These Terms of Service (“Terms”) are an agreement between Odexy LLC, a company organized under the laws of the State of New York, United States (“we”, “us”, “our”), and the organization that creates or uses a workspace in Odexy (“Customer”, “you”). They govern your use of Odexy and every related website, application, API and integration (together, the “Service”).
We have tried to write these Terms in plain language. Where a heading summarizes a section, the text of the section is what applies.
1. Accepting these Terms
1.1. You accept these Terms by creating a workspace, by clicking to accept them, or by using the Service. If you accept on behalf of an organization, you confirm that you have authority to bind it; “you” then means that organization.
1.2. The Service is for business use. You must be at least 18 years old and use the Service for the purposes of a business, profession, non-profit or public body. If you are nonetheless a consumer under the law of your country, section 17 applies.
1.3. If you have signed an order form or master agreement with us (for example, for an Enterprise plan), that document prevails over these Terms where they conflict. Our Data Processing Agreement prevails over these Terms on the processing of personal data.
2. Definitions
- Workspace: the organization account you create in the Service, together with its data and settings.
- Users: the people you allow to access your Workspace, such as employees, contractors, clients or candidates.
- Customer Data: all data that you or your Users put into the Service, or that the Service collects on your instructions — for example records, files, emails, messages, forms and signatures.
- AI Features: features of the Service that use machine-learning models, including the AI assistant.
- Plan: the subscription tier you choose, described on our pricing page.
3. Your account and Users
3.1. You are responsible for your Users’ use of the Service and for their compliance with these Terms. Workspace owners and admins control who has access and what each person can do.
3.2. Keep sign-in credentials confidential, use the security features the Service offers (such as two-factor authentication) where appropriate, and tell us promptly at support@odexy.app if you suspect unauthorized access.
3.3. You must give accurate information when you register and keep your billing and contact details current.
4. The Service
4.1. What it is. Odexy is a business operating system that brings together modules such as projects, chat, email, files, CRM, HR, payroll, recruitment, sales, contracts, forms, support and an AI assistant. The modules and limits available to you depend on your Plan.
4.2. Free plan, trials and early features. The Free plan, trials, and features we label as beta, preview or early access are provided “as is”. Their limits may change, and early features may change or be withdrawn. Sections 13 and 14 apply to them with particular force.
4.3. Changes to the Service. We improve the Service continuously. We may change or remove features, but we will not materially reduce the core functionality of a paid Plan during the period you have paid for without telling you in advance.
4.4. Availability. We work to keep the Service available and publish its status on our status page. Unless you have a signed agreement that includes a service-level commitment, we do not guarantee any particular level of uptime and no service credits apply.
5. Your data
5.1. You own Customer Data. We claim no ownership of it.
5.2. Our permission to use it. You grant us a worldwide, non-exclusive licence to host, copy, process, transmit and display Customer Data only as needed to provide, secure and support the Service for you, to comply with law, and as described in these Terms, our Privacy Policy and our Data Processing Agreement. We do not sell Customer Data. We do not use Customer Data to train machine-learning models.
5.3. Roles. For personal data within Customer Data, you are the controller (or the business) and we are your processor (or service provider), acting on your instructions. For the personal data we collect to run our relationship with you — accounts, billing, support and security — we are the controller, as described in our Privacy Policy.
5.4. Your responsibilities for Customer Data. You are responsible for:
- having a lawful basis, and any consent or authorization required, to put personal data into the Service — including special categories of data such as health information, ethnicity, religion, disability, sexual orientation, government identifiers and bank details, which the HR, payroll and recruitment modules can hold;
- giving the people whose data you process (such as employees, candidates, clients and form respondents) any notices the law requires, and handling their requests with our assistance;
- the accuracy of Customer Data and the lawfulness of what you do with it, including emails and messages you send through the Service;
- keeping your own copies of Customer Data you cannot afford to lose. We back up our systems to recover from failures, not to provide you with an archive.
5.5. Usage information. We may use information about how the Service is used — such as counts of actions, feature adoption, errors and resource consumption — to operate, secure and improve the Service, provided it does not identify you, your Users or the content of Customer Data to anyone outside Odexy LLC.
5.6. Getting your data out. While your Workspace exists — including after a subscription ends, when the Workspace becomes read-only — you can export Customer Data using the export features of each module, and we will help with a reasonable request for your data in a commonly used, machine-readable format.
6. AI Features
6.1. How they work. The AI assistant acts through the same actions as the rest of the Service and only within the permissions of the User who asks it. Actions we classify as dangerous or irreversible cannot be performed by the assistant; a person must perform them.
