CloudOverture Terms of Service

Effective: August 25, 2026

These terms are a contract between Touchtone Corporation (“Touchtone”, “we”, “us”) and the business that opens a CloudOverture account (“you”). They cover the CloudOverture web and mobile applications and every service we provide with them (together, the “Services”). Our Privacy Policy and our Data Processing Addendum are part of this contract.

Please read these terms. You accept them when you click “Create account” during sign-up. If you open an account for a company, you confirm that you may bind that company.

1. Who can use CloudOverture

CloudOverture is for businesses in the United States. You must be at least 18 years old. The Services are business tools, not for personal or household use.

2. Your account

• Give us accurate information at sign-up and keep it current.
• Keep your sign-in credentials secret. Tell us right away at info@touchtonecorp.com if you think someone used your account without permission.
• You may invite team members. Each person you give a login to is your responsibility, and their use must follow these terms.
• You are responsible for the data your business and your team put into the Services.

3. Your subscription

Trial. New accounts start with a 30-day free trial. We ask for a card at sign-up, but we do not charge it during the trial. We tell you the trial end date in the app, and we email you before the trial ends. You can export your data at any time during the trial. If you do not subscribe by the end of the trial, the trial account closes. We keep its data for 60 days in case you come back, and we delete it within 90 days of the trial end date.

Plan and seats. There is one plan. The price is per seat. A seat is a team member with a login. The first seat has one price and each added seat has a lower price. The current prices are shown at sign-up and on the Settings → Subscription page, and they are always public on our website.

Billing and renewal. You choose monthly or annual billing. Your subscription renews automatically at the end of each period, and we charge your saved payment method at the start of each new period, until you cancel. We show you all of this before you subscribe, and we ask for your separate consent to the automatic renewal. After you subscribe, we email you a confirmation that repeats the price, the renewal terms, and how to cancel. For annual plans, we email you a reminder 15 to 45 days before each renewal.

Price changes. For existing customers we raise the per-seat price at most once in any 12-month period. An increase is never more than the greater of the yearly change in the Consumer Price Index (CPI-U) or 3 percent. We email you at least 90 days before an increase takes effect, and we email you a second reminder 7 to 30 days before it takes effect, with the new price and how to cancel. Years we skip do not stack into a later increase. We will not change this price-cap paragraph for your account while your subscription continues. A change to it applies only to accounts opened after the change takes effect. If we raise your price and you cancel within 14 days after the increase takes effect, we refund the unused part of your term on a pro rata basis.

Taxes. Prices do not include taxes. If a tax applies, we add it to the invoice.

4. Cancelling

You can cancel any time on the Settings → Subscription page. One click cancels. We do not make you call, email, or wait for a reply.

Cancelling stops all future charges. Your subscription runs to the end of the period you already paid for, and then it ends. Until that date you can resume it with one click. Except where these terms say otherwise (the price-increase refund in section 3, the refunds in section 17, and the subprocessor-objection refund in the Data Processing Addendum), we do not refund the current period.

Before your access ends, use the export tools to download your data. You can still sign in and export for 90 days after the end date. Tax law may require you to keep business records for years, so keep your export safe. Section 8 says what happens to your data after that.

5. Payment processing

When you pay us. Card and bank-debit payments for your subscription are processed by Stripe, Inc. Card entry goes directly to Stripe. Full card numbers never reach our servers. We keep only the card brand and the last four digits, so you can see which card is on file. You can also prepay an annual term in USDC. USDC payments go directly on a public blockchain, and no payment processor is involved. A USDC payment is final once sent, and we cannot reverse it. You pay any network fees. Send the exact amount shown, to the address shown, before the payment window in the app expires. A payment that arrives late, short, or at an old address may be delayed or returned, minus network fees. We credit the US-dollar amount on your invoice. If we owe you a refund on a USDC prepayment, we pay it in USDC to the wallet that paid it, at the invoice’s US-dollar value. We may hold or refuse a payment while we run sanctions checks.

When your customers pay you. To accept card payments from your own customers, you connect your own Stripe account. That relationship is between you and Stripe, under Stripe’s own services agreement, and Stripe’s fees apply to it. We add no fee of our own on top of Stripe’s fees. If you accept USDC payments, they arrive in a wallet you control. We never hold your funds.

What we are not responsible for. We are not responsible for actions of Stripe or the card networks, including declined payments, chargebacks, settlement delays, fraud determinations, or Stripe outages. Nothing in this section limits our own obligations under these terms.

6. Using the Services

Use the Services only for lawful business purposes. Do not:

• try to break into the Services or get around their security or limits,
• overload the Services with automated traffic,
• resell or copy the Services or use them to build a competing product,
• upload malware or content you have no right to use,
• use the Services in violation of US export and sanctions rules.

