Terms of Service

These Terms of Service (the "Terms") form a binding agreement between CrownReserve Systems LLC, a Florida limited liability company (the "Company," "we," "us," or "our"), and the business entity that subscribes to or accesses the CrownReserve platform (the "Customer," "you," or "your"). By creating an account, accessing, or using the CrownReserve platform (the "Service"), you agree to these Terms. If you are entering into these Terms on behalf of a company, you represent that you have authority to bind that company. If you do not agree, do not use the Service.

PLEASE READ SECTION 14 (BINDING ARBITRATION AND CLASS ACTION WAIVER) CAREFULLY. IT REQUIRES DISPUTES TO BE RESOLVED BY INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS PROCEEDINGS, SUBJECT TO THE CARVE-OUTS STATED THERE.

1. The Service

1.1 The Service is a multi-tenant, business-to-business software platform that allows watch and jewelry dealers to manage inventory, client relationships, sales, repairs, layaways, consignments, vendors, and marketing leads. The Service is intended for business use only and is not offered to consumers for personal, family, or household purposes.

1.2 We may modify, enhance, or discontinue features of the Service from time to time. We will not make material reductions to the core functionality of a paid subscription during a paid term without reasonable notice.

2. Accounts and Authorized Users

2.1 You are responsible for all activity under your account and for maintaining the confidentiality of account credentials. You must promptly notify us of any unauthorized use.

2.2 You may permit your personnel ("Authorized Users") to access the Service. You are responsible for your Authorized Users' compliance with these Terms.

2.3 The Acceptable Use Policy, provided separately and incorporated by reference, governs permitted and prohibited uses of the Service. Your continued use constitutes acceptance of the Acceptable Use Policy.

3. Customer Data and privacy

3.1 Ownership.

As between the parties, you own the data you and your Authorized Users submit to the Service ("Customer Data"). You grant us a limited license to host, process, and transmit Customer Data solely to provide and support the Service.

3.2 Your responsibilities.

You are the controller of Customer Data. You represent that you have provided all required notices and obtained all consents necessary for us to process Customer Data on your behalf, and that your collection and use of Customer Data complies with applicable law.

3.3 Data processing terms.

Our processing of Customer Data that constitutes personal information is governed by a Data Processing Agreement, which the parties will execute and which is incorporated by reference. In the event of a conflict between these Terms and the Data Processing Agreement regarding the processing of personal information, the Data Processing Agreement controls.

3.4 Privacy Policy.

Our handling of data for which we act as a controller is described in our Privacy Policy.

4. Fees and payment

4.1 You agree to pay the fees for the subscription plan you select. Unless otherwise stated in an order, fees are billed in advance and are non-refundable except as required by law.

4.2 Fees are exclusive of taxes. You are responsible for applicable sales, use, and similar taxes, other than taxes based on our net income.

4.3 We may suspend the Service for non-payment after providing notice and a reasonable opportunity to cure.

5. Intellectual property

5.1 The Service, including all software, interfaces, designs, and documentation, and all intellectual property rights in it, are and remain the exclusive property of the Company and its licensors. These Terms grant you only a limited, non-exclusive, non-transferable, revocable right to access and use the Service during your subscription.

5.2 We may use aggregated and de-identified data derived from use of the Service to operate, improve, and secure the Service, provided such data does not identify you or any individual.

5.3 If you provide feedback or suggestions, you grant us a perpetual, royalty-free license to use them without restriction.

6. Artificial intelligence features

The Service includes a natural-language search feature that uses a third-party artificial intelligence service to interpret the search query text entered by an Authorized User. Only query text, and not stored Customer Data, is transmitted to the AI service for interpretation, as further described in our Privacy Policy. AI-assisted search results are provided to help locate information and should not be relied upon as a substitute for your own review of your records.

7. Acceptable use

Your use of the Service is subject to the Acceptable Use Policy. Prohibited conduct includes, without limitation, reverse engineering the Service, using the Service to build a competing product, scraping or automated data extraction, and circumventing usage limits, all as more fully described in the Acceptable Use Policy.

