Terms of Service

1. Agreement

These Terms of Service (the "Terms") form an agreement in electronic form between Voptia, Inc. ("Voptia," "we," or "us") and the organization that accesses or uses Voptia Engine (the "Customer" or "you"). By accessing or using the service, you agree to be bound by these Terms, and you represent that you are authorized to accept them on behalf of your organization.

Where a signed order form, master services agreement, or data processing agreement between the parties addresses the same subject matter, that document controls and these Terms fill the gaps.

2. Service scope

Voptia Engine is visit scheduling and route optimization software, delivered as a hosted application and API for dispatch planning. Outputs are decision-support recommendations and do not replace operational judgment.

Features that check adjuster licensing, meal and rest break rules, appointment windows, or similar constraints are planning aids based on the data you provide and on rule sets Voptia maintains on a commercially reasonable basis. They are not legal advice, and the Customer remains responsible for compliance with all laws and regulations governing its operations.

3. Eligibility and accounts

You must be of legal age and capacity to enter into a binding contract. You agree to provide accurate, current, and complete registration information and to keep it up to date. If information you provide is inaccurate or we reasonably suspect it is, we may suspend or close the account.

You are responsible for safeguarding account credentials, for limiting access to authorized users, and for all activity occurring under your account. Notify us promptly at sales@voptia.com of any unauthorized use or suspected breach of security.

4. Pilots and trials

Voptia may provide a simulated day, pilot, trial, or other evaluation access at no charge. Free access is provided as is, carries no availability or support commitment, and may be changed, limited, or ended by Voptia at any time at its discretion.

Data you submit during a pilot is treated under section 8 on the same terms as data submitted under a paid subscription.

5. Fees and billing

Subscription fees are charged per adjuster, per month, at the rates published at voptia.com/#pricing or as set out in your order form. There is no platform fee, no seat minimum, no annual commitment, and no setup fee. The first month is prepaid. After that, each month is billed in arrears based on the number of adjusters actually optimized during that month.

Fees are exclusive of taxes, which are your responsibility except for taxes on Voptia's income. Published rates may change, and a change takes effect at the start of the next billing period after we notify you. Invoices are due on receipt unless your order form says otherwise, and we may suspend the service if an invoice is more than 30 days past due. Except where required by law or agreed by Voptia in writing, fees already paid are non-refundable.

6. Term and termination

Paid subscriptions run month to month and renew automatically until cancelled. You may cancel at any time, effective at the end of the current billing period, by writing to sales@voptia.com. Cancellation does not relieve you of charges already incurred, including usage in the current period.

Either party may terminate for material breach that remains uncured 30 days after written notice. Voptia may suspend or terminate immediately for non-payment beyond 30 days, for use that violates section 9, or if a party ceases business operations or becomes subject to insolvency proceedings. Free and pilot access may be ended at any time without cause.

7. Effect of termination

On termination, your access to the service ends and any fees owed for service provided before the effective date remain payable. For 30 days after termination, Voptia will reasonably assist you in exporting your Customer Data on request. After that period, Customer Data is deleted from active systems and expires from routine backups on Voptia's normal backup cycle.

Sections that by their nature should continue, including sections 8, 10, 13, 14, 15, 16, and 18, survive termination.

8. Customer data and ownership

"Customer Data" means the claim records, adjuster rosters, schedules, and other data you submit to the service, together with the route outputs generated from it. As between the parties, you retain all right, title, and interest in Customer Data. Voptia claims no ownership of it.

You grant Voptia a limited license to host, process, and transmit Customer Data solely to provide, secure, maintain, and support the service, and to prevent fraud or abuse. You represent that you have the lawful authority to provide Customer Data to Voptia for those purposes. Voptia may use aggregated and de-identified data that does not identify you, your personnel, or any individual to operate and improve the service. Personal information is handled as described in our Privacy Policy and any applicable data processing agreement.

9. Acceptable use

You agree not to:

• use the service for unlawful operations or in violation of any applicable law or regulation;
• reverse engineer, decompile, or otherwise attempt to derive the optimization logic, models, or source code, or access the service in order to build a competing or substantially similar product;
• resell, sublicense, or otherwise make the service available to third parties, or process third-party data in a service bureau capacity, except as permitted by your order form;
• attempt unauthorized access to systems or data, probe or scan the service for vulnerabilities, or circumvent rate limits or other usage controls;
• upload malware or any code intended to disrupt or damage the service; or
• interfere with the service, its infrastructure, or other customers' use of it.