Data that does not belong in CloudOverture. CloudOverture is built for business records: contacts, quotes, invoices, work orders, payments, and notes. Do not store patient health records covered by HIPAA or full payment card numbers. You may record a vendor’s or contractor’s tax ID where the app gives you a field for it (for example, a contractor’s W-9). Outside those fields, do not store government ID numbers such as Social Security numbers. We do not offer HIPAA Business Associate Agreements.

Messages and calls. The Services send invoices, quotes, reminders, and other messages to your customers on your instructions. You are responsible for the content of those messages, for any consent the law requires, and for any notice the law requires when AI drafted a message. Do not use the Services to send unsolicited bulk or marketing email. The same duties apply if you record calls or send messages through integrations.

7. Your data is yours

You own your data. We claim no ownership of anything you or your team put into the Services.

You give us permission to host, process, and display your data, only as needed to run the Services for you, to support you when you ask, to keep the Services secure, and to meet our legal duties. We never use your data to contact your customers, except when you tell the Services to send something on your behalf.

We do not train AI models on your data. The AI features read your data only to answer your requests. Our AI model providers process it under terms that forbid them from training on it. One exception: if you connect your own AI provider account or an outside AI assistant, that provider handles your data under its own terms, not ours (section 11). We may use aggregated usage statistics that do not identify you or your customers to operate and improve the Services.

The Data Processing Addendum is part of these terms. It states our duties for the personal information inside your data, lists our subprocessors, and states our security and breach-notice commitments.

8. Data retention and export

You can export your data at any time while your account is open.

Situation	What happens
Trial ends without a subscription	We keep your data 60 days in case you return. We delete it within 90 days of the trial end date
Subscription ends (you cancel, or we end it)	For 90 days after the end date you can still sign in and export your data. At 90 days we delete the data
Deleted data in backups	Deleted data leaves our backups within 35 days
Billing and tax records	We keep them 7 years, as tax law requires

We keep data longer only if a law or a legal hold requires it.

Tax law may require you to keep business records for years. Export your data before the deletion date. After deletion we cannot recover it.

9. AI features

CloudOverture includes AI features: an assistant that reads your data to answer questions, drafts, suggestions, and parsed documents. The assistant can also do small pieces of work on its own, such as creating a draft document, a note, or a task. We keep a record of what the assistant does. Small actions can be undone. Anything the assistant did on its own is marked in your account, so you can tell it apart from work a person did. Anything that leaves your account, such as a message to a customer, and anything that records money, needs a person’s approval first. One exception: payment reminder emails go out on a schedule you set, and you can turn them off per invoice. Section 10 explains that AI output is not professional advice. Section 7 explains that we do not train models on your data.

10. Not professional advice

The Services give you tools for bookkeeping, invoicing, reporting, and financial tracking. Touchtone does not provide accounting, tax, audit, or legal advice. AI suggestions are not professional advice either. You are responsible for the accuracy and legality of the data you enter, for your tax filings, and for meeting the regulations that apply to your business. For advice, talk to a licensed professional.

11. Third-party services you connect

You can connect outside services to CloudOverture, such as a Gmail or Microsoft 365 mailbox, your Stripe account, an outside AI assistant, or your own AI provider account. Those services have their own terms and privacy policies, and we are not responsible for them. An AI product you connect reads your data under its own terms, and we are not responsible for what it does with your data, or for actions it takes in your account. You can disconnect any connected service at any time. We are not responsible for failures of services we do not control. Nothing in this section limits our own obligations under these terms.

12. Our property, your feedback

The Services, including their software, design, and content we created, belong to Touchtone and its licensors. We give you a limited, non-transferable right to use the Services while you have a subscription. Do not copy, sell, or make derivative works from them, and do not use our trademarks without written permission.

If you send us feedback or ideas, you give us a perpetual, irrevocable, worldwide, royalty-free right to use them in any of our products and materials, without owing you anything. Feedback never includes your business data, which stays yours under section 7.

The Services change. We improve the Services over time, and we may add, change, or retire individual features. If a change materially reduces what the Services do for you, the change process in section 19 applies. A feature marked beta or early access may change or end at any time.

Copyright complaints. If you believe content stored or shared through the Services infringes your copyright, send a notice under the Digital Millennium Copyright Act to our designated agent: Touchtone Corporation, PO Box 5719, Irvine, CA 92616-5719 USA, info@touchtonecorp.com. Include the information that 17 U.S.C. § 512(c)(3) requires. We may remove the content, and we may close the accounts of repeat infringers.

13. Confidentiality

Each of us will protect the other’s confidential information with at least reasonable care, use it only for this contract, and share it only with people who need it and are bound to protect it. If the law forces one of us to disclose the other’s confidential information, that party will give prompt notice when the law allows, so the other can object.

