Terms of Service

Version 1.1 — Effective Date: January 1, 2025
Last Updated: April 22, 2026

ODIA Solutions Inc. ("ODIA," "we," "us," or "our") designs, develops, and markets cloud-based software solutions for travel and hospitality industry professionals. These Terms of Service ("Terms") govern your access to and use of the ODIA SaaS platform and related services (collectively, the "Service").

By accessing or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity ("Customer"), you represent that you have authority to bind that entity. If you do not agree to these Terms, do not use the Service.

1. Definitions

Term	Meaning
Account	An account created by the Customer to access the Service
Additional Services	Professional services such as training, implementation, or support as detailed in an Order Form
Affiliate	Any entity that controls, is controlled by, or is under common control with a Party
Agreement	These Terms together with any signed Order Forms
Confidential Information	Proprietary information shared between the Parties that is not publicly known
Customer Data	Data provided by the Customer for use within the Service, including derived data
Documentation	User manuals and guides provided by ODIA
Fees	Charges payable by the Customer as detailed in an Order Form
Intellectual Property Rights	Rights including copyrights, patents, trademarks, and trade secrets
Order Form	A written or digital document detailing the subscription and services purchased
Service	The ODIA SaaS platform and any associated software, features, and updates
Term	The duration of the Agreement, including any renewal periods
Users	Individuals authorized by the Customer to access the Service

2. Subscription and Account

2.1 Access. ODIA grants the Customer a non-exclusive, non-transferable right to access and use the Service during the Term, solely for the Customer's internal business operations, as specified in the applicable Order Form.

2.2 Account Setup. The Customer is responsible for providing accurate account information and maintaining the confidentiality of account credentials. Any unauthorized use of an account must be reported to ODIA immediately through our Contact Us page.

2.3 User Responsibility. The Customer is responsible for all activities conducted under its account and for ensuring its Users comply with these Terms.

3. Acceptable Use

3.1 Permitted Use. The Customer may use the Service only for lawful purposes and in accordance with these Terms.

3.2 Restrictions. The Customer shall not:

Copy, modify, or create derivative works of the Service or its underlying software
Reverse-engineer, decompile, or disassemble the Service
Use the Service for any unlawful purpose or in violation of any applicable law or regulation
Attempt to gain unauthorized access to any part of the Service or its related systems
Transmit malicious code, viruses, or disruptive data through the Service
Resell, sublicense, or otherwise make the Service available to third parties except as expressly permitted
Use the Service to send unsolicited communications or spam
Interfere with or disrupt the integrity or performance of the Service

3.3 Compliance. The Customer must ensure its use of the Service complies with all applicable laws and agrees to cooperate with ODIA in addressing any breach.

4. Third-Party Integrations

4.1 Connected Services. The Service may allow the Customer to connect third-party accounts and services, including Gmail via Google OAuth, to enable platform features such as inbox management, email sending, and communication tracking.

4.2 Customer Authorization. By connecting a third-party service, the Customer authorizes ODIA to access and process data from that service solely to provide the features enabled by the integration. The Customer is responsible for ensuring they have the right to connect their accounts and share associated data with ODIA.

4.3 Google API Policy. ODIA's handling of data received through Google APIs is subject to the Google API Services User Data Policy, including its Limited Use requirements. Such data will not be used for purposes beyond delivering and improving the integration features requested by the Customer.

4.4 Third-Party Terms. Use of third-party services is subject to those services' own terms and policies. ODIA is not responsible for the availability, accuracy, or practices of third-party services.

5. AI-Powered Features

5.1 AI Processing. The Service includes AI-assisted features powered by third-party AI providers (including Anthropic, Inc.). These features may process Customer Data to enhance text, classify communications, extract structured information, and support other operational workflows.

5.2 No Training Use. Customer Data processed through AI features is not used to train third-party AI models.

5.3 Customer Responsibility. The Customer is responsible for reviewing AI-generated outputs before acting on them. ODIA does not warrant that AI-generated outputs are accurate, complete, or suitable for any particular purpose.

5.4 No Automated Decisions. ODIA does not use AI processing to make automated decisions that produce legal or similarly significant effects on users without human review.

6. Proprietary Rights

6.1 ODIA Ownership. ODIA retains all ownership of and Intellectual Property Rights in the Service, including all software, algorithms, interfaces, and documentation. These Terms do not transfer any ownership rights to the Customer.

6.2 Customer Data Ownership. The Customer retains ownership of all Customer Data. The Customer grants ODIA a limited, non-exclusive license to process Customer Data solely as necessary to provide and improve the Service.

6.3 Feedback. If the Customer provides feedback or suggestions about the Service, ODIA may use that feedback without restriction or obligation to the Customer.

7. Confidentiality

7.1 Obligations. Each Party agrees to protect the other's Confidential Information using at least the same degree of care it uses for its own confidential information, and not less than reasonable care. Each Party will use the other's Confidential Information only as permitted under this Agreement.

7.2 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly known without breach of this Agreement; (b) was rightfully known before disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, provided the receiving Party gives reasonable prior notice.

7.3 Post-Termination. Upon termination of this Agreement, each Party will return or destroy the other's Confidential Information upon request.

