Terms of Service

Corvus Analytics, Inc.
Effective Date: January 6, 2026

1. Introduction and Acceptance

Corvus Analytics, Inc. ("Company," "Corvus," "we," "us," or "our") operates the Corvus Analytics platform (the "Service"), a B2B SaaS platform providing AI-powered member analytics, churn prediction, and campaign generation for private clubs.

These Terms of Service ("Terms") govern your access to and use of the Service, including any content, features, and related services. By accessing, registering for, or using Corvus Analytics, you agree to be bound by these Terms in their entirety. If you do not agree to these Terms, you may not use the Service.

Corvus reserves the right to update these Terms at any time without prior notice. Your continued use of the Service following changes constitutes your acceptance of the updated Terms. It is your responsibility to review these Terms regularly for updates. These Terms were last updated on January 6, 2026.

2. Account Registration and Eligibility

2.1 Registration Requirements

To create an account and use the Service, you must:
- Be at least 18 years of age and legally capable of entering into binding contracts
- Represent and warrant that you have the authority to bind your organization (club, company, or entity) to these Terms
- Provide accurate, complete, and current information in all account registration forms
- Maintain the accuracy of your account information and update it promptly when changes occur

2.2 Account Credentials

You are responsible for:
- Maintaining the confidentiality of your username, password, and authentication credentials
- Restricting access to your account and devices used to access the Service
- All activities and transactions that occur under your account, whether authorized or not
- Notifying Corvus immediately of any unauthorized access or security breach

Corvus will not be liable for unauthorized access to your account unless such access results directly from Corvus's gross negligence or willful misconduct.

2.3 Account Use

You agree to use your account solely for lawful purposes and in accordance with these Terms. You may not:
- Create multiple accounts to circumvent usage limits or billing
- Share your account credentials with unauthorized third parties
- Use the Service on behalf of competitors or for competitive analysis
- Perform account takeovers or impersonate other users

3. Service Description and Capabilities

3.1 Overview

Corvus Analytics provides club management software and related services, including:
- Member data analytics and visualization dashboards
- AI-powered churn prediction modeling
- Engagement pattern analysis
- Retention campaign recommendation engine
- Integration capabilities with third-party club management systems (e.g., Jonas Club Software, CourtReserve)
- Reporting and analytics tools

3.2 AI-Powered Analytics

By using Corvus, you acknowledge and agree that:

AI Limitations:
- Our AI models generate probabilistic predictions and insights, not guaranteed outcomes
- Churn predictions are based on historical data patterns and may not reflect future behavior
- AI recommendations are analytical tools to inform decision-making, not directives
- Accuracy of predictions depends on data quality, completeness, and relevance
- Corvus does not guarantee specific results or member retention outcomes

Your Responsibility:
- You must independently verify all recommendations before implementing them
- You are solely responsible for decisions made based on Corvus insights
- You must comply with applicable laws when acting on Corvus recommendations

Third-Party AI Services:
- Corvus uses Anthropic Claude and related AI services to power analytics
- Data transmitted to Anthropic is governed by Anthropic's privacy terms (privacy.anthropic.com)
- You consent to data processing by third-party AI providers

3.3 "As-Is" and "As-Available" Basis

THE SERVICE IS PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. CORVUS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

4. Acceptable Use and Restrictions

4.1 Permitted Uses

You agree to use the Service only for:
- Analyzing your club's member data and engagement patterns
- Making informed decisions about member retention and engagement strategies
- Internal reporting and business analytics
- Integration with your authorized third-party club management systems

4.2 Prohibited Conduct

You agree NOT to:

Data Misuse:
- Attempt to access, retrieve, or process data of other clubs or users
- Share, sell, or resell member data obtained through Corvus
- Reverse-engineer or attempt to extract data in bulk
- Use member data for purposes other than member retention and engagement

Technical Violations:
- Attempt to gain unauthorized access to the Service or its systems
- Perform penetration testing or security testing without written authorization
- Use automated tools (bots, scrapers, crawlers) to access the Service
- Transmit malware, viruses, or malicious code
- Interfere with the Service's operation or infrastructure

Compliance Violations:
- Violate applicable laws, regulations, or industry standards (GDPR, CCPA)
- Process data without proper consent or legal basis
- Violate intellectual property rights of Corvus or third parties
- Use the Service for illegal activities, fraud, or deception
- Use the Service to harass, threaten, defame, or abuse other users or individuals

Competitive Threats:
- Use the Service to gather competitive intelligence about other clubs
- Develop competing services based on Corvus technology or insights
- Benchmark against other clubs without proper anonymization
- Share proprietary information with competitors

