Terms of service

These terms govern the use of Ofivia, both this site and the application at app.ofivia.com. By opening an account, the client company accepts them.

They are written to be understood. Where a clause takes something away from you, we say so in the same sentence that takes it.

Two notices up front, because burying them would be the worst way to write them. Section 4 explains what the artificial intelligence does and what obligation you take on by using it. Section 15 changes how a dispute gets resolved: it goes to arbitration instead of court, you waive class actions and jury trial, and there are thirty days to opt out of all of it with no commercial consequence.

1. Who can contract

Ofivia is sold business to business. Whoever opens the account states that they have authority to bind their company. The service is not sold for personal or household use.

The contract is with [legal entity name], a Delaware company. That entity invoices you, answers under these terms and signs the data processing agreement. Ofivia’s team and its servers are in Ecuador. Section 16 sets the law that governs.

There is no automatic signup: you leave your details, verify your email, and someone on our team creates the company, the first owner and the initial credit. Billing for paid plans is automatic and Stripe processes it, as section 8 explains.

2. The account and its credentials

The client company designates an owner, who administers everyone else’s roles. Each person is responsible for their own credentials. Logging out invalidates every live session on that account immediately, and that is the first step we ask for at any hint of trouble.

If you spot improper access, write to soporte@ofivia.com and we treat it as a priority.

3. Acceptable use

In using Ofivia you undertake not to:

• Upload unlawful content, or material you hold no rights to.
• Attempt to reach another company’s data on the platform, or probe the isolation boundaries without written authorization from us.
• Use the agent to generate illegal content, or to automate conduct the law forbids.
• Resell access to the platform as if it were yours, absent a specific agreement.
• Deliberately push volume designed to degrade the service for everyone else.

Section 4 adds the prohibitions specific to AI generation, and section 6 the ones about third party rights over what you upload.

If you want to run a serious security test against your own instance, ask in writing. We usually say yes, and we would rather coordinate it than find out through the alerts.

4. Artificial intelligence

Ofivia runs on third party AI models. The agent that writes and executes tasks runs on Anthropic models, and there is a second engine from OpenAI you can pick per conversation. Image and video generation go through outside providers. Audio transcription and embedding indexing run on our own infrastructure, so that material never leaves our servers. The current list of providers is in the sub-processor list, and the detail of each feature is on the artificial intelligence page.

Under European AI regulation, Ofivia acts as the provider of the systems it makes available under its own brand, and your company acts as the deployer when it uses them in its operation. The obligations below follow from that split.

The agent gets things wrong. It can produce information that is incorrect, incomplete or invented, and it can do so in a confident tone that does not reflect how certain it is. You undertake to review the output before using it to decide, publish, contract or communicate. That is not a recommendation from us, it is an obligation of yours.

Ofivia does not provide legal, accounting, medical, financial or any other regulated professional service, and it does not replace anyone who does. We do not warrant that the agent’s output is accurate, complete or fit for a particular purpose.

Ofivia generates synthetic images and video, and it transcribes and generates audio. That content carries no machine readable marking put there by us today, and we do not claim otherwise. Where the model provider embeds its own marking, it travels with the file and we do not strip it. Regulation (EU) 2024/1689, as amended by Regulation (EU) 2026/1744, sets 2 December 2026 as the date by which systems already on the market have to carry that marking.

When you distribute an image, an audio file or a video generated with Ofivia that resembles existing persons, objects, places, entities or events, it is on you to disclose clearly, visibly or audibly that the content was artificially generated or manipulated. Whatever technical marking we embed does not replace that label, and we cannot apply it for you.

Using Ofivia’s generation to produce intimate material of an identifiable person without their explicit consent, or child sexual abuse material, is forbidden. It is the only prohibition in these terms that applies with no prior warning: we suspend the account immediately, with no refund, and you answer for any claim that follows.

When the agent is exposed to people outside your organization, those people have to be informed that they are talking to an artificial intelligence. The duty is ours as the provider, and the application does not yet carry that notice on every surface where the agent meets someone from outside your company. Until it does, you tell them, and you do not present the agent as a person.

The agents do not on their own take decisions with legal effects on people. Where an automated assessment feeds a decision your company makes, the data subject can ask for a reasoned explanation, submit observations, learn the assessment criteria and the types and sources of data, and challenge the decision, under article 20 of Ecuador’s data protection law and article 22 of the General Data Protection Regulation. We give you the technical information you need to answer that request. That right cannot be waived in advance, and this contract does not ask you to waive it.

We do not train artificial intelligence models, ours or anyone else’s, on our clients’ content.