6.2. Model providers. To produce a response we send the relevant content — the request, the context needed to answer it, and records the assistant reads — to the AI model provider selected for that task, listed on our sub-processors page. If you connect your own AI provider account, that provider processes the content under your agreement with it.
6.3. Outputs can be wrong. AI output may be inaccurate, incomplete or inappropriate. You are responsible for reviewing output before relying on it, and for the decisions you make with it.
6.4. Decisions about people. Features such as candidate fit scores, CV parsing and summaries are advisory. You must not use AI Features as the sole basis for a decision that produces legal or similarly significant effects for a person — including hiring, rejecting a candidate, setting pay, promotion, discipline or dismissal — without meaningful human review. Where a law requires a bias audit, a notice to candidates or workers, or an alternative process before automated tools are used in employment decisions, meeting that requirement is your responsibility.
6.5. Usage limits. AI Features consume credits or allowances set by your Plan. When they run out, AI Features pause until they renew or you add more; we do not charge overage fees without your agreement.
6.6. You own your outputs to the extent any rights in them exist, subject to these Terms.
7. Acceptable use
You must not, and must not allow anyone to, use the Service to:
- break any law or regulation, or infringe anyone’s rights, including privacy, intellectual property and anti-discrimination law;
- send spam or unsolicited commercial messages, or messages that break email, messaging or consumer-protection laws;
- upload malware, or attempt to access another Workspace, another customer’s data or any system without authorization;
- probe, scan or test the security of the Service, except as permitted by our security disclosure policy;
- interfere with, overload or disrupt the Service, or circumvent usage limits, rate limits or security controls;
- copy, resell or build a competing service from the Service, or reverse engineer it except where the law allows;
- use AI Features to infer a person’s emotions in a workplace or educational setting, to create deceptive content presented as genuine without labelling it, or in any use prohibited by applicable AI law;
- make decisions about people in breach of section 6.4;
- provide the Service to, or use it for the benefit of, any person or place subject to sanctions (see section 20).
We may remove content or suspend access that breaches this section, as described in section 10.
8. Third-party services
The Service connects to services you choose, such as Google or Microsoft accounts, mailbox providers, sign-in providers and payment gateways. Your use of those services is governed by their own terms, and they are responsible for their services. When you connect one, you authorize us to exchange data with it on your behalf.
9. Fees and billing
9.1. Prices. Plan prices, limits and add-ons are shown on our pricing page and at checkout. Prices exclude taxes such as VAT, GST or sales tax, which are added where they apply. You are responsible for taxes on your purchase, other than taxes on our income.
9.2. Payment. Payments are processed by our payment providers, listed on our sub-processors page. We do not store full card numbers.
9.3. Trials. A paid Plan may start with a free trial. A free trial is offered a limited number of times per person — normally once. If you have already had a free trial on a Workspace you own, a paid Plan you choose for another Workspace starts without one: the sign-up page says so before you pay, and you are charged when you subscribe. Unless you cancel before the trial ends, your subscription continues on the Plan and billing period you chose, and you are charged when the trial ends. If a trial ends without a payment method or a subscription, the Workspace becomes read-only.
9.4. Automatic renewal. Subscriptions renew automatically at the end of each billing period (monthly or annual) for the same period, at the then-current price, until you cancel. You can cancel at any time in your Workspace’s billing settings.
9.5. Price changes. We will give you at least 30 days’ notice of a price increase. It applies from your next renewal, and you may cancel before then.
9.6. Changing plans. Upgrades, downgrades and add-on changes take effect immediately, and the difference is prorated to the day. A downgrade that would put you over the new Plan’s limits may be refused until you reduce your usage.
9.7. Cancelling. Cancellation takes effect at the end of the current billing period, and you keep access until then. After that, the Workspace becomes read-only: you and your Users can still view and export Customer Data, but not create or change it.
9.8. Late payment. If a payment fails, your Workspace’s features drop to those of the Free plan until payment succeeds. If payment is still outstanding 14 days after it failed, the subscription is cancelled and the Workspace becomes read-only.
9.9. Credits and add-ons. Purchased AI credit packs do not expire. Recurring add-ons end when your subscription ends. Credits you have used are not refundable, because the work they paid for has been done.
9.10. Lifetime plans. Some Plans are paid for once instead of by subscription (lifetime plans). A lifetime plan is available only through an offer, and while the offer lasts. If you buy one:
- “Lifetime” means for as long as we provide the Service. It does not mean the lifetime of a person or of a business.
