Updated 04/15/2025
These Terms of Service (“Terms”), together with our Acceptable Use Policy, Data Processing Agreement, any applicable Service Order, and API Terms of Use, form a binding legal agreement (the “Agreement”) between Cavaco AI Inc. (“Cavaco”, “we”, or “us”) and you or the entity you represent (“Customer” or “you”).
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS YOUR USE OF THE SERVICES. BY CREATING AN ACCOUNT, ACCESSING, OR USING ANY OF THE SERVICES, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE ORGANIZATION YOU REPRESENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
For any questions about this Agreement or our services, please contact Cavaco Support at legal@cavaco.ai.
1.1. Authorized User means any employee, contractor, or representative authorized by Customer to access and use the Services under the Customer’s account.
1.2. Customer Communications means content sent using the Services, including email, SMS, website overlays, and personalized marketing experiences.
1.3. Customer Data means data provided, transmitted, or uploaded to the Services by Customer or its Authorized Users, including Customer Communications and personal data.
1.4. Customer Content includes any marketing materials, logos, product data, brand assets, or other intellectual property submitted to the platform for use in marketing automations or templates.
1.5. Documentation refers to user guides, onboarding materials, and training documents provided by Cavaco regarding the Services.
1.6. Intellectual Property Rights includes all rights in patents, copyrights, trade secrets, trademarks, and other intellectual property.
1.7. Pre-Release Features are functionalities made available on a trial, beta, or limited-access basis before general release.
1.8. Services refers to Cavaco’s AI-powered marketing automation software, including campaign management, personalization, and analytics services delivered via web app, APIs, and ecommerce integrations.
1.9. Service Order refers to an executed ordering document or digital checkout confirmation reflecting a subscription to Cavaco’s Services.
Cavaco reserves the right to update or modify this Agreement at any time. If we make material changes, we will notify you via the email associated with your account or through an in-app notification. Updates will become effective the later of (i) 30 days after notice is provided, or (ii) the start of your next subscription renewal. Continued use of the Services after such changes constitutes your acceptance. If you do not agree, you must stop using the Services before the changes take effect.
3.1. Access Rights. Subject to this Agreement, Cavaco grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Services during the subscription term. Customer may permit its Authorized Users to access the Services under its account, provided that Customer is responsible for their use and compliance.
3.2. Restrictions. You may not (a) reverse-engineer, decompile, or attempt to discover source code; (b) sublicense, resell, or use the Services for a third party’s benefit without our permission; (c) use the Services to develop a competing product; (d) attempt unauthorized access or probe the system for vulnerabilities; or (e) use the Services in violation of our Acceptable Use Policy or applicable law.
3.3. Downtime and Maintenance. Cavaco may schedule or conduct emergency maintenance that may temporarily affect access to the Services. We will make commercially reasonable efforts to notify you of scheduled maintenance in advance and minimize any disruption.
3.4. Third-Party Integrations. The Services may integrate with third-party ecommerce platforms (e.g., Shopify, BigCommerce) and marketing services. You are responsible for complying with the terms of those providers. Cavaco is not liable for data loss, misuse, or changes resulting from third-party integrations.
4.1. Setup and Configuration. Customer is responsible for configuring and managing its account, connecting integrations, managing Authorized Users, and maintaining secure access credentials. Cavaco may offer onboarding assistance, but this does not constitute legal, compliance, or business advice.
4.2. Account Security. Customer must use reasonable efforts to safeguard credentials and notify Cavaco immediately of any unauthorized access or security incident. Customer is responsible for all activity under its account.
4.3. Suspension of Access. Cavaco may suspend or limit access without liability if: (a) Customer breaches this Agreement; (b) Customer’s usage causes service disruption or security risk; (c) there is suspected fraudulent activity; (d) payment is overdue by more than 15 days; or (e) required by law. Suspension does not relieve Customer of payment obligations.
5.1. Ownership. Cavaco retains all rights, title, and interest in and to the Services, including all intellectual property and derivative works. No rights are granted other than as expressly stated in this Agreement.
5.2. Continuous Innovation. Cavaco may make ongoing improvements, updates, or new features available from time to time. Some new functionality may be subject to additional fees or terms.
5.3. Feedback. You may submit feedback or suggestions about the Services. Cavaco may freely use, copy, modify, or commercialize such feedback without obligation or restriction.
5.4. Aggregated Data. Cavaco may compile and use anonymized, aggregated data for benchmarking, research, product development, and marketing purposes, provided it does not identify Customer or any individual.
6.1. Fees. Customer will pay all fees specified in the Service Order or as set forth on the Cavaco billing page. Fees are based on subscription level and usage, and are non-refundable except as expressly stated.
6.2. Automatic Billing. Unless otherwise stated, fees will be charged in advance on a recurring basis. For usage-based subscriptions, Cavaco may automatically upgrade your billing tier as usage increases. All fees are due in U.S. Dollars.
6.3. Late Payments. Overdue payments may incur a late fee of 1.5% per month or the maximum allowed by law. Cavaco may suspend Services for accounts more than 15 days overdue
.6.4. Taxes. Fees are exclusive of all applicable taxes, which are the responsibility of the Customer. If Customer is tax-exempt, they must provide a valid exemption certificate.
7.1. Data Ownership. Customer retains ownership of all Customer Data. By using the Services, Customer grants Cavaco a license to use, process, transmit, and store Customer Data to provide the Services and fulfill our obligations under this Agreement.