Voptia may suspend access if it reasonably believes your use violates this section, applicable law, or the rights of others, and will restore access once the issue is resolved.

10. Intellectual property and feedback

Voptia owns all right, title, and interest in the service, including the optimization logic, models, software, documentation, and any improvements or derivative works, and all intellectual property rights in them. Customer Data is excluded from this section and remains yours under section 8. Subject to these Terms, Voptia grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the service for your internal business operations during the term.

If you choose to send us suggestions or feedback about the service, Voptia may use it without restriction or obligation to you. Feedback is given voluntarily and you are not required to provide it.

11. Third-party services

The service may connect to or depend on third-party services, including claims management systems, mapping, routing, and traffic data providers. Your use of a third-party service is governed by that provider's own terms, and you are responsible for any credentials or authorizations you supply. Voptia does not control third-party services and is not responsible for their availability, accuracy, or changes to them.

12. Availability, maintenance, and support

Voptia will use commercially reasonable efforts to keep the service available. Planned maintenance may affect access and is announced in advance where practicable. Specific availability targets and support commitments, where offered, are defined in your order form or service level agreement.

You acknowledge that the service may be unavailable from time to time due to maintenance, network or telecommunications failures, hostile network activity, failures of third-party providers, or other causes beyond Voptia's reasonable control. Voptia is not liable for losses arising from such unavailability.

13. Confidentiality

Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential. The receiving party will use it only to perform under these Terms and will protect it with at least the same care it uses for its own confidential information, and no less than reasonable care.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it without a duty of confidence, is independently developed without use of the disclosing party's information, or is lawfully received from a third party. If disclosure is required by law or legal process, the receiving party will give prompt notice where legally permitted so the disclosing party can seek protection.

14. Disclaimer of warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, VOPTIA AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. VOPTIA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT IT WILL MEET YOUR REQUIREMENTS. VOPTIA DOES NOT GUARANTEE ANY PARTICULAR LEVEL OF COST SAVINGS, DRIVE TIME, ON-TIME ARRIVAL, CLAIM THROUGHPUT, OR REGULATORY COMPLIANCE OUTCOME. USE OF THE SERVICE IS AT YOUR SOLE RISK.

15. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS IS LIMITED TO THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO VOPTIA FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limits do not apply to amounts owed under section 5, to a party's indemnification obligations under section 16, or to liability that cannot be limited under applicable law.

16. Indemnification

You will defend Voptia and its officers, employees, and agents against third-party claims arising from Customer Data, your use of the service, your breach of these Terms, or your violation of the rights of a third party, and will pay damages and reasonable attorneys' fees finally awarded or agreed in settlement.

Voptia will defend you against third-party claims alleging that the service, as provided by Voptia and used in accordance with these Terms, infringes a patent, copyright, or trade secret, and will pay damages and reasonable attorneys' fees finally awarded or agreed in settlement. This obligation does not apply to claims arising from Customer Data, from use of the service in combination with products Voptia did not supply, or from modifications not made by Voptia. In each case, the indemnified party must give prompt notice, allow the indemnifying party to control the defense, and provide reasonable cooperation.

17. Changes to these Terms

Voptia may update these Terms from time to time. For material changes we will provide notice by email or by posting on this site, and we will update the effective date above. Changes take effect on the stated effective date, and continued use of the service after that date constitutes acceptance. If you do not agree to a change, you may cancel your subscription before the change takes effect under section 6.

18. General

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation, including non-contractual disputes or claims, are governed by the laws of the State of Delaware, United States, without regard to conflict-of-laws principles. The state and federal courts located in the State of Delaware have exclusive jurisdiction over any such dispute or claim, and each party consents to personal jurisdiction and venue in those courts.

Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, storms, floods, fires, civil unrest, acts of war, cloud provider failures, and power or network outages, except for payment obligations. You may not assign these Terms without Voptia's prior written consent. Voptia may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets.

If any provision is held unenforceable, it is modified to the minimum extent necessary and the remaining provisions stay in effect. A party's failure to enforce a right is not a waiver of it. These Terms, together with any order form, data processing agreement, and the Privacy Policy, are the entire agreement between the parties on this subject and supersede prior discussions. The parties are independent contractors, and nothing here creates a partnership, agency, or employment relationship. You agree that Voptia may provide notices to you by email or by posting them on this site, and such notices are effective when sent or posted.

19. Contact

Questions about these Terms, including legal and contract inquiries, can be sent to sales@voptia.com or mailed to the address below.

Voptia, Inc.
10900 Research Blvd, Ste 160C #2901
Austin, TX 78759, United States