- It never renews, and you are not charged for it again. Sections 9.3 (trials), 9.4 (automatic renewal), 9.5 (price changes) and 9.7 (cancelling) apply to subscriptions only. Add-ons you buy are charged as shown when you buy them. Monthly add-ons are a subscription of their own: they renew each month at the then-current price until you remove them, and sections 9.4, 9.5 and 9.6 apply to them. If their payment fails and is not made, the add-ons end; the lifetime plan itself is not affected.
- Its included allowances (Users, storage, AI credits each month and AI actions each day) are the ones shown for the Plan when you buy it. Monthly and daily allowances reset each period and do not carry over. We never reduce the included allowances of a lifetime plan you hold.
- It covers one Workspace. It cannot be resold or transferred, except together with the sale of the business that owns the Workspace.
- You may move the Workspace to a subscription Plan at any time. While the subscription runs it replaces the lifetime plan, and the one-time payment is not refunded or credited against it. When the subscription ends — because you cancel it, its trial ends, or it goes unpaid — the Workspace returns to the lifetime plan.
- If we stop providing the Service, we will give you at least 90 days’ notice, and you can export your Customer Data during that time.
- Except where the law requires otherwise (see section 17) and apart from the money-back guarantee in section 9.11, the payment for a lifetime plan is non-refundable.
9.11. Money-back guarantee. If Odexy is not right for you, a Workspace owner or admin can ask for a refund within 30 days of your Workspace’s first payment, and we will refund that first payment in full — monthly, annual, or the one-time payment for a lifetime plan — to the original payment method. You do not have to give a reason. The guarantee:
- applies once per organization, to the first payment only, not to renewals;
- also refunds AI credit packs you bought and never used, at the price you paid for them. Credits you have already used are not refunded, and free monthly allowance credits are not refunded because nothing was paid for them;
- does not apply to Enterprise or custom agreements, which follow their own contract;
- ends the paid subscription or lifetime plan when the refund is issued, and moves the Workspace to the Free plan with its data and its members kept;
- may be declined only where we see evidence of systematic abuse, such as repeated sign-up and refund cycles across related organizations. We will tell you why in writing, and a declined request does not use up your guarantee — you may ask again within the window.
Where you have bought more than one AI credit pack, your unused balance is refunded against your most recent purchases first, each at the price you actually paid for it, so a pack bought at a discount is never refunded at full price. If we cannot refund a pack’s payment automatically, we will tell you and arrange it with you rather than keep the money.
We review each request before issuing the refund, so it is not instant. Once issued, the money returns to the original payment method and usually appears within 5 to 10 business days, depending on your bank.
9.12. Other refunds. Apart from the money-back guarantee and any refund the law requires, fees are non-refundable.
10. Suspension and termination
10.1. Suspension. We may suspend all or part of your access, with notice where practicable, if payment is overdue as described in section 9.8, if you or your Users breach section 7, if your use creates a security risk or harms the Service or others, or if the law requires it. We limit a suspension to what is necessary and lift it once the cause is resolved.
10.2. You may end these Terms at any time by cancelling your subscription and, if you wish, asking us to delete your Workspace.
10.3. We may end these Terms if you materially breach them and do not fix the breach within 30 days of our notice, or immediately for a serious breach of section 7 or where the law requires it. If we end them for reasons other than your breach, we will refund any fees you prepaid for the period after termination.
10.4. Inactive Workspaces. If a Workspace has no activity for an extended period, we may suspend it and later delete it, after warning its owners by email.
10.5. After termination. Customer Data remains available read-only for export until the Workspace is deleted. When you ask us to delete a Workspace, we delete Customer Data from our active systems promptly and in any case within 30 days of a verified request, and from backups as they expire. Our Privacy Policy describes retention in detail.
10.6. Sections 5, 11, 12, 13, 14, 15, 19 and 21 survive termination.
11. Confidentiality
Each party will protect the other’s non-public information that it receives in connection with the Service with at least reasonable care, use it only to perform or exercise rights under these Terms, and disclose it only to people who need to know it and are bound by similar duties, or where the law requires (with notice where lawful). This does not cover information that is public, already known, independently developed or lawfully received from someone else.
12. Intellectual property
12.1. We and our licensors own the Service, including its software, design and documentation. These Terms give you a right to use the Service during your subscription; they do not transfer ownership of it.
