Terms of Service

1. Introduction and Acceptance

These Terms of Service (the "Terms") form a binding agreement between Soulvaya Labs, Inc., a Delaware corporation ("Soulvaya," "we," "us," or "our") and the individual or entity that accesses or uses the Services ("you," "your," or "Client"). By purchasing, starting a free Preview Week, or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms on behalf of yourself and the business you represent. If you do not agree, do not use the Services.

PLEASE READ CAREFULLY. SECTION 18 CONTAINS A BINDING ARBITRATION AGREEMENT, A CLASS-ACTION WAIVER, AND A JURY-TRIAL WAIVER THAT AFFECT YOUR LEGAL RIGHTS. SECTION 16 LIMITS OUR LIABILITY. SECTION 15 DISCLAIMS WARRANTIES.

2. The Services & Offer

2.1 Soulvaya OS. We provide Soulvaya OS, an AI-managed business platform for small businesses, including: a custom business website; a Command Center dashboard; AI-assisted content, review, promotion, and concierge features; a defined number of standard automations; hosting; and support, as described on our packages page at the time of purchase.

2.2 Pricing. The annual partnership is priced as displayed at checkout (currently $5,000/year in full, or an installment plan as displayed). Listing Launch and other fixed-scope packages are priced as displayed, plus recurring hosting where stated. On the two-payment plan, the first payment starts the build and the second is due at launch approval — the moment you approve your build for publication in the Command Center; we may pause launch until it clears.

2.3 Preview Week. A free 7-day preview requiring no payment card. Preview deliverables are drafts, remain our property until a paid engagement begins, and may be deleted after the trial.

2.4 Not included unless separately agreed in writing: custom software beyond platform features; paid advertising spend (billed by Google/Meta to your accounts); photo/video shoots; third-party subscriptions in your name; migrations not listed in your onboarding brief; and services for locations/brands not named at purchase.

3. Eligibility & Accounts

You must be at least 18 and authorized to bind your business. You are responsible for the confidentiality of your Command Center login and PIN, and for all activity under your account. Notify us promptly of any unauthorized use.

4. Your Responsibilities

Provide accurate business information during onboarding and keep it current.
Review and approve or request revisions to drafts within a reasonable time — the build timeline depends on your responsiveness.
Hold the rights to all content, images, logos, and materials you upload.
Maintain control of your own third-party accounts (Google Business Profile, Meta/Instagram, phone numbers, payment processors) and grant/revoke our access as needed.
Comply with laws applicable to your business, including messaging-consent rules (Section 9) and consumer-review rules.

5. Approval-First Operation

Soulvaya OS is designed so that nothing publishes, sends, or spends without your approval. You are responsible for the content you approve; once approved, content, messages, offers, or website changes are treated as your communications to your customers.

6. AI-Generated Work

Portions of the Services are produced or assisted by artificial intelligence, including third-party models. You acknowledge that AI output can contain errors, omissions, or content requiring human review — which is why approval gates exist. We do not warrant that AI-generated content is unique, error-free, or fit for a particular purpose. You must review AI-generated content before approving it. AI-generated business insights are informational only and are not legal, tax, accounting, medical, or financial advice.

7. No Professional Advice

The Services — including Vayla, the concierge, reports, and any AI agent — provide business information and operational assistance only, and are not a substitute for professional legal, tax, accounting, financial, medical, or other regulated advice. Consult a qualified professional for those matters.

8. Third-Party Services

The Services depend on third-party providers, currently including Netlify (hosting), Supabase (database), Stripe (payments), Resend (email), Twilio (SMS), Meta (Instagram/Facebook), OpenAI and Anthropic (AI models), and Higgsfield (media). We choose and manage them with care but do not control them. Features that depend on a third party are subject to that provider's availability, policies, and approval processes (e.g., carrier A2P registration for SMS, Meta app review and token renewal). Where a dependency is not yet active for your account, the Command Center shows its honest status.

9. SMS & Communications Compliance

Where the Services send SMS or email to your customers on your behalf: (a) you are the sender of record and responsible for lawful consent from recipients; (b) opt-outs (e.g., STOP) are honored automatically and you must not bypass them; (c) SMS features require carrier registration (A2P 10DLC) with carrier-controlled timelines we cannot guarantee.

10. Ownership & Intellectual Property

10.1 Yours. You own your business data, your uploaded content, and — upon full payment — the website content and design we produce for you and the content drafts you approve.

10.2 Ours. We own the Soulvaya OS platform, the Command Center software, templates, prompt systems, agent architectures, and build tooling. Your purchase grants a license to use the platform for your business during your active term; it does not transfer platform ownership.