7.2. Data Compliance. Customer represents that it has all necessary rights and permissions to transmit and process Customer Data via the Services, and that its use will comply with applicable privacy and data protection laws.
7.3. Security Obligations. Customer is responsible for securing its data within its own systems, maintaining backups, and implementing appropriate access controls. Cavaco provides industry-standard safeguards but is not responsible for Customer’s internal misuse or misconfiguration.
7.4. Marketing and Messaging Compliance. Customer is solely responsible for ensuring compliance with laws applicable to outbound marketing, including CAN-SPAM, GDPR, TCPA, and other email or SMS regulations. Cavaco does not guarantee delivery rates or message performance.
8.1. Limited Warranty. Cavaco warrants that the Services will perform substantially in accordance with the documentation provided. If the Services do not meet this warranty, Customer may notify Cavaco, and we will use reasonable efforts to correct the issue.8.2. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." CAVACO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CAVACO DOES NOT GUARANTEE THAT THE SERVICES WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED.
9.1. Limitation of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CAVACO’S LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER IN THE SIX (6) MONTHS PRIOR TO THE CLAIM.
9.2. Exclusion of Damages. UNDER NO CIRCUMSTANCES SHALL CAVACO BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR DATA, ARISING FROM OR RELATING TO THIS AGREEMENT.
9.3. Basis of Bargain. The parties agree these limitations are an essential part of the bargain and apply even if a remedy fails of its essential purpose.
10.1. Term. This Agreement begins when Customer first registers for an account and continues until all subscriptions expire or are terminated.
10.2. Renewal. Unless otherwise stated in a Service Order, subscriptions automatically renew for successive periods equal to the initial term unless one party provides notice of non-renewal at least 30 days (or 5 days for monthly billing) before the end of the then-current term.
10.3. Termination for Cause. Either party may terminate this Agreement if the other materially breaches and does not cure within 30 days of notice. Cavaco may terminate immediately in the case of Customer insolvency, bankruptcy, or account inactivity.10.4. Effect of Termination. Upon termination, all rights to use the Services cease. Cavaco may delete Customer Data within 30 days of termination unless legally required to retain it. Sections regarding fees, data ownership, warranties, limitations of liability, and confidentiality will survive.
11.1. Confidential Information. Each party may receive or access confidential or proprietary information of the other, including technical, financial, and business information ("Confidential Information"). The Services, Documentation, and all related non-public materials are Cavaco’s Confidential Information.
11.2. Obligations. The receiving party will:Maintain the confidentiality of the disclosing party’s Confidential Information using at least the same level of care it uses to protect its own (but no less than reasonable care),Not use the Confidential Information for any purpose other than as permitted under this Agreement,Not disclose the Confidential Information to any third party without prior written consent, except to its employees or agents who have a need to know and are bound by similar obligations.
11.3. Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement, (b) was known by the receiving party prior to disclosure, (c) was lawfully disclosed by a third party, or (d) was independently developed without use of Confidential Information.
11.4. Compelled Disclosure. The receiving party may disclose Confidential Information when required by law or court order, provided it gives reasonable notice to the disclosing party and cooperates in any efforts to limit disclosure.
12.1. By Cavaco. Cavaco will defend and indemnify Customer against third-party claims that the Services infringe valid U.S. intellectual property rights, provided Customer promptly notifies Cavaco and cooperates fully in the defense. Cavaco may modify the Services to avoid infringement or terminate the Agreement and refund unused prepaid fees. Cavaco has no obligation to indemnify claims arising from Customer’s misuse, modification, or combination of the Services with third-party products.
12.2. By Customer. Customer will defend and indemnify Cavaco against any third-party claims arising from:Customer Data or Marketing Content,Customer’s breach of this Agreement,Violations of applicable law by Customer or its users,Any use of the Services in violation of the Acceptable Use Policy.
12.3. Procedures. The indemnifying party must be given sole control of the defense and settlement of the claim, with the indemnified party’s reasonable cooperation.
13.1. Governing Law. This Agreement shall be governed by the laws of the State of California, without regard to conflicts of law principles. All disputes will be resolved in the state or federal courts of San Francisco County, California.
13.2. Assignment. Neither party may assign this Agreement without the other’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets. Any unauthorized assignment is void.
13.3. Force Majeure. Cavaco is not liable for delays or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, government actions, labor disputes, or internet service failures.
13.4. No Agency. The parties are independent contractors. Nothing in this Agreement creates a joint venture, partnership, or agency relationship.
13.5. Notices. Notices must be sent to legal@cavaco.ai. Customer is responsible for providing and maintaining a valid email address for notices. Notices are effective on the next business day after transmission.
13.6. Entire Agreement. This Agreement, including any referenced policies, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications. Any conflicting terms in purchase orders or other documents are void.
13.7. Modifications. Cavaco may update these Terms from time to time with notice. Continued use of the Services after the effective date constitutes acceptance.
13.8. Waiver and Severability. The failure to enforce any right does not constitute a waiver. If any provision is held invalid or unenforceable, it will be replaced with a valid provision that reflects the original intent, and the remainder will remain in effect.
13.9. Survival. Sections relating to confidentiality, data, fees, warranties, indemnification, limitations of liability, and governing law shall survive termination of this Agreement.