12.2. If you send us suggestions or feedback, we may use them without obligation to you.
12.3. You may refer to Odexy by name. Use of our logos and brand assets must follow our brand guidelines.
13. Warranties and disclaimers
13.1. We will provide the Service with reasonable skill and care, and it will perform materially as described in its documentation.
13.2. Otherwise, and to the fullest extent the law allows, the Service is provided “as is” and “as available”. We disclaim all other warranties, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title and non-infringement. We do not warrant that the Service will be uninterrupted or error-free, or that AI output will be accurate.
14. Limitation of liability
14.1. Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, arising out of or in connection with these Terms, even if advised of the possibility.
14.2. Each party’s total liability arising out of or in connection with these Terms is limited to the fees you paid for the Service in the 12 months before the event giving rise to the claim, or US$100 if you have paid nothing.
14.3. The limits in 14.1 and 14.2 do not apply to your payment obligations, to either party’s indemnity obligations under section 15, to breach of section 7, or to liability that cannot be limited by law, such as liability for fraud, gross negligence, willful misconduct, or death or personal injury caused by negligence.
15. Indemnities
15.1. By us. We will defend you against any third-party claim that the Service, as we provide it, infringes that party’s intellectual property rights, and pay the resulting damages and costs finally awarded or agreed in settlement. This does not cover claims arising from Customer Data, from your modifications, or from combining the Service with anything we did not provide. If such a claim arises, we may modify the Service, obtain a licence, or end the affected subscription and refund prepaid fees for the unused period.
15.2. By you. You will defend us against any third-party claim arising from Customer Data or from your or your Users’ breach of section 7, and pay the resulting damages and costs finally awarded or agreed in settlement.
15.3. The party seeking protection must notify the other promptly, give it control of the defense and settlement, and cooperate reasonably.
16. Electronic signatures
The contracts module lets you collect electronic signatures and records evidence of each signature, such as the time, IP address and approximate location. We provide the tool; you are responsible for deciding whether an electronic signature is valid and appropriate for your document and jurisdiction. Signatures collected through the Service are simple electronic signatures, not qualified electronic signatures.
17. Consumers
The Service is intended for business use. If, despite section 1.2, you are a consumer under the law of the country where you live, nothing in these Terms limits the rights that law gives you and that cannot be waived by contract — including, in the European Union and the United Kingdom, any right to withdraw from a distance contract within 14 days and the mandatory protections of your home country’s law. To exercise such a right, contact us at support@odexy.app.
18. Changes to these Terms
We may update these Terms. We will give at least 30 days’ notice of a change that materially reduces your rights or increases your obligations, by email to Workspace owners and in the Service, before it takes effect. The date at the top of this page shows when they last changed. If you do not agree to a change, you may cancel before it takes effect; continuing to use the Service afterwards means you accept it. Changes required by law may take effect sooner.
19. Governing law and disputes
19.1. These Terms are governed by the laws of the State of New York, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
19.2. Before starting proceedings, each party will try in good faith to resolve a dispute by written notice to the other and 30 days of discussion.
19.3. The parties submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York for any dispute arising out of or in connection with these Terms, except that either party may seek urgent injunctive relief in any court with jurisdiction.
19.4. If you are a consumer, section 17 applies and you may also bring proceedings in the courts of the country where you live.
20. Export controls and sanctions
You will comply with the export-control and sanctions laws that apply to you and to the Service, including those of the United States, the European Union and the United Kingdom. You confirm that you are not located in, organized under the laws of, or acting for anyone in a comprehensively sanctioned country or region, and that you are not on a government list of restricted parties.
21. General
21.1. Assignment. You may not transfer these Terms without our written consent, except to a successor to all or substantially all of your business. We may transfer them to an affiliate or to a successor in a merger, acquisition or sale of assets, with notice to you.
21.2. Events beyond control. Neither party is liable for failure or delay caused by events beyond its reasonable control, other than payment obligations.
21.3. Notices. We send notices to the email address of your Workspace’s owners or in the Service. You send notices to support@odexy.app.
21.4. Whole agreement. These Terms, together with any order form, our Data Processing Agreement and the policies they refer to, are the whole agreement between the parties about the Service.
21.5. Severability and waiver. If a provision is found unenforceable, the rest stays in effect. Not enforcing a provision is not a waiver.
21.6. Independent parties. The parties are independent contractors; nothing here creates a partnership, agency or employment relationship.
21.7. Language. If we provide a translation of these Terms, the English version prevails where they differ, unless the law requires otherwise.
22. Contact
- Company: Odexy LLC
- Address: New York, NY, United States
- Legal notices: support@odexy.app
- Support: support@odexy.app