

Service Fees

Fees for our services are outlined in individual service agreements. All fees are quoted in United States Dollars unless otherwise specified. Pricing may vary based on project scope, complexity, and timeline.

Payment Schedule

Payment terms are specified in your service agreement and may include upfront deposits, milestone payments, or payment upon completion. Invoices are due within the specified timeframe, typically within 30 days of issuance unless otherwise agreed.

Late Payments

Late payments may be subject to interest charges or late fees as specified in your service agreement. We reserve the right to suspend services if payment becomes significantly overdue.

Expenses

Unless otherwise specified, service fees don't include reimbursable expenses such as travel costs, third-party research tools, or specialized software. Any such expenses will be discussed and approved in advance.

Work Product

Upon full payment, you receive ownership of the final deliverables created specifically for your project. This includes research findings, journey maps, personas, and other materials outlined in your service agreement.

Pre-Existing Materials

We retain ownership of all pre-existing materials, methodologies, frameworks, and tools used in delivering services. You receive a license to use deliverables incorporating these materials for your internal business purposes.

Portfolio Rights

We may showcase our work in a general, anonymized format for portfolio and marketing purposes unless you specifically request confidentiality. We won't disclose sensitive business information without your permission.

Third-Party Rights

You're responsible for ensuring you have appropriate rights to any materials, data, or content you provide to us for use in the project.

We understand that you may share sensitive business information with us during the course of our engagement. We agree to maintain the confidentiality of your proprietary information and not disclose it to third parties without your consent, except as required by law or necessary to deliver services.

This confidentiality obligation doesn't extend to information that is publicly available, independently developed, or received from third parties without confidentiality restrictions.

Service Warranty

We warrant that our services will be performed in a professional and workmanlike manner consistent with industry standards. If you're not satisfied with our work, we'll make reasonable efforts to address your concerns or revise deliverables as appropriate.

Results Disclaimer

While we strive to deliver valuable insights and strategic recommendations, we cannot guarantee specific business outcomes or results from implementing our recommendations. Marketing effectiveness depends on numerous factors beyond our control.

No Other Warranties

Except as expressly stated, our services are provided "as is" without warranties of any kind, whether express or implied, including warranties of merchantability or fitness for a particular purpose.

Liability Cap

To the maximum extent permitted by law, Canvora's total liability arising from or related to these terms or our services shall not exceed the total fees paid by you for the specific services giving rise to the claim.

Excluded Damages

In no event shall Canvora be liable for any indirect, incidental, consequential, special, or punitive damages, including lost profits, lost revenue, or loss of data, even if we've been advised of the possibility of such damages.

Exceptions

These limitations don't apply to damages caused by our gross negligence, willful misconduct, or violations of applicable law where such limitations aren't permitted.

You agree to indemnify and hold harmless Canvora, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from your breach of these terms, your use of our services, or your violation of any law or third-party rights.

Project Term

Individual service engagements have specific terms outlined in service agreements. These Terms and Conditions remain in effect for the duration of our relationship and any ongoing obligations.

Termination for Convenience

Either party may terminate a service engagement for convenience with written notice as specified in the service agreement. Upon termination, you'll pay for work completed up to the termination date.

Termination for Cause

Either party may terminate immediately if the other party materially breaches these terms and fails to cure the breach within 15 days of written notice.

Effects of Termination

Upon termination, provisions related to payment obligations, intellectual property, confidentiality, warranties, liability limitations, and dispute resolution survive and continue to apply.

Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of the United States and the applicable state, without regard to conflict of law principles.

Informal Dispute Resolution

Before initiating formal proceedings, parties agree to attempt to resolve disputes through good-faith negotiation. Either party may initiate negotiations by providing written notice describing the dispute and proposed resolution.

Formal Proceedings

If informal resolution isn't successful within 30 days, either party may pursue formal dispute resolution through arbitration or litigation as appropriate.

Venue and Jurisdiction

You consent to the exclusive jurisdiction and venue of courts located in the United States for resolution of any disputes.

We may modify these Terms and Conditions from time to time. Changes will be posted on our website with an updated "Last updated" date. Your continued use of our services after changes are posted constitutes acceptance of the modified terms. For active projects, modifications will apply to work performed after the effective date unless otherwise agreed.

Entire Agreement

These Terms and Conditions, together with any applicable service agreements, constitute the entire agreement between you and Canvora regarding your use of our services and supersede all prior agreements and understandings.

Severability

If any provision of these terms is found to be invalid or unenforceable, the remaining provisions continue in full force and effect.

Waiver

Our failure to enforce any provision doesn't constitute a waiver of that provision or our right to enforce it in the future.

Assignment

You may not assign or transfer your rights or obligations under these terms without our prior written consent. We may assign our rights and obligations with reasonable notice to you.