Terms of Service

You may use the Platform only if you (a) are at least 18 years old and of legal age to form a binding contract; (b) are not barred from using the Platform under the laws of the United States or your jurisdiction; (c) are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions (including Cuba, Iran, North Korea, Syria, the Crimea, Donetsk, Luhansk, and Zaporizhzhia regions, and any other jurisdiction designated by OFAC); and (d) are not listed on any U.S. government list of prohibited or restricted parties.

If you are using the Platform on behalf of an organization, you represent that you have authority to bind that organization to these Terms, and "you" refers to that organization.

To access most features, you must register an account and provide accurate, current, and complete information. You are solely responsible for:

• Maintaining the confidentiality of your login credentials;
• All activity that occurs under your account, whether or not authorized by you;
• Promptly notifying us at [email protected] of any suspected unauthorized access.

We may refuse, suspend, or terminate any account at our sole discretion. You may not share, sell, transfer, or sublicense your account.

The Platform supports two user roles:

• Professionals ("Pros") are independent businesses or individuals who use Calavai to publish service listings, manage availability, and accept bookings and payments from their own clients.
• Clients are individuals or organizations who use the Platform to discover and book services offered by Pros.

Calavai is a technology platform and booking facilitator only. Calavai is not a party to any transaction, service agreement, or relationship between a Pro and a Client. Calavai does not employ, supervise, endorse, direct, control, or guarantee any Pro or the services they provide.

Each Pro independently sets, and is solely responsible for: their service offerings, descriptions, prices, durations, taxes, terms of service, refund and cancellation policies, intake forms, deliverables, and any client agreements. By booking a service, a Client contracts directly with the Pro on the Pro's terms.

Pros are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, employment, or franchise relationship between Calavai and any user.

All payments on the Platform are processed by Stripe, Inc.and its affiliates ("Stripe") under the Stripe Services Agreement and Stripe Connected Account Agreement, which Pros must accept to receive payouts. By using the Platform's payment features, you agree to be bound by Stripe's applicable terms and privacy policy.

The Pro is the merchant of recordfor every transaction. Calavai does not hold, custody, transmit, disburse, or take title to funds. Funds flow directly from the Client through Stripe to the Pro's connected Stripe account, less Stripe processing fees and the Calavai platform fee.

Platform fee. Calavai charges a platform fee disclosed in your dashboard and at checkout (currently 5% of the gross booking amount, plus applicable per-transaction fixed amounts; subject to change with notice). The fee is collected by Stripe on our behalf at the time of each transaction and deducted before payout. By using the Platform, Pros irrevocably authorize Calavai and Stripe to deduct the platform fee from each payment.

Chargebacks, disputes, and refunds. Chargebacks, ACH reversals, payment-method disputes, fraud losses, and refunds are the sole responsibility of the Pro. The Pro bears 100% of the chargeback amount, any Stripe dispute fees, and any related losses. Calavai may offset such amounts against current or future payouts and may, at our discretion, recover unpaid amounts by any lawful means, including by charging a payment method on file. Calavai is not obligated to mediate any dispute or to refund any platform fee.

Chargeback threshold.If a Pro's chargeback rate exceeds 1% of monthly transaction volume, or dispute rate exceeds 0.75%, Calavai may immediately suspend the account, withhold payouts pending investigation, and terminate the account without notice or refund.

No Calavai-issued refunds.Calavai itself does not issue refunds to Clients under any circumstance. Refund requests are governed solely by the Pro's published refund and cancellation policy and must be directed to the Pro.

Reserve and offset rights. Calavai may withhold, delay, or reverse payouts and place reserves on any Pro account where we reasonably suspect fraud, chargeback risk, regulatory inquiry, or breach of these Terms.

Taxes.Pros are solely responsible for determining, collecting, remitting, and reporting all taxes (including income, sales, use, VAT, GST, and self-employment taxes) arising from their services. Calavai does not provide tax advice, does not withhold taxes, and does not issue tax forms to Clients on a Pro's behalf.

Each Pro publishes a refund and cancellation policy on their profile. That policy governs the booking. Clients should review the Pro's policy before booking. Calavai is not a party to that policy and has no obligation to enforce it, mediate disputes about it, or issue refunds. Calavai will not investigate, mediate, or intervene in disputes between Pros and Clients.