8. Third-party services

The Service relies on third-party infrastructure providers, including our database, authentication, storage, and hosting providers. Those providers are governed by their own terms, and their availability may affect the Service. We are not responsible for the acts or omissions of third-party providers beyond our reasonable control.

9. Term and termination

9.1 These Terms remain in effect while you use the Service. Either party may terminate a subscription in accordance with the applicable order. We may suspend or terminate access for material breach, including violation of the Acceptable Use Policy, or as required by law.

9.2 Upon termination, your right to access the Service ends. We will make Customer Data available for export for a limited period as described in the Data Processing Agreement, after which we may delete it in the ordinary course.

9.3 Sections relating to intellectual property, fees accrued, disclaimers, limitation of liability, indemnification, and dispute resolution survive termination.

10. Disclaimer of warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

11. Limitation of liability

11.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR REVENUES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 EXCEPT FOR YOUR PAYMENT OBLIGATIONS AND EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID BY YOU TO US IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Indemnification

You will defend, indemnify, and hold harmless the Company from claims, damages, and expenses arising from your Customer Data, your violation of these Terms or the Acceptable Use Policy, your violation of applicable law, or your infringement of third-party rights.

13. Governing law

These Terms are governed by the laws of the State of Florida, without regard to conflict-of-law principles. Subject to Section 14, the exclusive venue for any dispute permitted to be brought in court lies in the state and federal courts located in Orange County, Florida, and each party consents to personal jurisdiction there.

14. Binding arbitration and class action waiver

14.1 Agreement to arbitrate.

Except for the carve-outs in Section 14.4, any dispute, claim, or controversy arising out of or relating to these Terms or the Service, including their formation, interpretation, breach, or termination, will be resolved by final and binding arbitration rather than in court.

14.2 Rules and administrator.

The arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration will be conducted before a single arbitrator. The seat and location of the arbitration will be Orange County, Florida, unless the parties agree otherwise, and hearings may be conducted by videoconference where the arbitrator permits.

14.3 Governing arbitration law and authority.

The Federal Arbitration Act governs the interpretation and enforcement of this Section. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this arbitration agreement, except that a court of competent jurisdiction, and not the arbitrator, will decide the enforceability of the class action waiver in Section 14.5.

14.4 Carve-outs.

Notwithstanding the foregoing, either party may: (a) bring an individual action in small claims court for a dispute within that court's jurisdiction; and (b) seek injunctive or other equitable relief in a court located in Orange County, Florida to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights, confidential information, or the Acceptable Use Policy, including the prohibitions on reverse engineering and building a competing product. Seeking such relief does not waive the right to arbitrate any other claim.

14.5 Class action waiver.

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS OR PRESIDE OVER ANY FORM OF CLASS PROCEEDING. If this class action waiver is found unenforceable as to a particular claim, that claim, and only that claim, will be severed and may proceed in court.

14.6 Costs.

Each party will bear its own attorneys' fees and costs except as the arbitrator may award under applicable law. Arbitration filing and arbitrator fees will be allocated as provided under the AAA rules.

14.7 Opt-out.

You may reject this arbitration agreement by sending written notice to us within thirty days after first accepting these Terms, stating your name, account, and intent to opt out. If you opt out, the remaining Terms, including Section 13, continue to apply.

15. General

15.1 Entire agreement.

These Terms, together with the Acceptable Use Policy, Privacy Policy, Data Processing Agreement, and any orders, constitute the entire agreement between the parties and supersede prior agreements on the subject.

15.2 Assignment.

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

15.3 Severability and waiver.

If any provision is held unenforceable, the remaining provisions remain in effect. A waiver must be in writing to be effective.

15.4 Force majeure.

Neither party is liable for failure to perform due to causes beyond its reasonable control.

15.5 Notices.

Notices must be in writing and sent to the contact addresses on file. We may provide notice through the Service or by email.