Terms of Service

1. Acceptance and Eligibility

1.1 By creating an account or using the Services, you represent that (a) you have authority to bind your organization to this Agreement, (b) your organization is a legally formed entity, and (c) you are at least 18 years of age.

1.2 If you do not agree to this Agreement, do not access or use the Services.

2. Services

2.1 Description. Wovexa provides a cloud-based accounts payable automation platform that enables organizations to upload, extract, validate, route, and approve invoice documents using artificial intelligence and configurable workflow rules.

2.2 Modifications. We may modify, update, or discontinue features of the Services at any time. We will use reasonable efforts to provide advance notice of material changes that adversely affect you.

2.3 No Professional Advice. The Services are provided for operational automation purposes only and do not constitute financial, accounting, tax, or legal advice. You are responsible for consulting qualified professionals for your financial and accounting obligations.

3. Accounts and Organizations

3.1 Account Registration. You must create an account to access the Services. You agree to provide accurate, complete registration information and to keep it current.

3.2 Organization Access. Access is organized around your Organization. You control who has access within your Organization and are responsible for all activity that occurs under your Organization’s account.

3.3 Authentication. User authentication is provided through our identity provider, Clerk. You are responsible for maintaining the confidentiality of your credentials.

3.4 Unauthorized Access. You must notify us immediately at legal@wovexa.com upon becoming aware of any unauthorized use of your account.

4. Customer Data

4.1 Ownership. You retain all right, title, and interest in and to the data, documents, and information you upload or provide through the Services, including invoice files, vendor information, and extracted financial data (“Customer Data”).

4.2 License to Wovexa. You grant Wovexa a limited, non-exclusive, worldwide license to process, store, transmit, and display Customer Data solely as necessary to provide the Services.

4.3 No Training on Customer Data. Wovexa will not use Customer Data to train, fine-tune, or improve machine learning models. Customer invoice content transmitted to third-party AI processing APIs (including OpenAI and Microsoft Azure) is processed under those providers’ API terms, which prohibit use of API inputs for model training by default.

4.4 Aggregated Data. Wovexa may generate and use aggregated, de-identified data derived from Customer Data — in a form that does not identify you or any individual — for product improvement, benchmarking, and business analytics.

4.5 Accuracy and Review. AI-extracted invoice data (including vendor names, invoice numbers, amounts, dates, and line items) is machine-generated and may contain errors. You are responsible for reviewing all extracted data and approving invoices before taking financial action. Wovexa does not warrant the accuracy of any extracted field.

4.6 Internal Controls. You must establish and maintain internal controls sufficient to detect, correct, and compensate for any errors in the Services, including extraction errors, misrouted approvals, or incorrect GL coding.

5. AI Processing

5.1 AI Features. The Services use artificial intelligence, including large language models and document intelligence APIs, to extract structured data from invoice documents.

5.2 Third-Party AI Providers. Invoice documents you upload may be transmitted to OpenAI, LLC and Microsoft Azure Cognitive Services solely for data extraction. These providers act as our subprocessors under their respective data processing agreements.

5.3 No Guarantee of Accuracy. AI extraction outputs are provided “as-is.” Human review is required before acting on any extracted data.

5.4 No Financial Advice. AI-generated outputs — including GL code suggestions, duplicate flags, and anomaly signals — are informational only and do not constitute financial, accounting, or tax advice.

6. Acceptable Use

6.1 Permitted Use. You may use the Services solely for your internal business operations to automate and manage your accounts payable workflows.

6.2 Prohibited Uses. You agree not to: (a) reverse engineer or decompile the Services; (b) access the Services for competitive purposes or to build a competing product; (c) upload content you do not have the right to process; (d) process invoices on behalf of third parties without our written consent; (e) circumvent usage limits or access controls; or (f) use the Services in violation of applicable law.

7. Fees and Payment

7.1 Subscription Fees. You agree to pay the subscription fees set forth in your order or the applicable pricing page. Fees are due net 30 from invoice date.

7.2 Payment Processing. Payments are processed through Stripe. By providing payment information, you authorize Stripe to charge your payment method.

7.3 Non-Refundable. Except as required by applicable law, all fees paid are non-refundable.

7.4 Late Payment. Overdue balances accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is less), beginning 30 days after the invoice date.

7.5 Suspension. We may suspend access 15 days after a payment becomes overdue and may terminate your account 30 days after a payment becomes overdue.

7.6 Price Changes. We may adjust subscription fees upon 60 days’ written notice, effective at your next renewal. Annual increases will not exceed the greater of CPI or 5%.