Platform fees paid to Calavai are non-refundable except where required by law.

You agree not to, and not to permit any third party to, do any of the following on or through the Platform:

• Violate any law, regulation, or third-party right;
• Offer, advertise, sell, or facilitate adult content, sexual services, escort services, or any sexually explicit material;
• Offer, sell, or facilitate firearms, ammunition, weapons, explosives, controlled substances, illegal drugs, drug paraphernalia, tobacco, vaping products, or cannabis (regardless of local legality);
• Operate or promote multi-level marketing, pyramid schemes, "get rich quick" programs, gambling, lotteries, debt collection, or unregistered investment offerings;
• Provide regulated professional services (medical, legal, financial, psychological, therapeutic, or other licensed services) without holding every license, registration, and authorization required by law;
• Offer or promote psychic, occult, faith healing, or similar services;
• Offer cryptocurrency investment advice or facilitate unregistered token sales;
• Offer services to minors (under 18) without verified parental or guardian consent;
• Harass, abuse, threaten, defame, stalk, or harm any person;
• Post false, deceptive, misleading, or fraudulent listings, reviews, credentials, guarantees of outcome, or content;
• Circumvent the Platform's payment system or solicit users to transact off-platform to avoid fees;
• Reverse engineer, decompile, disassemble, scrape, crawl, harvest, mirror, frame, or otherwise extract data from the Platform, except as expressly permitted by us in writing;
• Use the Platform or any data obtained from it to train, fine-tune, evaluate, or develop any artificial intelligence, machine learning, large language model, or competing service, without our prior written consent;
• Introduce malware, viruses, worms, trojans, or other harmful code;
• Probe, scan, or test the vulnerability of the Platform; circumvent any access controls or rate limits;
• Impersonate any person or misrepresent your affiliation with any person or entity;
• Send unsolicited commercial communications (spam) through the Platform;
• Use the Platform to compete with, replicate, or build a competing service.

Anti-circumvention. If a Pro accepts payment for a booking outside the Platform with a Client introduced through the Platform during the 12 months following that introduction, the Pro shall pay Calavai liquidated damages equal to 12× the platform fee that would have been collected, payable on demand. The parties agree this is a reasonable estimate of damages, not a penalty.

Violation of this Section permits immediate suspension or termination without notice or refund, and may result in legal action.

Pros, in addition to their other obligations under these Terms, are solely responsible for:

• Obtaining and maintaining all licenses, permits, certifications, and registrations required to provide their services;
• Carrying appropriate professional liability, errors and omissions, malpractice, or general liability insurance;
• Complying with all federal, state, local, and international laws and professional rules of conduct applicable to their services;
• Disclosing accurate qualifications, credentials, fees, and policies;
• Providing services with professional skill and care;
• Resolving disputes with their Clients;
• Reporting and remitting all taxes;
• Providing Calavai or Stripe with valid tax documentation (W-9, W-8BEN, or equivalent) when requested;
• Maintaining the confidentiality, privacy, and security of any Client information they receive, including compliance with HIPAA, GLBA, COPPA, GDPR, CCPA, and any other applicable privacy laws to the extent they apply to the Pro's activities.

Calavai does not vet, verify, endorse, certify, or guarantee any Pro's identity, credentials, qualifications, background, work history, insurance, or services. Clients deal with Pros at their own risk.

Our IP.The Platform, including all software, code, content, design, graphics, logos, trademarks, trade dress, the name "Calavai," and the look and feel, is owned by Calavai or its licensors and is protected by U.S. and international intellectual property laws. We grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform in accordance with these Terms. All rights not expressly granted are reserved.

Your content.You retain ownership of content you submit to the Platform (profile copy, photos, service descriptions, messages, and similar) ("User Content"). You grant Calavai a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to host, store, reproduce, modify (for formatting), publish, transmit, display, and distribute your User Content solely to operate, develop, market, and improve the Platform. You represent and warrant that you own or have all necessary rights to your User Content and that it does not infringe any third-party right.

Feedback. Any feedback, suggestions, or ideas you provide to us are non-confidential and may be used by us for any purpose without compensation.

