Terms of Service

1. The agreement and the parties

These Terms govern your subscription to Alovate’s development service. By subscribing you accept them.

Your contract is with Alovate AI of Delaware, United States(“Alovate”, “we”, “us”). Work may be delivered by our Israeli affiliate; we remain responsible to you for it either way. How personal data is handled, and which company controls it, is set out in our Privacy Policy.

Order of precedence. If you and Alovate have signed a separate master services agreement, statement of work or order form, that signed document prevails over these Terms to the extent the two conflict. These Terms apply in full to everything the signed document does not cover, and they apply in full where there is no signed document.

2. The service

Alovate provides software development delivered as a monthly subscription. Work is requested and tracked through the client workspace, and drawn from the task categories published on the plan page.

Throughput. We publish a typical throughput of 5–8 tasks shipped per month. That figure is a good-faith estimate based on our normal delivery, not a guaranteed minimum. Actual throughput depends on the size and complexity of the tasks you submit and on how quickly you provide the access, decisions and content we need.

What counts as a task. A task is a single discrete piece of work — one feature, one fix, one integration or one screen — that is described clearly enough to start, and that we estimate at up to two working days. Anything larger is broken into multiple tasks with you before work starts. We queue and work tasks one at a time, in the priority order you set.

No task rollover. Tasks are a measure of throughput, not a monthly allowance you have bought. Unused capacity in a month does not accumulate, carry forward or convert to a credit. The only thing that carries forward is unused subscription days under the pause mechanic in section 5.

3. Scope and exclusions

The subscription covers the task categories published on the plan page. Work outside those categories is out of scope unless separately agreed in writing.

The following are not included in the subscription:

• brand identity and visual design systems built from scratch;
• content writing and SEO content production;
• paid advertising management and media buying;
• 24/7 on-call cover or guaranteed-uptime service levels.

We are happy to quote for any of these separately. Third-party costs — hosting, domain registration, API usage, paid licences and similar — are yours, and are not included in the subscription fee.

4. Fees and billing

Plans are billed monthly in advance through Stripe at the price shown at checkout. Published prices are $4,999 per month for the standard plan and $5,999 per month for the pro plan. The billing cycle runs for 30 days from the date of subscription and renews automatically until paused or cancelled.

Taxes. All prices are in US dollars and are exclusive of tax. You are responsible for any VAT, sales tax, use tax or similar charge that applies to your purchase, and for any withholding imposed in your jurisdiction — if withholding applies, the amount payable to us is grossed up so that we receive the full published fee. Payment processing fees are ours, not yours; bank or intermediary charges on your side are yours.

Failed payment. If a charge fails we will tell you and retry. You have 7 days from the failed charge to put it right. After that we may suspend the service and workspace access until the balance is settled. Suspension for non-payment does not extend or bank the billing cycle.

Price changes. We may change published prices. For an existing subscription we will give you at least 30days’ notice by email before the new price applies, and it will only take effect at the start of a renewal cycle. If you do not accept the new price, cancel before that cycle begins and you will not be charged it.

5. Pause and cancellation

You can pause or cancel at any time from the workspace or by emailing hello@alovate.ai. There is no long-term commitment and no cancellation fee.

Pause. When you pause part-way through a paid cycle, the unused whole days in that cycle are banked and applied when you resume. Billing stops while you are paused. A subscription may stay paused for up to 3 consecutive months; after that we may close it and release any banked days. While paused you keep read-only access to your workspace and to delivered work, but no new tasks are worked.

Banked days. Banked days expire 12 months after the date they were banked. They have no cash value, are not refundable, cannot be transferred to anyone else, and are forfeited if you cancel rather than resume. If the price changes while you are paused, banked days are honoured at their full day count, not revalued.

Cancellation. Cancelling stops future renewals. Your subscription — and your workspace access — continues to the end of the cycle you have already paid for. After that we keep your workspace content for 90 days so you can retrieve it, then delete it as described in the Privacy Policy.

6. Refunds

Subscription fees are non-refundable. Because you can cancel at any time and keep access for the cycle you have paid for, we do not refund whole or partial cycles, including where you did not submit tasks during a cycle.

Banked days under section 5 are a scheduling credit, not stored value: they are not redeemable for cash and are not refunded on cancellation.

This section does not remove any refund or withdrawal right you have that cannot be excluded by law. If we cancel your subscription for a reason that is not your breach of these Terms, we refund the unused portion of the current cycle on a pro-rata basis.

7. Intellectual property

You own the deliverables from day one. All deliverables produced for you under the subscription — source code, configuration and documentation written specifically for you — vest in you as they are created. Alovate assigns to you all right, title and interest in those deliverables at the moment of creation, and will execute any document reasonably needed to give effect to that assignment. Work is delivered into a repository you control. This is not conditional on payment; if you do not pay, our remedy is suspension under section 4 and the debt itself, not a claim on your code.

