Terms of Service

Section 1Acceptance and Parties

1.1 These Terms of Service (the "Terms") form a binding agreement between Oluri AI LLC, a Tennessee limited liability company with a principal place of business at 370 Mallory Station Road, Suite 503, Franklin, Tennessee 37067 ("Oluri," "we," "us," or "our"), and the company that subscribes to the Service (the "Company," "you," or "your").

1.2 The Company accepts these Terms by creating a Company account, by accessing or using the Service, or by signing an order or accepting an invoice that references the Service.

1.3 The individual accepting these Terms represents that they are authorized to bind the Company. If you do not have that authority, do not accept these Terms and do not use the Service.

1.4 Foreman is business software. It is licensed to companies for business use. It is not offered to consumers for personal, family or household purposes.

1.5 Where Oluri and the Company have signed a separate written agreement covering the Service, that agreement controls to the extent of any conflict with these Terms.

Section 2Definitions

2.1 "Service" means Foreman by Oluri, including the application at app.oluriai.com, its features and surfaces, associated interfaces, and any documentation or support provided with it.

2.2 "Authorized User" means an individual the Company permits to access the Service under the Company's account, including the Company's employees and contractors.

2.3 "Owner" means an Authorized User the Company designates with owner-level permissions, who may invite and remove Authorized Users, change roles and visibility settings, connect and disconnect Connected Services, and manage billing.

2.4 "Connected Service" means a third-party service the Company authorizes the Service to access, specifically QuickBooks Online, a Microsoft 365 or Google Workspace business mailbox, and UPS and FedEx carrier accounts.

2.5 "Company Data" means data the Service accesses, receives, generates or stores on the Company's behalf, including accounting records, email content and attachments, inventory and serial number records, shipment records, and documents.

2.6 "Output" means material the Service generates from Company Data, including drafted quotes and replies, computed margin and valuation figures, extracted purchase order numbers and serial numbers, and sourcing and pricing suggestions.

2.7 "Fees" means the amounts payable for the Service as set out in the Company's order or invoice.

Section 3Eligibility

3.1 The Company must be a legally formed business entity or a sole proprietorship capable of entering into a binding contract.

3.2 Each Authorized User must be at least eighteen (18) years old.

3.3 The Company must not be located in, or be a resident of, a country or region subject to comprehensive United States trade sanctions, and must not be a person or entity on a United States restricted party list.

Section 4Company Account and Authorized Users

4.1 One account, multiple named users. The Service is licensed to the Company. The Company may create accounts for its Authorized Users under a single Company account. Authorized Users are added by invitation sent to a work email address.

4.2 Credentials are personal to each Authorized User. Sign-in credentials must not be shared between individuals. The Company is responsible for all activity occurring under its account.

4.3 The Owner controls access. An Owner may add, suspend or remove any Authorized User at any time and may change any Authorized User's role. The Company is responsible for removing access promptly when a person leaves the Company or changes role.

4.4 Visibility setting. The Company chooses whether all Authorized Users can see all quotes and deals, which is the default, or whether each salesperson sees only their own. Owners always have visibility of all Company Data in the Service. The Company is responsible for choosing the setting appropriate to its business.

4.5 Responsibility for Authorized Users. The Company is responsible for its Authorized Users' compliance with these Terms. An act or omission of an Authorized User that would breach these Terms is treated as a breach by the Company.

4.6 Notify us of compromise. The Company must notify Oluri promptly at tyler@oluriai.com on becoming aware of any unauthorized access to its account.

Section 5The Service

5.1 License to use. Subject to these Terms and payment of Fees, Oluri grants the Company a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the term for the Company's internal business purposes.

5.2 What it does. The Service reads the Company's connected business mailbox and QuickBooks Online company file and provides surfaces for customer conversations, quoting, deals and purchase orders, inventory, purchasing and receiving, shipping, sourcing, automation controls and settings.