10.3 Portability ("no hostages"). On request, we deliver a full export of your data and website content within 14 days. Platform features do not transfer, because they are the operating service you subscribed to.

10.4 Portfolio. We may reference your public website and non-confidential results in our portfolio unless you opt out in writing.

11. Hosting & Uptime

We host your website and Command Center on enterprise-grade infrastructure and target high availability, but we do not guarantee uninterrupted uptime and are not liable for downtime caused by third-party providers, DNS, your registrar, or force majeure.

12. Support

Support levels and response targets are described on our support page and apply during your active paid term. [Confirm operational capacity to honor any expedited response target stated in marketing, or restate the target accurately.]

13. Term, Renewal & Cancellation

13.1 The annual partnership runs 12 months from purchase.

13.2 Renewal is not automatic at this time. We will invoice or propose renewal before your anniversary (currently ~30 days prior, from $3,500/year as displayed). No charge occurs without your action. [If auto-renewal is later enabled, these Terms must be updated with advance-notice and cancellation-window language before the first auto-charge.]

13.3 You may cancel at any time; refunds are governed by the Refund Policy. Cancellation begins offboarding, including export delivery per 10.3 and wind-down after a 14-day handoff window.

13.4 We may suspend or terminate for material breach (non-payment, unlawful use, abusive conduct, or attempts to compromise the platform), with notice and an opportunity to cure where practical.

14. Acceptable Use

You may not use the Services to: send messages without consent; publish unlawful, infringing, or deceptive content; misrepresent AI-generated reviews or testimonials as organic; access other clients' data; probe, reverse-engineer, or disrupt the platform; or resell the Services without a written agreement.

15. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. SOULVAYA AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND DATA PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, AND AVAILABILITY. WE DO NOT WARRANT ANY BUSINESS OUTCOME — INCLUDING REVENUE, BOOKINGS, LEADS, SEARCH RANKINGS, REVIEW VOLUME, OR ADVERTISING PERFORMANCE.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) OUR TOTAL AGGREGATE LIABILITY ARISING FROM THE SERVICES IS LIMITED TO THE AMOUNTS YOU PAID US IN THE 12 MONTHS BEFORE THE CLAIM; (B) WE ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, DATA, OR GOODWILL; (C) THESE LIMITS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Some jurisdictions do not allow certain limitations; there, these limits apply to the fullest extent permitted.

17. Indemnification

You will indemnify and hold harmless the Soulvaya Parties from third-party claims arising from: your business's goods/services; content you provided or approved; your violation of law (including messaging-consent laws); or your breach of these Terms.

18. Dispute Resolution; Binding Arbitration; Class-Action Waiver

18.1 Informal resolution. Before initiating arbitration or a small-claims action, you agree to send a written notice of dispute by mail to Soulvaya Labs, Inc., a Delaware corporation, Attn: Legal, 131 Continental Drive, Suite 305, Newark, Delaware 19713, and by email to legal@soulvayalabs.com, describing the claim, the relief sought, and your contact information. The parties will attempt in good faith to resolve the dispute within sixty (60) days.

18.2 Binding individual arbitration. Except for small-claims matters and the opt-out below, any dispute arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration administered by a recognized arbitration provider under its consumer/commercial rules, seated in Delaware or conducted remotely. Judgment on the award may be entered in any court of competent jurisdiction.

18.3 Class-action & jury waiver. Disputes will be conducted only on an individual basis; you and Soulvaya waive any right to a jury trial and to participate in a class, collective, or representative action, to the extent permitted by law.

18.4 Small claims. Either party may bring an individual claim in small-claims court if it qualifies.

18.5 Opt-out. You may opt out of this arbitration agreement within 30 days of first accepting these Terms by emailing legal@soulvayalabs.com with your name and account email.

18.6 Governing law. These Terms are governed by the laws of the State of Delaware, without regard to conflicts of law, except where your local consumer law provides non-waivable rights.

19. Changes

We may update these Terms prospectively. Material changes will be notified to the account owner by email at least 14 days before taking effect. Continued use after the effective date constitutes acceptance; if you object, you may cancel per Section 13.

20. Miscellaneous

These Terms plus your order, the Refund Policy, the Privacy Policy, and the Disclaimer are the entire agreement. If a provision is unenforceable, the remainder stands. We may assign these Terms in a merger or sale; you may not assign without our consent. Failure to enforce is not a waiver.

21. Contact

Soulvaya Labs, Inc., a Delaware corporation · 131 Continental Drive, Suite 305, Newark, Delaware 19713 · hello@soulvayalabs.com · Legal notices: legal@soulvayalabs.com