4.3 Enforcement

Corvus reserves the right to:
- Investigate suspected violations of these Terms
- Remove content or restrict access for violations
- Suspend or terminate your account without refund
- Report violations to law enforcement authorities
- Seek damages or other legal remedies

5. Club Member Data and Privacy

5.1 Data Controller vs. Data Processor

Your Role (Data Controller):
- You are responsible for collecting member data and determining how it is used
- You must obtain proper consent before uploading member data to Corvus
- You are responsible for compliance with GDPR, CCPA, state privacy laws, and industry regulations
- You must provide members with clear notice about data processing and analytics

Corvus's Role (Data Processor):
- We process member data solely on your instructions
- We provide technical tools for analyzing and reporting on member data
- We implement reasonable security measures to protect member data
- We do not use member data for our own marketing or purposes (except as permitted in our Privacy Policy)

5.2 Data Processing Agreement (DPA)

For customers in GDPR-compliant jurisdictions, a Data Processing Agreement is required and available upon request. The DPA specifies:
- Processing scope, nature, purpose, and duration
- Types of personal data and data subjects affected
- Data security and protection requirements
- Sub-processor information and authorization
- Your and our respective obligations
- Member rights and data access procedures

To request a DPA: Contact [email protected] with "DPA Request" in the subject line.

5.3 Member Data Protection

You acknowledge and agree that:
- You are responsible for obtaining proper member consent before uploading data
- For members under 13 (COPPA) or under 16 (GDPR Article 8), parental/guardian consent is required
- You must maintain records of member consent
- Corvus will delete member data within 90 days of account termination (unless longer retention is legally required)
- You must establish a process for members to access, correct, or delete their data

6. Intellectual Property Rights

6.1 Corvus Ownership

Corvus retains all right, title, and interest in:
- The Service platform, software, and code
- Dashboard designs, reports, and user interface
- Documentation, help content, and training materials
- Patents, trademarks, copyrights, and other intellectual property
- Databases, algorithms, and analytical models
- Aggregate and anonymized insights and benchmarking data

6.2 Your Content

By uploading member data to Corvus, you grant us a worldwide, non-exclusive, royalty-free license to:
- Process and analyze your data to provide the Service
- Store and back up your data for service delivery
- Use anonymized or aggregated insights to improve the Service
- Create industry benchmarking and trend reports (anonymized)

6.3 License Grant

Corvus grants you a limited, non-exclusive, non-transferable license to:
- Access and use the Service for your internal club management purposes
- Create reports and download analytics for your use
- Integrate the Service with authorized third-party systems

You may not:
- Sublicense, resell, or redistribute the Service
- Create derivative works based on the Service
- Modify or reverse-engineer the Service
- Compile or aggregate Service content without permission

7. Limitations of Liability

7.1 Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CORVUS SHALL NOT BE LIABLE FOR:

This disclaimer applies whether liability arises from:
- Contract breaches
- Negligence or gross negligence (except willful misconduct)
- Breach of warranty
- Tort liability
- Strict liability

7.2 Liability Cap

MAXIMUM LIABILITY: To the maximum extent permitted by law, Corvus's total aggregate liability to you for any and all claims arising from or related to this Agreement or your use of the Service shall not exceed the lesser of:

This cap applies to all causes of action, whether one claim or multiple claims, and regardless of the nature of the claims (contract, tort, statute, or otherwise).

Exception: This limitation does not apply to:
- Your indemnification obligations
- Confidentiality breaches
- Intellectual property infringement claims
- Gross negligence or willful misconduct by Corvus

8. Indemnification

8.1 Your Indemnification

You agree to indemnify, defend, and hold harmless Corvus, its officers, directors, employees, agents, and successors from:
- Claims, damages, and costs (including attorneys' fees) arising from:
- Your use of the Service in violation of these Terms
- Your violation of applicable law or regulations
- Your infringement of third-party rights
- Member data you upload that violates privacy laws or member consent
- Your decisions and actions based on Corvus analytics or recommendations
- Your breach of the Data Processing Agreement (if applicable)

8.2 Corvus Indemnification

Corvus agrees to indemnify you from claims that the Service, as unmodified by you, infringes third-party intellectual property rights. This obligation does not apply to infringement claims arising from:
- Your modifications to the Service
- Your use of the Service beyond its intended purpose
- Your integration of the Service with third-party systems
- Your compliance failure

9. Termination and Account Suspension

9.1 Termination by You

You may terminate your account and these Terms at any time by:
- Submitting a termination request to [email protected]
- Providing 30 days' written notice (or as specified in your Service Agreement)

Upon termination:
- Your account access will be revoked
- Your data will be retained for compliance purposes (see Privacy Policy for retention schedule)
- Unused fees are not refundable