5.3 Working output, not a substitute for judgment. The Service produces drafts, extracted values and computed figures for a person to review. It is a tool used by the Company's staff. It does not replace the Company's own commercial judgment or its obligation to check its own numbers.

5.4 Changes to the Service. Oluri may modify, add to, or discontinue features. Where a change would materially reduce core functionality the Company relies on, Oluri will give reasonable advance notice.

5.5 Restrictions. The Company must not, and must not permit any person to: copy, modify or create derivative works of the Service; reverse engineer or attempt to derive source code, except to the extent that restriction is unenforceable under applicable law; resell, sublicense, rent, or provide the Service as a service bureau to third parties; circumvent usage limits or access controls; or use the Service to build a competing product.

Section 6Human Approval Requirements

6.1 The Service drafts; a person sends. The Service does not send email to the Company's customers on its own. Every outbound customer communication is reviewed and sent by an Authorized User. There is no configuration that removes this requirement.

6.2 Money movement is approved by a person. The Service does not process payments, does not touch payment card data, and does not initiate movements of money. Any accounting record that affects money is created as a result of an action an Authorized User takes.

6.3 Automation controls. The Service provides controls determining what it may do without asking and what it must bring to a person first. The Company is responsible for configuring those controls appropriately and for reviewing them when its team or its process changes.

6.4 The Company remains responsible for what it sends. A quote, a price, a purchase order or a customer communication approved by an Authorized User is the Company's, regardless of whether the Service drafted it.

Section 7Connected Services

7.1 The Company's own accounts. Connected Services are accounts the Company holds with third parties. The Company authorizes Oluri to access them. Oluri does not provide them and is not responsible for them.

7.2 Authority to connect. The Company represents that it has the right and authority to connect each Connected Service, to authorize Oluri's access to the data in it, and to permit the processing described in these Terms and the Privacy Policy.

7.3 QuickBooks Online. Connection is made through Intuit's OAuth 2.0 flow under the com.intuit.quickbooks.accounting scope. Oluri does not request the QuickBooks Payments scope (com.intuit.quickbooks.payment) and does not process, store or transmit payment card data. The Company's use of QuickBooks Online is governed by its own agreement with Intuit.

7.4 Disconnection. The Company may disconnect any Connected Service at any time from Settings. Disconnecting QuickBooks Online revokes the access grant with Intuit, not only on Oluri's side.

7.5 Third-party changes. A Connected Service may change, restrict or discontinue its interfaces. Oluri is not liable for a third party's changes, outages or decisions, and features that depend on a Connected Service may be affected by them.

7.6 Marketplace and listing data. Pricing and availability information retrieved from dealer marketplaces and industry listings is third-party information provided for reference. Oluri does not warrant its accuracy, completeness or currency.

Section 8Fees, Invoicing and Payment

8.1 Pricing. The Service is priced per Company, not per Authorized User. The applicable Fees are those set out in the Company's order or invoice.

8.2 Invoice billing. Fees are invoiced monthly in advance. Payment is due within fifteen (15) days of the invoice date unless a different term is stated on the invoice. No payment card is required, and Oluri does not store payment card data.

8.3 Taxes. Fees are exclusive of sales, use and similar taxes. The Company is responsible for any such taxes other than taxes on Oluri's income.

8.4 Late payment. Undisputed amounts not paid when due may accrue interest at one and one half percent (1.5%) per month or the maximum rate permitted by law, whichever is less. Oluri may suspend the Service on ten (10) days' written notice for undisputed amounts more than thirty (30) days overdue.

8.5 Disputed invoices. The Company must notify Oluri of a disputed amount within fifteen (15) days of the invoice date, and the parties will work in good faith to resolve it. Undisputed amounts remain payable.

8.6 Fee changes. Oluri may change Fees on at least thirty (30) days' written notice, effective at the start of the next billing month. If the Company does not accept a change, it may cancel under Section 9 before the change takes effect.