If your company is subject to Regulation (EU) 2024/1689, it undertakes to take measures so that its staff has a sufficient level of AI literacy. That is article 4 of that regulation and it has applied since 2 February 2025.

If you resell, integrate or mention Ofivia in your own commercial material, you may not attribute capabilities to it that we have not documented, or publish performance figures without our written authorization.

We may change the notices, labels and technical marking to comply with a new rule. That change does not count as an adverse change to the service.

5. Who owns the content

The content belongs to the client company. The documents, notes, files and messages you upload or produce are yours, and the fact that they sit inside Ofivia gives us no rights over them.

So that we can run the service, you grant us a limited, non-exclusive, revocable license, with no right to sublicense except to the processors that operate the platform, to host your content, transcode it, index it, generate embeddings, back it up and archive it to object storage. The license exists for that and nothing else, and it ends when the contract ends, except for whatever remains in backups until they rotate.

We do not use our clients’ content to train artificial intelligence models. The processing we do carry out is described in the data processing agreement.

The platform, its code, its brand and its documentation are ours. The license you receive is one of use: non-exclusive, non-transferable, and lasting as long as the contract.

6. Content you upload

You represent and warrant that you own the rights to the content you upload, or hold sufficient licenses, authorizations and consents; that uploading it and processing it inside Ofivia infringes no copyright, trademark, trade secret, image rights or personal data of third parties; that you have a legal basis for the personal data you put into your vaults; and that your users are bound by terms at least as demanding as these.

You are solely responsible for what your company and your users upload, for what the agents produce from that content, and for what gets distributed through the publishing features.

Those features deserve to be spelled out, because they are the routes by which content leaves your company. There are four:

• A signed link hands one specific file to whoever has the address, with no session, for thirty minutes. Within that window it cannot be revoked; after it, the link stops working.
• The autologin of an embedded application panel opens a session in that application through a signed address valid for five minutes, which likewise works for whoever holds it while it lasts.
• A published site serves a project’s built files at a public address, to anyone, with no session, until you unpublish it.
• A published agent template is listed for the other companies on the platform, with whatever configuration you saved in it.

Whoever publishes by one of those four routes is choosing to put that content outside the authenticated session, and takes on that distribution. Do not use them as public hosting or to distribute other people’s works.

You undertake to defend us and hold us harmless against any third party claim arising from content your company uploaded, generated or distributed, including claims over intellectual property, over personal data and over the unlawfulness of the content. The obligation covers costs and reasonable attorney fees. We notify you of the claim without undue delay and let you control the defense; we may take part with our own counsel at our expense, and you may not settle on terms that impose obligations or admissions on us without our written consent. This obligation survives termination and sits outside the liability cap in section 12. It does not cover anything arising from our willful misconduct or gross negligence.

If someone tells us your content infringes a right or is unlawful, we follow the procedure in the takedown policy. Depending on how serious it is we may revoke a link, disable a panel, restrict visibility, remove a file, suspend a project or suspend the account. Exercising that power is not a breach on our side and creates no right to compensation or to a refund of credit already spent. When we ask you for a license or an authorization to keep your content up, you have five business days to produce it, and silence lets us take it down. We terminate the account of a repeat infringer, on the terms of that same policy.

We do not generally review or monitor the content of your vaults, and nothing above obliges us to. We may run occasional good faith reviews without that creating a duty to monitor.

7. Artificial intelligence credits

AI usage is measured in credits. One credit equals one tenth of a US cent of real model spend, and it is drawn down only when the agent works. Indexing documents, searching, walking the graph and people talking to each other consume no credit.

Three things we would rather say here than in small print:

1. Your plan’s monthly credit is applied to your account by a person. No automatic job tops it up on a fixed date today.
2. The system does not cut the service off automatically when credit runs out. Usage is recorded and shown in the application, and we tell you. If this changes, we will announce it in advance.
3. Usage above the contracted credit is billable. Since there is no automatic cutoff, we agree with you how the overage is handled before it happens.

Subscription billing is a different thing and it is automatic. That a person applies the credit and that the service does not cut itself off does not change the fact that your plan renews and is charged on your anniversary date, as section 8 says.

An owner can request more credit from inside the application. The request is approved or refused with a note, and once decided it is not altered.

8. Prices, plans and billing

There are four plans and the price is per company, not per seat:

• Trial, 0 USD. No card.
• Basic, 80 USD a month.
• Pro, 150 USD a month.
• Enterprise, quoted. The terms of the signed quote prevail over this section wherever they differ.

Prices are in United States dollars and exclude taxes.