Confidential information does not include information that is public through no fault of the receiver, that the receiver already had without a duty of secrecy, that the receiver lawfully received from someone else, or that the receiver developed independently. These duties last for 3 years after this contract ends, and for trade secrets as long as the law protects them. Customer Personal Information is governed by the Data Processing Addendum, and section 7 governs our use of your data.

14. Publicity

We will not use your name or logo in our marketing without your permission.

15. Warranties and liability

No warranty. We work to keep the Services accurate, secure, and available, but we provide them “as is”. To the extent the law allows, we disclaim implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. We do not promise the Services will be uninterrupted or error-free.

What neither of us pays for. To the extent the law allows, neither of us is liable to the other for indirect, incidental, consequential, or punitive damages, or for lost profits, revenue, or business opportunities, whatever the legal theory.

The cap. To the extent the law allows, each party’s total liability under these terms is capped at the amounts you paid us for the Services in the 12 months before the event that caused the claim. If you only used the free trial, the cap is one hundred US dollars. The cap does not apply to your payment obligations, to your indemnification duties under section 16, to your breach of section 12, to a party’s fraud, willful misconduct, or gross negligence, or to liability that the law does not allow to be limited.

16. Indemnification

If a third party brings a claim against Touchtone because your data infringes their rights or breaks the law, because of your unlawful use of the Services, or because of your breach of these terms, you will defend that claim and pay the resulting damages, settlements, and reasonable legal fees. This duty does not apply to the extent the claim results from our own breach of these terms, our negligence, or our willful misconduct. We will notify you promptly of the claim, let you control the defense, and reasonably help you at your expense. You will not settle a claim in a way that admits fault for us or puts obligations on us without our written consent.

17. Suspension and termination

By you. Cancel any time, section 4.

Failed payments. If a charge fails, you keep full access while our payment processor retries your card over about two weeks, and we email you after each failed attempt with a link to fix the card. If the final retry fails, the account locks. An admin can then do two things: update the card, which restores access immediately, or export your data with one click. If the account stays locked for 60 days, we may end the subscription, and section 8 then applies. We email you before any data is deleted.

By us. We may suspend or end your access if you materially breach these terms, if the law requires it, or if your use threatens the security or operation of the Services. When it is reasonable, we warn you first and give you a chance to fix the problem. If we end the Services themselves, or end your account without cause, we refund the unused part of any prepaid term.

Survival. Sections 5, 7, 8, 10, 12, 13, 14, 15, 16, 18, and 19 survive the end of this contract.

18. Dispute resolution and arbitration

Summary. If we have a dispute, we first try to resolve it informally. If that fails, we resolve it through binding individual arbitration instead of a court or jury trial. You may not bring or join a class action. You can reject this arbitration agreement within 30 days of accepting these Terms, and your service will not change: see “Your right to opt out” below. Small-claims cases and a few other claims can still go to court.

Let’s try to resolve it first

Before either of us starts an arbitration or a court case, that party will send the other a written notice of the dispute. Send yours to info@touchtonecorp.com, or to Touchtone Corporation, PO Box 5719, Irvine, CA 92616-5719 USA. We will send ours to the email address on your account. The notice must describe the dispute and what the sender wants. For 30 days after the notice, both of us will try in good faith to resolve the dispute. Neither of us may start an arbitration or a court case before those 30 days end. Any statute of limitations pauses during those 30 days.

What we arbitrate

You and Touchtone Corporation agree to resolve through binding arbitration every dispute, claim, or controversy arising out of or relating to these Terms, the Services, our marketing, or the relationship between us. This includes disputes about formation, breach, termination, enforcement, interpretation, and validity. The arbitrator, not a court, decides all questions about the scope, enforceability, and validity of this section, for both of us alike.

What stays out of arbitration

These claims can go to court even after you accept these Terms:

• Small claims. Either of us may bring a claim in small claims court if it qualifies there. The small claims court decides whether it qualifies. If a qualifying claim was already filed in arbitration, the arbitration closes for that claim on written notice.
• Intellectual property and misuse. Either of us may ask a court for injunctive or other equitable relief for infringement of intellectual property, unauthorized access to the Services, or misuse of the Services.
• Public injunctive relief. If you seek public injunctive relief under California law, that request proceeds in court. Every other part of the dispute stays in arbitration, and the court request waits until the arbitration ends.

The rules and the arbitrator

The Federal Arbitration Act governs this section and its enforceability. The rest of these Terms is governed by California law, as section 19 states.

The arbitration is administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. If the AAA determines that its Consumer Arbitration Rules apply to the dispute, those rules govern instead. The AAA’s rules are at adr.org. One arbitrator, chosen under the AAA’s normal selection process, decides the dispute. If this section ever conflicts with a forum or venue clause in another agreement between us, this section controls.