8.7 Refunds. Fees are not refundable for partial months, except where required by law or where Oluri terminates without cause under Section 20.2.

Section 9Term, Cancellation and Suspension

9.1 Term. The Service is provided on a month-to-month basis, renewing automatically at the start of each billing month, unless the Company's order states a different term.

9.2 Cancellation by the Company. The Company may cancel at any time by giving thirty (30) days' written notice to tyler@oluriai.com. Cancellation takes effect at the end of the notice period, and Fees for that period remain payable.

9.3 Suspension. Oluri may suspend access, in whole or in part, where necessary to address a security threat, a violation of Section 12, a legal obligation, or non-payment under Section 8.4. Where practicable, Oluri will give notice and an opportunity to cure first, and will restore access promptly once the cause is resolved.

Section 10Company Data

10.1 The Company owns its data. As between the parties, the Company retains all right, title and interest in Company Data. Oluri claims no ownership of it.

10.2 Limited license to operate the Service. The Company grants Oluri a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, index and display Company Data solely to provide, secure, support and maintain the Service for the Company. This license exists to run the Service and for no other purpose, and it ends when the Company Data is deleted.

10.3 Training on the Company's own data. Oluri fine-tunes a model on the Company's own records, including accounting records synced from QuickBooks Online, so the Service reflects how the Company does business. That model serves only the Company. Oluri does not use Company Data to train, fine-tune or otherwise improve any model that is made available to any other customer or to any third party, and does not use it to train any general-purpose or foundation model. Training data derived from Company Data is Company Data for the purposes of Sections 10 and 20.

10.4 No third-party AI provider. All artificial intelligence processing performed by the Service runs on hardware Oluri owns and operates in Nashville, Tennessee. Company Data is not sent to any third-party artificial intelligence provider.

10.5 The Company's responsibilities for its data. The Company represents that it has the necessary rights and lawful basis for the Company Data it connects or uploads, including personal information about its own customers, vendors and contacts, and that its use of the Service complies with applicable law.

10.6 Export. During the term, the Company may export its Company Data from the Service. Records synced from a Connected Service also remain in the Company's own account at that service.

Section 11Outputs and Intellectual Property

11.1 Outputs. As between the parties, and subject to payment of Fees, the Company owns the Outputs the Service generates from its Company Data and may use them for any lawful business purpose.

11.2 Outputs may be wrong. Automated extraction, pricing and drafting can produce errors, including an incorrect part number, quantity, price, cost, margin figure, serial number or purchase order number. The Company is responsible for reviewing Outputs before relying on them or sending them to a customer.

11.3 Similar outputs for others. The Service may generate similar or identical output for other customers from their own data. Nothing in these Terms grants the Company rights in output generated for another customer.

11.4 Oluri's intellectual property. Oluri retains all right, title and interest in the Service, its software, models and interfaces, and in the Oluri and Foreman names and marks. No rights are granted except those expressly stated in these Terms.

11.5 Feedback. If the Company gives Oluri suggestions or feedback about the Service, Oluri may use it without restriction or obligation.

Section 12Acceptable Use

The Company must not, and must not permit any Authorized User or third party to:

12.1 Use the Service in violation of applicable law, including export control, sanctions, anti-spam and privacy law;

12.2 Connect a mailbox, accounting file or carrier account that the Company is not authorized to connect;

12.3 Use the Service to send unsolicited commercial email in violation of the CAN-SPAM Act or equivalent law;

12.4 Upload material that infringes a third party's intellectual property rights or that contains malware;

12.5 Attempt to gain unauthorized access to the Service, to another customer's data, or to the systems on which the Service runs, or perform security testing of the Service without Oluri's prior written permission;

12.6 Interfere with or disrupt the integrity or performance of the Service, or impose an unreasonable load on it;

12.7 Use the Service to make decisions about an individual that produce legal or similarly significant effects concerning that individual; or

12.8 Represent Output as having been verified or approved by Oluri.

Section 13Confidentiality

13.1 Each party may receive information of the other that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Company Data is the Company's Confidential Information. The Service's non-public features and Oluri's pricing are Oluri's Confidential Information.

