Terms of Service

You must be at least 18 years old and able to form a binding contract to use the Services. By using the Services, you confirm that you meet these requirements and that you accept these Terms. If you do not agree, do not use the Services.

BizNerva provides software tools to assist with compliance management and business operations, including training, incidents, and related documentation (e.g. workplace violence prevention plans, pay transparency compliance). The Services include tools for automation, reporting, and integrations. We may add, change, or discontinue features with at least thirty (30) days' prior notice via email to your registered address or in-app notification, except where changes are required by law, regulation, or security necessity, in which case we will provide notice as soon as practicable. Specific functionality may vary by plan and region.

BizNerva does not provide legal advice. The Services are software tools designed to assist you in managing compliance-related tasks and documentation. BizNerva is not a law firm, does not practice law, and is not a substitute for the advice of a qualified attorney. You are solely responsible for your organization's legal compliance.

Third-party compliance partners. Certain compliance advisory services may be delivered through independent partners or Fractional Compliance Officers (FCOs) who access the Platform on your behalf. These partners are independent service providers — they are not employees, agents, or representatives of BizNerva, and BizNerva does not control, supervise, or guarantee the quality, accuracy, or completeness of their services. Your relationship with any such partner is governed by your separate arrangement with them. BizNerva is not liable for any acts, omissions, advice, or professional services provided by third-party partners.

You must provide accurate and complete registration information and keep it up to date. You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account. You must notify us promptly of any unauthorized access or use. We are not liable for losses arising from unauthorized use of your account due to your failure to safeguard credentials.

You agree not to:

• Use the Services for any illegal purpose or in violation of any applicable law.
• Infringe any third party's intellectual property, privacy, or other rights.
• Attempt to gain unauthorized access to the Services, other accounts, or our or our providers' systems or networks.
• Transmit malware, viruses, or other harmful code, or use the Services to distribute spam or phishing.
• Interfere with or disrupt the integrity or performance of the Services or the data contained therein.
• Use the Services to build a competing product or service, or to reverse engineer the Services except to the extent permitted by applicable law.
• Resell or redistribute the Services (or access thereto) without our prior written consent, except as explicitly permitted by your plan.
• Use the Services in a manner that could harm, disable, or overburden our infrastructure or that of our service providers.

We may suspend or terminate your access if we reasonably believe you have violated these Terms or applicable law, or if required to protect the Services or others.

Fees for paid plans are as described on our pricing page. You agree to pay all fees when due. Unless otherwise stated, fees are in U.S. dollars.

Billing and renewal: Monthly plans are billed on the 1st of each month for the preceding billing period. Annual plans are billed once per year on the anniversary of your plan start date. Plans automatically renew at the end of each billing period unless cancelled.

Plan changes: You may upgrade or downgrade your plan at any time. Upgrades may take effect immediately or at the next billing cycle, at your discretion. Downgrades take effect at the start of the next billing cycle. Downgrading may reduce available features, user limits, or location limits.

Cancellation: You may cancel your plan at any time. Upon cancellation, your service continues until the end of the current billing period. Outstanding bills must be paid before cancellation is processed. Your data is retained per applicable regulatory requirements, with an option to request deletion (subject to regulatory retention obligations).

Refunds: Fees are generally non-refundable except: (a) as required by applicable law; (b) if we materially breach this Agreement and fail to cure within thirty (30) days of written notice; or (c) for annual prepayments, a pro-rata refund for unused months if you terminate for cause. No refunds are available for monthly billing, partial months, or voluntary cancellations.

Fee changes: We may change fees with at least thirty (30) days' prior notice. Continued use after the effective date of a fee change constitutes acceptance. You are responsible for any taxes (other than our income taxes) that apply to your use of the Services.

We retain all right, title, and interest in and to the Services, including all software, designs, text, graphics, and our trademarks and branding. You do not acquire any ownership rights by using the Services. You retain ownership of the content and data you upload or create within the Services ("Customer Data"). You grant us a limited license to use, store, and process Customer Data as necessary to provide, operate, and improve the Services and as described in our Privacy Policy.

In the event of a security breach affecting your data, we will notify you in accordance with our Data Processing Agreement and applicable law. See our Privacy Policy and DPA for details.

Each party agrees to keep confidential any non-public information disclosed by the other that is designated as confidential or that reasonably should be understood to be confidential. This obligation survives termination. Confidential information does not include information that is publicly available, independently developed, or rightfully received from a third party without restriction.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

Service Availability. While we strive to maintain high availability, we do not guarantee any specific uptime percentage or service level unless separately agreed in writing. Scheduled and unscheduled maintenance may temporarily affect access. We will use commercially reasonable efforts to minimize service disruptions.

No legal advice; customer responsibility: BizNerva provides software tools to assist with compliance management. BizNerva does not provide legal, tax, or professional advice and is not responsible for the customer's legal compliance. You are solely responsible for ensuring that your business complies with all applicable laws and regulations. We do not guarantee that use of the Services will result in compliance with any particular law or standard.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BIZNERVA AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM (OR, IF GREATER, ONE HUNDRED U.S. DOLLARS ($100)).

Some jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions, our liability will be limited to the maximum extent permitted by law.

You agree to indemnify, defend, and hold harmless BizNerva and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) your violation of these Terms or applicable law; (c) your Customer Data or your infringement of any third party rights; or (d) any dispute between you and a third party relating to the Services.

You may stop using the Services and close your account at any time. We may suspend or terminate your access to the Services (or any part thereof) for cause, including breach of these Terms, or for convenience with at least thirty (30) days' prior notice via email to your registered address or in-app notification, except where required by law, regulation, or security necessity. Upon termination, your right to use the Services ceases. We may retain and use Customer Data as permitted by our Privacy Policy and for legal, security, or dispute-resolution purposes. We will use commercially reasonable efforts to allow you to export your Customer Data within thirty (30) calendar days following termination or non-renewal, where technically feasible.

These Terms are governed by the laws of the State of California, United States, without regard to conflict of laws principles. Any dispute arising out of or relating to these Terms or the Services shall be brought exclusively in the state or federal courts located in Alameda County, California, and you consent to the personal jurisdiction of such courts. Nothing in these Terms limits either party's right to seek injunctive or other equitable relief in any court of competent jurisdiction.

For users in the European Union or other jurisdictions where mandatory consumer protection or other laws apply, those laws may govern certain aspects of our relationship, and you may have additional rights that cannot be waived by contract.

Entire agreement: These Terms, together with the Privacy Policy, Data Processing Agreement, and Acceptable Use Policy, constitute the entire agreement between you and BizNerva regarding the Services and supersede prior agreements and communications. Your subscription plan, billing frequency, and pricing are governed by the plan you select within the Platform and the pricing terms displayed at the time of selection.

Severability: If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in effect.

Waiver: Our failure to enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

Assignment: You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

Changes: We may modify these Terms from time to time. We will post the updated Terms on this page and update the "Last updated" date. For material changes, we will provide additional notice (e.g. email or in-app) where required. Your continued use of the Services after the effective date constitutes acceptance of the modified Terms. If you do not agree, you must stop using the Services and may close your account.

For questions about these Terms, contact us at contact@biznerva.com.