8. Personal Data and Privacy

8.1 Privacy Policy. ODIA's collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

8.2 Customer Responsibility. The Customer is responsible for ensuring that its collection and submission of personal data through the Service complies with applicable privacy and data protection laws, including obtaining any required consents from its end users.

8.3 Third-Party Integrations. Customers may connect third-party services (including Gmail via Google OAuth) to the Service. By connecting such services, the Customer authorizes ODIA to access and process data from those services solely to provide the features enabled by the integration. ODIA's handling of data received through Google APIs is subject to the Google API Services User Data Policy. Customers are responsible for ensuring they have the right to connect their accounts and share associated data with ODIA.

8.4 Data Processing. Where ODIA processes personal data on behalf of the Customer as a data processor, the Parties agree to execute a Data Processing Agreement if required under applicable law.

9. Data Security

9.1 ODIA Standards. ODIA implements reasonable and appropriate technical and organizational security measures to protect Customer Data against unauthorized access, loss, or destruction, including encryption in transit and at rest and access controls.

9.2 Customer Responsibilities. The Customer is responsible for maintaining the security of its account credentials and for any actions taken using its account.

9.3 Incident Notification. In the event of a confirmed data breach affecting Customer Data, ODIA will notify the Customer without undue delay and cooperate in reasonable remediation efforts.

10. Warranties

10.1 Mutual Representations. Each Party represents and warrants that: (a) it has the legal authority to enter into this Agreement; and (b) its performance under this Agreement will not violate any applicable law or third-party agreement.

10.2 ODIA Service Warranty. ODIA warrants that the Service will perform materially in accordance with the Documentation during the Term. ODIA's sole obligation for breach of this warranty is to use commercially reasonable efforts to correct the non-conformance.

10.3 Disclaimer. EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS." ODIA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ODIA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

11. Indemnification

11.1 By Customer. The Customer shall indemnify, defend, and hold harmless ODIA and its officers, directors, and employees from and against any claims, damages, or expenses (including reasonable legal fees) arising from: (a) the Customer's use of the Service in violation of these Terms; (b) Customer Data infringing any third-party rights; or (c) the Customer's breach of applicable law.

11.2 By ODIA. ODIA shall indemnify, defend, and hold harmless the Customer from and against third-party claims that the Service, as provided by ODIA, infringes any third-party Intellectual Property Right, provided ODIA is promptly notified and given control of the defense.

12. Limitation of Liability

12.1 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ODIA'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE FEES PAID BY THE CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM.

12.2 Exclusion of Consequential Damages. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 Exceptions. Nothing in these Terms limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) gross negligence or willful misconduct; or (d) any other liability that cannot be excluded by applicable law.

13. Fees and Payment

13.1 Payment Terms. Fees are due and payable as specified in the applicable Order Form. Unless otherwise stated, all fees are in USD and non-refundable.

13.2 Late Payments. Overdue amounts may accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower). ODIA reserves the right to suspend access to the Service for accounts more than 30 days past due, following reasonable notice.

13.3 Taxes. Fees are exclusive of taxes. The Customer is responsible for all applicable taxes, levies, or duties, excluding taxes based on ODIA's net income.

13.4 Fee Adjustments. ODIA may adjust Fees at renewal with at least 60 days' prior written notice.

14. Term and Termination

14.1 Term. This Agreement commences on the date the Customer first accesses the Service or executes an Order Form, and continues for the Initial Term specified in the Order Form. It will automatically renew for successive periods equal to the Initial Term unless either Party provides written notice of non-renewal at least 90 days before the end of the then-current Term.

14.2 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party: (a) materially breaches these Terms and fails to cure the breach within 30 days of written notice; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy or liquidation proceedings.

14.3 Effect of Termination. Upon termination: (a) all licenses granted under these Terms immediately terminate; (b) the Customer must cease all use of the Service; and (c) each Party will return or destroy the other's Confidential Information upon request. ODIA will make Customer Data available for export for 30 days following termination, after which it will be deleted.

14.4 Survival. Sections relating to Intellectual Property Rights, Confidentiality, Indemnification, Limitation of Liability, and General Provisions survive termination.

15. General Provisions

15.1 Force Majeure. Neither Party is liable for delays or failures in performance resulting from events beyond their reasonable control, including natural disasters, government actions, internet outages, or third-party service failures, provided the affected Party gives prompt notice and uses reasonable efforts to resume performance.

15.2 Assignment. Neither Party may assign this Agreement or any rights under it without the other's prior written consent, except that either Party may assign to an Affiliate or a successor in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations under this Agreement.

15.3 Amendments. ODIA may update these Terms from time to time. Material changes will be communicated with at least 30 days' notice. Continued use of the Service after the effective date constitutes acceptance.

15.4 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to conflict of law principles. Disputes shall be resolved in the courts of New York, and the Parties consent to the exclusive jurisdiction of those courts.

15.5 Severability. If any provision of these Terms is found to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

15.6 Waiver. Failure by either Party to enforce any provision of these Terms does not constitute a waiver of the right to enforce it in the future.

15.7 Entire Agreement. These Terms, together with all Order Forms and the Privacy Policy, constitute the entire agreement between the Parties with respect to the Service and supersede all prior agreements, representations, and understandings.

15.8 Notices. Notices under this Agreement must be in writing and delivered to ODIA Solutions Inc. through our Contact Us page.

16. Contact Us

ODIA Solutions Inc.
Contact Us