Where and how the hearing happens

The hearing happens by video conference unless both of us agree to another format, or the arbitrator decides an in-person hearing is needed. An in-person hearing happens in the county where you are located, or another place both of us agree on. Nothing in this section requires you to travel.

Who pays

You never pay AAA more in fees than you would pay to file the same claim in a California superior court. For claims of $25,000 or less, we pay all AAA filing, administrative, and arbitrator fees beyond that amount, unless the arbitrator finds the claim frivolous. For larger claims, the AAA’s rules set the fees. Each of us pays our own lawyers, unless a law that covers the claim says otherwise. Neither of us has to pay the other side’s legal fees just for losing.

Individual claims only

Each of us may bring claims against the other only in our individual capacity. Neither of us may bring or take part in a class action, collective action, consolidated proceeding, or representative proceeding, in arbitration or in court. This paragraph does not limit a request for public injunctive relief: “What stays out of arbitration” above sends that request to court. The arbitrator may not preside over any class, collective, consolidated, or representative proceeding, and may not combine your case with anyone else’s without both parties’ consent. If a court finds this paragraph unenforceable for a particular claim, that claim proceeds in court, and every other claim stays in arbitration.

Many similar cases at once

If 25 or more demands with similar claims, brought by the same or coordinated lawyers, are filed against us within 60 days, the AAA’s Mass Arbitration Supplementary Rules apply, and the cases proceed in concurrent batches under those rules. The outcome of one case does not bind any other person. Statutes of limitations pause for any claim waiting for a later batch.

What the arbitrator can award

The arbitrator can award the same relief on an individual basis that a court could award, including statutory damages, and attorney’s fees and costs where the law allows them. The arbitrator applies the same statutes of limitations a court would apply. The arbitrator issues a written decision that states its essential findings and conclusions. Judgment on the award may be entered in any court with jurisdiction. Either of us may disclose what is needed to protect our legal rights. Otherwise both of us will keep filings that contain trade secrets or personal data confidential.

Your right to opt out

You can reject this arbitration section. Send an email to info@touchtonecorp.com within 30 days of the day you first accept these Terms. Use the subject “Arbitration opt-out”, or any message that clearly says you opt out. Include your account email. Opting out is one message, it is permanent, and it changes nothing else: your account, your price, and your service stay the same. If you opt out, disputes between us go to court under section 19.

Changes to this section

If we change this section, we will notify you at least 30 days before the change takes effect, and the change applies only to disputes that arise after it takes effect. A change never applies to a dispute either of us has already noticed under “Let’s try to resolve it first.” If you do not agree to the change, you may reject it by cancelling your account before it takes effect, and the prior version governs any dispute from before that date.

If part of this section fails

If any part of this section is found unenforceable, that part is severed and the rest remains in force, except as the “Individual claims only” paragraph says for the class waiver. This section survives the end of these Terms and the closing of your account.

No jury trial

By agreeing to arbitration, both of us give up the right to a trial by jury and, except for the carve-outs above, the right to sue in court.

19. The legal details

Governing law and venue. California law governs these terms, without its conflict-of-law rules. For the claims that section 18 sends to court, both of us consent to the state and federal courts in Orange County, California, except that a small-claims case may proceed where section 18 allows.

Changes to these terms. We may update these terms. For a material change we email every account holder at least 30 days before the change takes effect, and the app asks you to accept the new version at your next sign-in. If you do not accept a material change, you may cancel, and we refund the unused part of any prepaid term. Until you accept or cancel, the prior version applies to you. Changes apply going forward only. A change never applies to a dispute that already exists. We keep dated copies of every version.

Assignment. Neither of us may assign this contract without the other’s written consent, except to a successor in a merger, reorganization, or sale of substantially all assets.

Force majeure. Neither of us is responsible for delay or failure caused by events outside reasonable control, such as natural disasters, war, or internet and utility outages we do not cause. Payment obligations are not excused.

Export and sanctions. You will follow US export laws and the sanctions programs of the US Treasury’s Office of Foreign Assets Control in your use of the Services. You confirm that you and your business are not on a US sanctions list. We may suspend access, or hold a payment, while we check a sanctions concern.

Notices. We send notices to the email address on your account. You send notices to info@touchtonecorp.com.

Severability. If a court or arbitrator finds part of these terms unenforceable, the rest stays in force.

No third-party beneficiaries. No partnership. These terms create no rights for anyone else, and no partnership, agency, or employment relationship between us.

Entire agreement. These terms, the Privacy Policy, and the Data Processing Addendum are the whole agreement between us about the Services. The English version governs.

Contact. Touchtone Corporation, PO Box 5719, Irvine, CA 92616-5719 USA. info@touchtonecorp.com.