Terms of Service

• “Customer Content” means the data, records, files, and other materials you or your users submit to or generate within the Services, including production records such as vessels, lots, movements, analyses, additions, and tasks.
• “Users” means the individuals you authorize to access the Services under your account.
• “Order” means an ordering document or online subscription selection that references these Terms.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your internal business purposes during the applicable subscription term. We reserve all rights not expressly granted.

You must provide accurate registration information and keep it current. You are responsible for maintaining the confidentiality of credentials, for all activity under your account, and for your Users’ compliance with these Terms. Notify us promptly of any unauthorized use or suspected security incident.

You own your Customer Content. As between the parties, you retain all rights, title, and interest in and to Customer Content. You grant us a limited license to host, process, transmit, and display Customer Content solely to provide and support the Services and as otherwise permitted in our Privacy Policy.

You are responsible for the accuracy and legality of Customer Content and for having the necessary rights to submit it. You can export your Customer Content at any time in standard formats.

You agree not to, and not to permit others to:

• Use the Services in violation of any law or third-party rights;
• Access or attempt to access another tenant’s data, or probe, scan, or test the vulnerability of the Services without authorization;
• Interfere with or disrupt the integrity or performance of the Services;
• Reverse engineer, decompile, or attempt to derive source code, except as permitted by law;
• Resell, sublicense, or provide the Services to third parties except your authorized Users;
• Upload malicious code or use the Services to store or transmit unlawful or infringing content.

Fees, billing frequency, and subscription scope are set out in the applicable Order. Except as required by law or expressly stated, fees are non-refundable. Unless otherwise stated, fees are exclusive of taxes, which are your responsibility. We may suspend the Services for non-payment after reasonable notice.

Each party may receive non-public information of the other. The receiving party will use such information only to perform under these Terms and will protect it with at least reasonable care. These obligations do not apply to information that is public through no fault of the receiving party, independently developed, or lawfully obtained from a third party.

We maintain administrative, technical, and physical safeguards designed to protect Customer Content, including encryption in transit and at rest, role-based access control, per-tenant isolation, audit logging, and monitored infrastructure. Additional detail is available on our Security page and in our Privacy Policy.

The Services may interoperate with third-party products or integrations you choose to enable. Your use of those third-party services is governed by their own terms, and we are not responsible for them.

The Services, including all software, interfaces, and content we provide (excluding Customer Content), are owned by Oeno et Viti and its licensors and are protected by intellectual property laws. Feedback you provide may be used by us without restriction or obligation.

The Services are provided “as is” and “as available.” To the fullest extent permitted by law, we disclaim all warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or that they will meet your requirements. Oeno is intended to support — not replace — your own record-keeping and regulatory compliance obligations.

To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill, arising out of or relating to these Terms or the Services. Except for your payment obligations and either party’s breach of its confidentiality obligations, each party’s total aggregate liability arising out of or relating to these Terms will not exceed the amounts you paid to us for the Services in the twelve (12) months preceding the event giving rise to the claim. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

You will defend, indemnify, and hold harmless Oeno et Viti from and against third-party claims, damages, and reasonable costs arising out of your Customer Content or your use of the Services in violation of these Terms or applicable law, except to the extent caused by Oeno et Viti.

These Terms apply while you use the Services. Either party may terminate for material breach that remains uncured 30 days after written notice. You may stop using the Services at any time. Upon termination, your right to use the Services ends, and we will make Customer Content available for export for a limited period before deletion as described in our Privacy Policy. Provisions that by their nature should survive termination will survive.

We may modify the Services and update these Terms from time to time. When we make material changes to these Terms, we will update the “Last updated” date and provide reasonable notice. Your continued use after changes take effect constitutes acceptance.

These Terms are governed by the laws of the State of California, United States, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in California for any dispute not subject to an alternative dispute-resolution agreement.

These Terms, together with any Order and our Privacy Policy, are the entire agreement between the parties regarding the Services. If any provision is found unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays or failures caused by events beyond its reasonable control.

Questions about these Terms? Contact us at legal@oeno.io.