What we keep. Alovate retains ownership of its own pre-existing materials, internal tooling, templates and general know-how, and of anything not created specifically for you. Where such material is embedded in a deliverable, Alovate grants you a perpetual, worldwide, non-exclusive, irrevocable, royalty-free licence to use, modify and distribute it as part of that deliverable, including the right to sublicense it to your successors.

Third-party and open-source components. Deliverables include third-party and open-source components that we do not own and cannot assign. Those remain licensed to you by their own licensors under their own terms, and the assignment above does not extend to them. We will use components whose licences permit your intended commercial use, will not knowingly introduce a component whose licence would require you to open-source your own proprietary code, and will tell you on request what is in a deliverable and under what licence.

8. Client responsibilities

You are responsible for providing timely access, decisions, credentials and content needed for the work, and for the legality of material you ask us to process.

Delays caused by outstanding items on your side do not extend a billing cycle and do not create banked days — the pause mechanic in section 5 is the way to stop the clock, and it is available to you at any time. If we are blocked and you have not paused, we will tell you what we are waiting for.

9. Confidentiality and data protection

Each party will keep the other’s confidential information in confidence, use it only to perform this agreement, and protect it with at least reasonable care. These obligations continue for 3 years after the subscription ends, and indefinitely for anything that is a trade secret. They do not apply to information that is public through no fault of the receiving party, was already known to it, or is required to be disclosed by law — in which case it will give notice where it lawfully can.

Where we process personal data on your behalf we do so as your processor. Our data processing agreement, which incorporates the terms required by GDPR Art. 28 and the Standard Contractual Clauses where relevant, is available on request from hello@alovate.ai and applies automatically once signed. The subprocessors we use are listed at /subprocessors; you can subscribe to change notifications from that page, and we give at least 30 days’ notice before a new subprocessor starts processing your data, during which you may object on reasonable data-protection grounds. Our own handling of personal data is described in the Privacy Policy.

10. Acceptable use

You agree not to use the service to:

• build or operate anything unlawful, or that infringes another party’s rights;
• process data you have no right to process;
• circumvent, probe or disrupt the workspace, its authentication, or the systems of our providers;
• resell or sublicense the subscription itself without written agreement.

We also decline work we will not put our name to, regardless of legality: surveillance or stalkerware products, deceptive dark-pattern flows, unlicensed financial or medical advice systems, and anything built to harass or defraud. We will tell you if we think a request falls into this category, and we will discuss it before refusing outright.

Consequences. If you breach this section we may suspend the service immediately and, if the breach is material and not fixed within 10 days of written notice, terminate the subscription. Fees already paid are not refunded on termination for cause. You keep ownership of deliverables already produced.

11. Warranties, liability and indemnities

Services are provided with reasonable skill and care. We warrant that deliverables will materially conform to what was agreed for 90 days after delivery; if they do not, tell us within that window and we will correct the defect at no charge. That correction is your exclusive remedy for a defect. Except as expressly stated, and to the extent permitted by law, the service is provided without further warranties, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.

Liability cap.Each party’s total aggregate liability arising out of or relating to this agreement is limited to the total fees paid by you in the 12 months immediately before the event that gave rise to the claim.

Excluded damages. Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost business or lost or corrupted data, even if it was told such damages were possible.

What is not capped.The cap and the exclusions above do not apply to: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; wilful misconduct; your obligation to pay fees due; either party’s breach of section 10 (acceptable use); or the indemnities below. Nor do they limit any liability that cannot be limited by law.

Indemnities.Alovate will defend and indemnify you against third-party claims that a deliverable we created infringes that party’s intellectual property rights, excluding claims arising from your own materials, your modifications, or your combination of a deliverable with something we did not supply. You will defend and indemnify us against third-party claims arising from material you asked us to process or build, and from your use of a deliverable after we deliver it. In each case the indemnified party must give prompt notice and reasonable cooperation, and let the indemnifying party control the defence.

12. Governing law and disputes

This agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules, and the United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware. Before filing, the party raising a dispute will give the other written notice and the two will try in good faith to resolve it within 30 days. Either party may seek injunctive relief for misuse of confidential information or intellectual property at any time, without waiting.

If you contract with us as a consumer rather than as a business, nothing in this section deprives you of the protection of mandatory rules of the country where you live, including your right to bring proceedings in your local courts.

13. Changes to these terms

We may update these Terms. For an existing subscription we will give you at least 30days’ notice by email before a material change takes effect, and it will apply from the start of your next billing cycle. If you do not accept a material change, cancel before that cycle begins; cancelling for this reason costs nothing and you keep access for the cycle already paid. Non-material changes — corrections, clarifications, new contact details — take effect when published.

14. Contact

Questions about these Terms: hello@alovate.ai.