DMCA. Calavai complies with the Digital Millennium Copyright Act, 17 U.S.C. § 512. To report alleged copyright infringement, send a written notice complying with 17 U.S.C. § 512(c)(3) to our Designated Agent registered with the U.S. Copyright Office (see /dmca for the full procedure, required elements, and counter-notice rights). Email submissions accepted at [email protected]. Notices missing any required §512(c)(3) element may be disregarded.

Repeat-infringer policy. In accordance with 17 U.S.C. § 512(i), Calavai maintains a policy of terminating, in appropriate circumstances, accounts of users who are repeat infringers. Three (3) valid §512(c)(3) takedown notices upheld against the same account within any rolling 12-month period will result in termination of that account. A submitted counter-notice that is not contested in court within the §512(g) window restores the content but does not erase the strike. Accounts terminated for repeat infringement are not eligible for reinstatement.

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. To the maximum extent permitted by law, Calavai disclaims all warranties, express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, quiet enjoyment, and any warranties arising from course of dealing or trade usage.

We make no warranty and disclaim all liability that: the Platform will meet your requirements; will be available on an uninterrupted, secure, timely, or error-free basis; that defects will be corrected; that any results, bookings, revenue, traffic, conversions, or income will be achieved; that any third-party service (Stripe, Google, calendar providers, email providers, hosting, payment networks) will function continuously; or that any content or Pro is accurate, qualified, lawful, or trustworthy.

No SLA. Calavai does not commit to any service-level agreement, uptime guarantee, or response-time guarantee. Beta or experimental features are provided without any warranty.

You assume all risk for your interactions with other users.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) Calavai and its affiliates, owners, members, managers, directors, officers, employees, contractors, agents, and licensors (collectively, the "Calavai Parties") will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, data, opportunity, or anticipated savings, however caused, whether in contract, tort (including negligence), strict liability, or otherwise, and whether or not the Calavai Parties have been advised of the possibility of such damages.

(b) The total aggregate liability of the Calavai Parties for any and all claims arising out of or relating to these Terms, the Platform, or your use of the Platform, regardless of the form of action, will not exceed the lesser of (i) one hundred U.S. dollars (US $100), or (ii) the total fees actually paid by you to Calavai in the twelve (12) months immediately preceding the event giving rise to the claim.

(c) The foregoing limitations apply even if any remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions, the Calavai Parties' liability is limited to the smallest extent permitted by law.

(d) You agree that the Calavai Parties are not liable for any act, omission, advice, malpractice, negligence, fraud, or other conduct of any Pro, Client, payment processor, or other third party.

You will defend, indemnify, and hold harmless the Calavai Parties from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, damages, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of or access to the Platform;
• Your User Content;
• The services you offer or receive through the Platform;
• Your interactions or disputes with any Pro, Client, or other third party;
• Your breach of these Terms or any representation or warranty;
• Your violation of any law or third-party right (including IP, privacy, publicity, tax, employment, or licensure rules);
• Any tax, regulatory, or licensing obligation related to your activities.

We may, at our option, assume the exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate.

We may suspend, restrict, or terminate your access to the Platform or any portion of it at any time, for any reason or no reason, with or without notice, and without liability, including if we believe you have violated these Terms, the Acceptable Use policy, or applicable law; pose a risk of fraud, chargebacks, legal liability, or reputational harm; or fail to pay amounts owed.

You may terminate by closing your account at any time. No refunds will be issued for subscription fees, unused account credit, or platform fees upon termination.

Upon termination: (a) your right to use the Platform ceases immediately; (b) outstanding obligations, payouts in dispute, or unpaid amounts survive; (c) we may retain and use data as permitted by our Privacy Policy and applicable law; and (d) all provisions that by their nature should survive will survive, including Sections 4, 6, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, and 18.

We may add, remove, modify, suspend, or discontinue any feature of the Platform at any time, without liability. Prices, fees, and plan terms may change with notice.

We may amend these Terms at any time by posting the updated Terms on the Platform and updating the "Last updated" date. Material changes will be communicated by email or in-app notice where reasonably practicable. Your continued use of the Platform after the effective date constitutes your acceptance of the updated Terms. If you do not accept the changes, your sole remedy is to stop using the Platform and close your account.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

14.1 Governing law. These Terms and any dispute arising out of or relating to them or the Platform are governed by the laws of the State of Texas and applicable U.S. federal law, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 Informal resolution. Before commencing arbitration, you and Calavai agree to attempt to resolve any dispute informally for at least thirty (30) days. To initiate informal resolution, send a written notice describing the dispute and the relief sought to [email protected]. The 30-day period begins on receipt.