Whatever tax applies is added on top. If you are a business established in the European Union and you supply a valid VAT number, the transaction is invoiced without VAT under the reverse charge and you account for the tax in your country. If you are a tax resident in Ecuador, contracting Ofivia is an import of a digital service: Ecuadorian rules put the VAT withholding on the card issuer or on the payment intermediary when the non-resident provider is not registered with the Servicio de Rentas Internas. Our position there today: [registration with the Servicio de Rentas Internas]. Where that withholding applies, your card is charged more than the list price, and it is your issuer, not us, that documents it.

By taking a paid plan you authorize [legal entity name] to charge monthly, on the anniversary date of your signup, the price of your current plan plus applicable taxes, against the payment method you registered, until you cancel. The charge shows on your statement as [statement descriptor].

Stripe processes the payment. Your card details go to Stripe on its own gateway and never pass through our servers. We keep the customer and subscription identifiers, the card brand, the last four digits and the invoice history.

If you move up a plan mid-month, we charge the prorated difference for the days left in the current period that same day. If you move down, the change takes effect at the end of the period already paid and the unused portion is not refunded.

We may change prices. When we do, we email you at least thirty days in advance, and the new price applies from the first renewal after that notice. If you do not accept it, you can cancel before that date and we do not charge you for the new period. We never change the price of a period already paid.

If a charge fails, Stripe retries over the following days and we tell you. If fifteen calendar days after the first failed attempt there is still no payment, we suspend access to the agent; your vault is kept and you can download it. After thirty days of suspension without payment we may terminate the contract under section 11.

Signing up on this site charges nothing and asks for no card.

9. Cancellation and refunds

You cancel from the billing portal, in one step, or by writing to soporte@ofivia.com. There is no phone call and no retention conversation.

Cancellation takes effect at the end of the period already paid. Until that date the service carries on unchanged. After it we do not charge again, the account goes read only, and you keep the exit right in section 11.

On refunds, and here is the part that takes something away in the same sentence: periods already started are not refunded. Neither is AI credit already spent, because that work of the agent was already paid to the model provider and does not come back. We do refund in full in two cases: when the charge was our mistake, and when we charged you for a period after you cancelled. In those two cases the refund goes out within ten business days of us confirming it, to the same payment method. The Trial plan generates no charge, so there is nothing to refund. The Enterprise plan follows its quote.

If something about a charge does not add up, write to us first, because almost everything gets solved in one email. An open chargeback suspends the account while the bank resolves it, because the amount is held. If the bank resolves in our favor, we may terminate the contract.

10. Availability and support

We do what is reasonable to keep the service up, with daily backups and automated watchdogs. We do not publish a service level agreement with guaranteed percentages unless your contract includes one, because a number like that is only worth something when it carries a financial consequence, and that is negotiated case by case.

The support response times we hold to in practice are on the contact page.

We may run scheduled maintenance. When it means an interruption, we give notice in advance.

11. Suspension and termination

We may suspend an account for sustained non-payment, for use that puts other companies on the platform at risk, or on the order of a competent authority. Barring a security emergency, we give notice first and a window to fix it.

You may terminate whenever you want, with whatever notice your contract sets.

On termination, and this is not up for negotiation: we hand you your complete vault and a dump of your database. Your notes are standard Markdown files and the database is standard PostgreSQL, so there is nothing to convert. We do not charge you to leave and we do not hold data as leverage.

After the handover, and within the agreed window, we delete your information from our systems. Backups rotate at fourteen days.

12. Warranties and liability

The service is provided as it is. Section 4 governs the agent’s output: it can contain errors and your company undertakes to review it before using it to make a decision.

Save for willful misconduct or gross negligence, our total liability to the client company is limited to what was paid in the twelve months before the event giving rise to it. We are not liable for lost profits or indirect damages. The indemnity in section 6 sits outside that cap, because a cap that covered it would empty it out.

None of this limits the rights that the law of your domicile grants and that cannot be waived.

13. Sanctions and export controls

You represent that neither your company, nor those who control it, nor its users are located in or resident of Cuba, Iran, North Korea, Syria, or the Crimea, Donetsk or Luhansk regions, and that none of them appears on the restricted party lists of the United States, the United Kingdom, the European Union or the United Nations. You undertake not to use Ofivia in breach of the export control rules that apply to you, and not to make it available to a person covered by those lists.

If that changes, you have to tell us. We may suspend or terminate the contract immediately and with no refund when this representation stops being true. It is one of the few clauses where we give no window to fix it.

14. Changes to these terms

If they change, we update the date in the header. When the change substantially affects your rights or obligations, we email client companies with reasonable notice. Continuing to use the service after that date means accepting the new version.

No change applies to a Claim already noticed under section 15.2.