13.2 Each party will protect the other's Confidential Information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisors who need it and who are bound by confidentiality obligations.

13.3 Confidential Information does not include information that is or becomes public without breach, that was known without obligation of confidence before disclosure, that is independently developed without use of the other party's Confidential Information, or that is rightfully received from a third party without restriction.

13.4 A party may disclose Confidential Information where required by law and, where legally permitted, will give the other party prior notice and reasonable cooperation to seek protective treatment.

Section 14Privacy and Security

14.1 The Privacy Policy is incorporated into these Terms and describes what the Service collects, how it is used, how long it is kept, and how to disconnect and delete it.

14.2 Security measures. Oluri maintains administrative, physical and technical safeguards, including: connector tokens and credentials encrypted at rest with AES-256-GCM under a key specific to the Company; disk-level encryption using AES-256-XTS; Transport Layer Security for data in transit; and artificial intelligence inference on hardware Oluri owns, with no third-party artificial intelligence provider receiving customer data.

14.3 What Oluri does not claim. Oluri is not SOC 2, ISO 27001 or PCI certified. Oluri maintains an internal security policy set modeled on the ISO 27001 framework, which is not the same as certification, and Oluri makes no representation of certification. Oluri does not warrant any level of uptime or availability.

14.4 Data processing terms. Where the Company requires a data processing agreement for its own compliance obligations, Oluri will enter into a reasonable one on request at tyler@oluriai.com.

Section 15No Professional Advice

15.1 The Service is not an accountant, a bookkeeper, an auditor, a tax advisor or a lawyer. Margin figures, valuations, tax treatments, accounting classifications and records written to the Company's accounting system are working output produced by software from the data available to it.

15.2 The Company is responsible for the accuracy of its own books and its own filings and should have a qualified professional review them. Oluri is not responsible for accounting or tax consequences of records created, modified or relied upon through the Service.

15.3 Nothing in the Service constitutes legal, tax, accounting or investment advice.

Section 16Beta Features

Oluri may make features available that are identified as beta, preview or early access. These are provided as-is, may be changed or withdrawn at any time, may not work as described, and are excluded from any warranty or service commitment. The Company may choose not to use them.

Section 17Disclaimers

17.1 EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," AND OLURI DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

17.2 OLURI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE OR SUITABLE FOR A PARTICULAR TRANSACTION.

17.3 Oluri is not responsible for the availability, accuracy or acts of any Connected Service, marketplace, carrier or other third party.

17.4 Some jurisdictions do not allow the exclusion of certain warranties. In those jurisdictions the exclusions apply to the fullest extent permitted by law.

Section 18Limitation of Liability

18.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY.

18.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE COMPANY TO OLURI IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

18.3 The limitations in 18.1 and 18.2 do not apply to a party's indemnification obligations under Section 19, to the Company's obligation to pay Fees, to a party's breach of Section 13, or to liability that cannot be limited under applicable law.

18.4 These limitations apply regardless of the theory of liability and are a fundamental part of the bargain between the parties.

Section 19Indemnification

19.1 By the Company. The Company will defend and indemnify Oluri against third-party claims arising from Company Data, from the Company's authority to connect a Connected Service, from the Company's use of Outputs, or from the Company's breach of Section 12.

19.2 By Oluri. Oluri will defend and indemnify the Company against third-party claims that the Service as provided infringes a United States patent, copyright or trademark. Oluri may, at its option, modify the Service, procure the right to continue using it, or terminate the affected part and refund prepaid unused Fees.

19.3 The indemnified party must give prompt written notice, allow the indemnifying party to control the defense, and cooperate reasonably. No settlement imposing an obligation on the indemnified party may be made without its consent.

