1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (the "User," "you," or "your") and Improovy CO L.L.C ("Improovy," "we," "us," or "our"), a company registered in Dubai, United Arab Emirates (License #1370734, Registration #2331847).

By accessing or using the Improovy platform at improovy.com (the "Service"), you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Service.

We reserve the right to modify these Terms at any time. Changes will be effective upon posting to our website. Your continued use of the Service after such modifications constitutes acceptance of the updated Terms.

2. Description of Service

Improovy provides an AI-powered software platform that enables construction and renovation professionals to:

• Generate project estimates and proposals using AI technology
• Convert voice recordings to text in multiple languages
• Manage client information and project data
• Create, customize, and export professional proposals
• Access pricing databases for construction materials and labor

The Service is provided on a subscription basis. We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice.

3. Eligibility and Account Registration

To use the Service, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into binding contracts
• Provide accurate, current, and complete registration information
• Maintain the security of your account credentials
• Promptly update your account information if it changes

You are responsible for all activities that occur under your account. You must immediately notify us of any unauthorized use of your account or any other security breach.

5. Subscription and Payment Terms

5.1 Subscription Plans

Improovy offers subscription-based access to the Service. Current pricing and plan details are available on our website. We reserve the right to modify our pricing at any time, with advance notice to existing subscribers.

5.2 Billing and Payment

• Subscriptions are billed in advance on a monthly or annual basis
• Payment is processed through Stripe, our third-party payment processor
• You authorize us to charge your payment method for all subscription fees
• All fees are stated in UAE Dirhams (AED) unless otherwise specified
• Prices are inclusive of UAE VAT where applicable
• Failed payments may result in suspension or termination of your account

5.3 Automatic Renewal

Your subscription will automatically renew at the end of each billing period unless you cancel before the renewal date. You will be charged the then-current subscription fee for the renewal period.

5.4 Price Changes

We may change our subscription fees at any time. Price changes will apply to your next billing cycle after we provide you with at least 30 days' advance notice. If you do not agree to a price change, you may cancel your subscription before the new price takes effect.

7. User Responsibilities and Acceptable Use

7.1 Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree NOT to:

• Violate any applicable laws or regulations
• Infringe on intellectual property rights of Improovy or third parties
• Upload or transmit viruses, malware, or malicious code
• Attempt to gain unauthorized access to the Service or its systems
• Use the Service to harass, abuse, or harm others
• Reverse engineer, decompile, or disassemble any part of the Service
• Resell, redistribute, or sublicense the Service without our permission
• Use automated scripts, bots, or scrapers to access the Service
• Share your account credentials with others
• Create multiple accounts to abuse free trials or promotions

7.2 Your Content

You retain all ownership rights to the data you input into the Service (project descriptions, client information, estimates, etc.). However, you grant us a limited license to use, process, and store your data solely for the purpose of providing and improving the Service, as described in our Privacy Policy.

You are solely responsible for the accuracy, legality, and reliability of your content. You must ensure you have the necessary rights and consents to upload any content to the Service.

9. Intellectual Property Rights

9.1 Improovy's IP

The Service, including all software, algorithms, designs, text, graphics, logos, and other content (excluding your user content), is owned by Improovy and is protected by UAE and international intellectual property laws.

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your internal business purposes in accordance with these Terms.

9.2 Your Outputs

You own the estimates, proposals, and documents you create using the Service. However, the underlying software, templates, and AI models remain our property.

11. Indemnification

You agree to indemnify, defend, and hold harmless Improovy, its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from:

• Your use or misuse of the Service
• Your violation of these Terms
• Your violation of any rights of third parties
• Your content or data uploaded to the Service
• Disputes with your clients arising from estimates or proposals you created using the Service
• Any negligence, fraud, or willful misconduct on your part

12. Termination

12.1 Termination by You

You may terminate your account at any time by canceling your subscription as described in Section 6.

12.2 Termination by Improovy

We reserve the right to suspend or terminate your account immediately, without prior notice, if:

• You violate these Terms or our Privacy Policy
• Your payment fails or your account is past due
• We suspect fraudulent, abusive, or illegal activity
• We are required to do so by law or regulatory authority
• We decide to discontinue the Service (with 30 days' notice)

12.3 Effect of Termination

Upon termination:

• Your right to access and use the Service will immediately cease
• You will lose access to all data stored in the Service (we recommend exporting your data regularly)
• We may delete your account and data after 90 days (unless legally required to retain it)
• You remain liable for all outstanding fees and charges

We will make reasonable efforts to allow you to export your data before final deletion, but we are not obligated to do so if your account was terminated for violation of these Terms.

13. Third-Party Services and Links

The Service integrates with third-party services, including:

• Stripe: Payment processing (subject to Stripe's Terms of Service)
• OpenAI: AI-powered estimation and transcription services
• Other third-party providers as we may integrate from time to time

Your use of third-party services is subject to their respective terms and privacy policies. We are not responsible for the actions, content, or services of third parties.

The Service may contain links to third-party websites. We do not endorse or assume responsibility for any third-party content, products, or services.

14. Data Protection and Privacy

Your privacy is important to us. Our collection, use, and protection of your personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference.

By using the Service, you consent to our collection and use of your data as described in the Privacy Policy, including the use of aggregated, anonymized data for analytics and service improvement purposes.

15. Governing Law and Dispute Resolution

15.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the United Arab Emirates and the Emirate of Dubai, without regard to conflict of law principles.

15.2 Dispute Resolution

In the event of any dispute arising from or relating to these Terms or the Service:

• Informal Resolution: We encourage you to contact us first at davran@improovy.ae to resolve any disputes informally
• Mediation: If informal resolution fails, the parties agree to attempt mediation before pursuing litigation
• Jurisdiction: Any legal action or proceeding shall be brought exclusively in the courts of Dubai, UAE, and you consent to the personal jurisdiction of such courts

15.3 Language

These Terms are provided in English. In the event of any conflict between the English version and any translation, the English version shall prevail.

16. Miscellaneous Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Improovy regarding the Service and supersede all prior agreements and understandings.

16.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

16.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

16.4 Assignment

You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms to any affiliate or successor entity.

16.5 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, network infrastructure failures, or strikes.

16.6 Survival

Provisions that by their nature should survive termination (including ownership, warranty disclaimers, indemnification, and limitations of liability) shall survive the termination of these Terms.