14.3 Binding individual arbitration. Except for the carve-outs in Section 14.5, any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or your relationship with Calavai — including their existence, validity, interpretation, performance, breach, or termination, and including non-contractual claims — will be resolved exclusively by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (or Commercial Arbitration Rules if you are using the Platform on behalf of a business), available at www.adr.org. The arbitration will be conducted in English by a single arbitrator. The seat and venue of arbitration is Austin, Travis County, Texas, although you may elect to participate by telephone or video if you are a consumer. The arbitrator's award is final and binding and may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this Section.

14.4 Class action waiver; no consolidation. You and Calavai each waive the right to a trial by jury and the right to participate in any class, collective, mass, consolidated, representative, or private attorney general action. Claims of more than one user cannot be arbitrated or litigated jointly or consolidated with those of any other user. The arbitrator may award relief only on an individual basis. If a court decides that this class action waiver is unenforceable as to any claim, that claim (and only that claim) shall be severed and brought in court; all other claims remain in arbitration.

14.5 Carve-outs. Either party may (a) bring an individual action in small claims court in Travis County, Texas if the claim qualifies; or (b) seek injunctive or other equitable relief in a state or federal court located in Travis County, Texas to prevent infringement, misappropriation, or violation of intellectual property or confidential information. For all other matters, the parties consent to the exclusive personal jurisdiction and venue of those courts.

14.6 Opt-out. You may opt out of the arbitration agreement and class action waiver by sending a written notice to [email protected] within thirty (30) days of first accepting these Terms, stating your name, account email, and an unambiguous statement that you decline arbitration. Opting out does not affect any other provision of these Terms.

14.7 Mass arbitration.If twenty-five (25) or more similar claims are filed against Calavai by or with the assistance of the same counsel or coordinated counsel, all such claims will be treated as a "mass filing" and resolved in sequential batches of fifty (50) claims, with subsequent batches stayed until prior batches are concluded. Statutes of limitation are tolled for stayed claims. This batching procedure is essential to the parties' agreement to arbitrate; if it is held unenforceable, then the entire arbitration agreement is null and the parties consent to exclusive jurisdiction in Travis County, Texas courts.

14.8 Costs.Each party bears its own attorneys' fees and costs, except as the arbitrator may award under applicable law. AAA filing fees will be allocated as provided by the applicable AAA rules.

We will not be liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, natural disaster, fire, flood, epidemic, pandemic, war, terrorism, civil unrest, labor action, government order, sanctions, embargo, internet or telecommunications outage, power failure, cyberattack, or third-party service failure (including Stripe, Google, hosting, email, or DNS providers).

Notices to you may be given by email to the address associated with your account, by in-app message, or by posting on the Platform; you are deemed to have received them when sent. Notices to Calavai must be sent by email to [email protected] with a copy to [email protected]. We do not accept legal process by social media, chat, or postal mail unless required by law.

Calavai is operated by DGD OPCO LLC, a Texas limited liability company, registered at 5900 Balcones Drive #29311, Austin, TX 78731.

Entire agreement. These Terms, the Privacy Policy, and any agreements expressly incorporated by reference are the entire agreement between you and Calavai regarding the Platform and supersede all prior agreements on the subject.

Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions will remain in effect.

No waiver. Our failure to enforce any provision is not a waiver.

Assignment. You may not assign these Terms without our prior written consent; any attempted assignment is void. We may assign these Terms freely, including in connection with a merger, acquisition, financing, or sale of assets.

No third-party beneficiaries. Except for the Calavai Parties (who are intended third-party beneficiaries of Sections 9, 10, and 11), these Terms do not confer any rights on any third party.

Headings. Headings are for convenience only.

Interpretation."Including" means "including without limitation." Ambiguities will not be construed against the drafter.

Export controls. You will comply with all U.S. and other applicable export and sanctions laws.

U.S. government users.The Platform is "commercial computer software" under FAR 12.212 / DFARS 227.7202; government use is subject to these Terms.

Contact. General: [email protected]. Legal notices: [email protected]. Privacy: [email protected].