Section 20Termination and Data After Termination

20.1 Termination for cause. Either party may terminate these Terms for the other party's material breach on thirty (30) days' written notice, if the breach is not cured within that period.

20.2 Termination by Oluri without cause. Oluri may terminate on sixty (60) days' written notice and will refund prepaid, unused Fees.

20.3 Effect of termination. On termination, access to the Service ends and Connected Service authorizations are revoked, including revocation of the QuickBooks Online grant with Intuit.

20.4 Data after termination. The Company may export its Company Data before the effective date of termination. After termination, Company Data is retained and deleted on the schedule set out in Section 10 of the Privacy Policy, and connector credentials and tokens are destroyed. The Company may request earlier deletion at tyler@oluriai.com.

20.5 Survival. Sections 10.1, 11, 13, 15, 17, 18, 19, 20.4, 21 and 23 survive termination, together with any accrued payment obligation.

Section 21Dispute Resolution

21.1 Talk first. Before starting a formal proceeding, the parties will attempt in good faith to resolve the dispute by discussion between people with authority to settle it, for a period of thirty (30) days after written notice of the dispute.

21.2 Governing law. These Terms are governed by the laws of the State of Tennessee, without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

21.3 Arbitration. A dispute not resolved under 21.1 will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Williamson County, Tennessee. Judgment on the award may be entered in any court of competent jurisdiction.

21.4 Carve-outs. Either party may bring an individual action in small claims court, and either party may seek injunctive or equitable relief in a court of competent jurisdiction for infringement or misuse of intellectual property or for breach of Section 13.

21.5 No class proceedings. Disputes will be resolved on an individual basis. Neither party may bring a claim as a plaintiff or class member in a class, consolidated or representative action.

21.6 Both parties are businesses. This Section is agreed between commercial parties. The Service is not offered to consumers, and nothing here purports to affect rights an individual consumer may have under consumer protection law.

Section 22Export Controls and Government Users

22.1 The Company will comply with United States export control and sanctions laws and will not make the Service available to any person or entity prohibited from receiving it.

22.2 If the Company is a United States government entity, the Service is "commercial computer software" and "commercial computer software documentation" as those terms are used in FAR 12.212 and DFARS 227.7202, and is provided with only those rights granted to all other end users under these Terms.

Section 23Miscellaneous

23.1 Entire agreement. These Terms, the Privacy Policy, and any order or separate written agreement between the parties are the entire agreement about the Service and supersede prior discussions and proposals.

23.2 Changes to these Terms. Oluri may update these Terms. For a material change, Oluri will give at least thirty (30) days' notice by email to an Owner or by notice within the Service. Continued use after the effective date constitutes acceptance. If the Company does not accept a material change, it may cancel under Section 9 before the change takes effect.

23.3 Assignment. Neither party may assign these Terms without the other's written consent, except that either party may assign to a successor in connection with a merger, acquisition or sale of substantially all assets, on written notice.

23.4 Notices. Notices to Oluri go to tyler@oluriai.com and to the address in Section 24. Notices to the Company go to the email address of an Owner on the account.

23.5 Force majeure. Neither party is liable for a failure to perform caused by circumstances beyond its reasonable control, excluding payment obligations.

23.6 No waiver. A failure to enforce a provision is not a waiver of it.

23.7 Severability. If a provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder will stay in effect.

23.8 No third-party beneficiaries. These Terms do not create rights in any person other than the parties.

23.9 Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.

23.10 Publicity. Neither party will use the other's name or marks publicly without prior written consent, except that Oluri may identify the Company as a customer where the Company has given written permission.

Section 24Contact

Oluri AI LLC
370 Mallory Station Road, Suite 503
Franklin, Tennessee 37067
United States
General and contractual: tyler@oluriai.com
Privacy and data requests: tyler@oluriai.com
Telephone: 636-248-7171

End of Terms of Service, version 4.1.