7.7 Taxes. Fees do not include applicable taxes. You are responsible for all taxes arising from your use of the Services, excluding taxes on Wovexa’s net income.

7.8 Auto-Renewal. Subscriptions renew automatically unless you provide written notice of non-renewal at least 30 days before the end of your current term.

8. Term and Termination

8.1 Term. This Agreement begins when you first access the Services and continues until terminated.

8.2 Termination by You. You may terminate this Agreement at any time by contacting us. Termination takes effect at the end of your current billing period.

8.3 Termination by Wovexa. We may terminate or suspend your access immediately if: (a) you materially breach this Agreement and fail to cure within 15 days of written notice; (b) you fail to pay fees within 30 days of the due date; (c) you create excessive legal, security, or regulatory risk; or (d) we are required to do so by law.

8.4 Effect of Termination. Upon termination, your access to the Services ceases. We will retain Customer Data for 30 days following termination, during which you may export it. After 30 days, Customer Data will be deleted or de-identified, except as required to comply with applicable law or financial recordkeeping requirements (which may require retention for up to 7 years).

8.5 Survival. Sections 4.1–4.4, 7, 9, 10, 11, 12, and 13 survive termination.

9. Confidentiality

Each party may receive confidential information of the other party (“Confidential Information”). Each party agrees to hold the other’s Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care), and to use it only as necessary to perform its obligations under this Agreement. Customer Data constitutes Customer’s Confidential Information.

Confidentiality obligations do not apply to information that: (a) becomes publicly available without breach; (b) was rightfully known to the receiving party without restriction; (c) is independently developed without use of Confidential Information; or (d) must be disclosed by law, provided the receiving party gives prompt written notice and reasonable cooperation.

10. Disclaimer of Warranties

The services are provided “as is” and “as available.” To the maximum extent permitted by applicable law, Wovexa disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

Wovexa does not warrant that: (a) the services will meet your requirements; (b) the services will be uninterrupted or error-free; (c) AI-extracted data will be accurate or complete; or (d) any defects will be corrected.

You acknowledge that AI extraction technology has inherent limitations and that human review of extracted data is essential before any financial action is taken.

11. Limitation of Liability

11.1 Exclusion of Consequential Damages. To the maximum extent permitted by applicable law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of revenue, profits, business, goodwill, data, or anticipated savings, regardless of whether such damages were foreseeable.

11.2 Aggregate Cap. Except for each party’s indemnification obligations, gross negligence or willful misconduct, or confidentiality obligations, each party’s total aggregate liability will not exceed the total fees paid by Customer in the twelve (12) months preceding the event giving rise to liability, or one hundred dollars ($100), whichever is greater.

11.3 Extraction Errors. Wovexa is not liable for financial losses caused by errors in AI-extracted invoice data where Customer failed to review such data before taking financial action.

12. Indemnification

12.1 By Customer. You agree to defend, indemnify, and hold harmless Wovexa and its officers, directors, employees, and agents from and against claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from: (a) your use of the Services in violation of this Agreement; (b) Customer Data infringing a third party’s intellectual property rights; or (c) your violation of applicable law.

12.2 By Wovexa. Wovexa will defend and indemnify Customer from claims that the Services, as provided, infringe a third party’s intellectual property rights, subject to Customer providing prompt notice, granting Wovexa control of the defense, and cooperating with Wovexa. This indemnification does not apply to claims arising from Customer’s modification of the Services or use in combination with products not provided by Wovexa.

13. General

13.1 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to conflict of law principles. Disputes not resolved informally within 30 days may be submitted to binding arbitration under the AAA Commercial Arbitration Rules in Wilmington, Delaware.

13.2 Entire Agreement. This Agreement, together with the Privacy Policy and any applicable order forms or Data Processing Addendum, constitutes the entire agreement between the parties and supersedes all prior agreements.

13.3 Amendments. We may update this Agreement by providing 30 days’ written notice. Continued use after the effective date constitutes acceptance.

13.4 Severability. If any provision is found invalid or unenforceable, it will be limited to the minimum extent necessary, and the remaining provisions will remain in full force.

13.5 Assignment. You may not assign this Agreement without our written consent. Wovexa may assign this Agreement in connection with a merger, acquisition, or sale of substantially all assets.

13.6 Notices. Legal notices to Wovexa must be sent to legal@wovexa.com. Notices to Customer will be sent to the email address on the account.

13.7 Force Majeure. Neither party is liable for delays or failures in performance resulting from causes beyond their reasonable control.