15. Dispute resolution

Ofivia is sold business to business. Neither party is a consumer under European Union consumer rules or under the American Arbitration Association’s Consumer Arbitration Rules, and the service is not acquired for personal or household use. Where the law of your domicile grants rights that cannot be waived, this section does not touch them, and where that law requires an acceptance of the arbitration agreement separate from the acceptance of these terms, that acceptance is taken in writing at signature.

15.1 What is covered

A Claim is any dispute arising out of or relating to the service, to these terms, or to their interpretation, performance, termination or validity, whether in contract, tort, statute or otherwise, arising before, during or after these terms, and including claims against our affiliates, officers and staff. This section survives termination of the contract.

15.2 Notice first

Before starting an arbitration there are sixty days of negotiation. The claiming party sends an individual notice, signed by itself or its representative, to [legal entity name], [registered address], copying soporte@ofivia.com, and that notice carries: identification of the client and the account, the associated email, a description of the facts, the specific relief sought and the amount. Aggregated notices, or notices filed in bulk by a third party on behalf of several clients, are not accepted. We use the same channel and the same period toward you.

15.3 Arbitration

Every Claim, whoever the client is and wherever it is based, is resolved by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, seated in [US arbitration seat, city and state], in English. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement. The award may be entered in any court of competent jurisdiction.

You waive trial by jury for every Claim covered by this section. So do we.

Where one hundred or more similar Claims are filed with coordinated representation, the American Arbitration Association’s Mass Arbitration Supplementary Rules apply as that institution determines they do, including the process arbitrator and the global mediation. We set no mass protocol of our own: the institution’s is what governs.

15.4 Class action waiver

Claims are resolved only on an individual basis. There is no right or authority for any Claim to be arbitrated or litigated on a class, collective, consolidated or representative basis, or in a private attorney general capacity. The arbitrator has no authority to preside over any collective proceeding or to award relief to anyone who is not a party. Claims of more than one client are not consolidated without the written consent of all parties.

15.5 The class waiver does not sever

If any part of section 15.4 is held unenforceable as to a Claim, the entire arbitration agreement is void as to that Claim, which is then resolved in the courts named in section 16. In no event shall it be read as an agreement to arbitrate on a collective basis.

15.6 Carve-outs

These carve-outs apply equally to both parties:

• Individual claims that fit within the jurisdiction of a small claims court, for as long as they stay individual.
• Interim or urgent relief to protect intellectual property, trade secrets, confidentiality and unauthorized use of the service, before the competent court. Seeking it is not a waiver of arbitration.
• Claims of sexual harassment or sexual assault, at the election of the claiming party, under 9 U.S.C. §§ 401 and 402. Whether they apply is for a court to decide, even though this section delegates other questions to the arbitrator.
• Disputes arising from the standard contractual clauses incorporated into the data processing agreement, which go to the courts of the Member State those clauses designate.
• Data subject claims and complaints to supervisory, competition or consumer protection authorities. This section does not affect them, and no clause of ours stops an authority from acting on its own.

15.7 Who decides what

The arbitrator rules on their own jurisdiction and on arbitrability, except for the validity, scope and enforceability of sections 15.4 and 15.5, which a court decides.

15.8 How to opt out

You can reject this section 15 in full. Write to [opt-out email] within thirty calendar days of first accepting these terms, with your company name, the account, and a statement that you reject the arbitration agreement. Neither the arbitration nor the class waiver then applies to you, and the rest of the contract stands unchanged. There is no commercial consequence: no different price, no feature held back, no second class support. We acknowledge in writing and keep the record.

15.9 Applicable convention

The parties expressly agree that the Convention on the Recognition and Enforcement of Foreign Arbitral Awards, done at New York in 1958, applies to this arbitration agreement.

15.10 Costs and confidentiality

Each party bears its own costs and fees, and the arbitrator may reallocate them in the award. We do not pass on fees in a way that makes bringing a claim impracticable. The proceeding is confidential, except as needed for enforcement or entry of the award.

15.11 Changes to this section

We version this document. No change to this section 15 applies to a Claim already noticed under section 15.2.

16. Governing law and forum

These terms are governed by the law of the State of Delaware, United States, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods is excluded.

The Federal Arbitration Act applies to the arbitration agreement in section 15, which is what makes it enforceable.

For anything outside arbitration, for the case in section 15.5, and for companies that opted out under section 15.8, the state and federal courts sitting in the State of Delaware have jurisdiction, and both parties submit to them.

No purchase order, quote or annex may set a forum or a dispute resolution mechanism different from section 15. If a document signed with you says otherwise on that subject, this one governs.

None of this limits rights that the law of your country grants and that cannot be waived, or the powers of a public authority.