9.2 Termination by Corvus

Corvus may terminate your account immediately (without refund) if:

Violation of Terms:
- You violate any material provision of these Terms
- You engage in prohibited conduct (data misuse, hacking, abuse)
- You fail to pay required fees for 30+ days

Legal Violations:
- You violate applicable laws or regulations
- You process member data without proper consent
- You violate privacy laws or data protection regulations

Competitive Threat:
- You develop competing services based on Corvus technology
- You attempt to reverse-engineer or extract Corvus insights
- You share proprietary information with competitors

Business Reasons:
- Corvus discontinues the Service (with 30 days' notice)
- Your use pattern poses a security or technical risk to our infrastructure
- You breach the Data Processing Agreement (if applicable)

9.3 Effect of Termination

Upon termination:
- All licenses and rights granted to you terminate
- You must cease use of the Service
- You remain liable for obligations incurred before termination
- Data retention follows our Privacy Policy schedule

10. Fees and Payment

10.1 Service Pricing

Fees for the Service are determined by:
- Your selected subscription plan (Starter, Professional, Enterprise)
- Number of members analyzed
- Number of users with administrative access
- Add-on features and integrations
- Volume discounts (if applicable)

Pricing is available at https://corvusanalytics.ai/pricing and in your Service Agreement.

10.2 Payment Terms

10.3 Late Payment

If payment is more than 30 days overdue:
- We may suspend your account until payment is received
- Late fees of 1.5% per month (18% annually) may apply
- We may pursue collection and legal action
- You are responsible for collection costs and attorneys' fees

10.4 Refund Policy

11. Warranty Disclaimers

11.1 Exclusion of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR A SIGNED WRITTEN AGREEMENT, CORVUS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

11.2 Your Acknowledgments

You acknowledge that:
- Member churn is complex and affected by many factors outside Corvus's control
- AI predictions are probabilistic, not deterministic
- Past performance does not guarantee future results
- You are solely responsible for decisions made based on Corvus insights
- No warranties are made regarding the effectiveness of recommendations

12. Data Processing and AI Services

12.1 Use of Anthropic Claude

Corvus uses Anthropic Claude and related AI services to power analytics. By using Corvus, you:
- Consent to data processing by Anthropic and its affiliates
- Acknowledge that data may be transferred to Anthropic's systems
- Understand that Anthropic's privacy practices may differ from Corvus's
- Agree to review Anthropic's privacy policy at privacy.anthropic.com

12.2 AI Model Training

Corvus may use anonymized, aggregated data to:
- Train and improve our AI models and analytics
- Develop new features and services
- Create industry benchmarking reports
- Publish research and insights

Your member data will be anonymized before any such use.

12.3 No Guarantee of Results

Corvus does not guarantee:
- That member retention will improve based on analytics
- That churn prediction accuracy will meet your expectations
- That campaigns recommended by Corvus will succeed
- Any specific outcome from use of the Service

13. Dispute Resolution

13.1 Informal Resolution

If a dispute arises between you and Corvus, you agree to first attempt informal resolution:
1. Notice: Email [email protected] describing the dispute in detail
2. Response: Corvus will respond within 14 days with information or a resolution proposal
3. Good Faith Discussion: Both parties agree to negotiate in good faith for 30 days

If informal resolution does not succeed, you may pursue other remedies below.

13.2 Arbitration

Any dispute that is not resolved through informal resolution shall be settled by binding arbitration, not litigation:

Arbitration Terms:
- Arbitrator: A single neutral arbitrator (AAA or JAMS)
- Venue: Virtual (or in Delaware, at Corvus's election)
- Rules: JAMS Streamlined Arbitration Rules & Procedures
- Costs: Corvus will pay your share of arbitration fees if you prevail
- Confidentiality: Arbitration proceedings and awards are confidential

Arbitration Exception: Either party may seek injunctive relief in court for:
- Breach of intellectual property rights
- Confidentiality violations
- Theft or data misuse

13.3 No Class Actions

You agree that:
- All claims must be brought in your individual capacity
- You may NOT pursue or participate in class actions against Corvus
- Class arbitration is prohibited
- If class action restrictions are unenforceable, disputes will be litigated in court

13.4 Governing Law

These Terms are governed by the laws of Delaware, without regard to conflict of law principles. Delaware courts have exclusive jurisdiction over any disputes that cannot be arbitrated.

14. Confidentiality

14.1 Definition of Confidential Information

"Confidential Information" means:
- Non-public technical information about the Service
- Analytics methods and algorithms (Corvus's IP)
- Security practices and infrastructure details
- Your member data and analytics
- Pricing and commercial terms

14.2 Obligations

Each party agrees to:
- Protect Confidential Information using reasonable security measures
- Use Confidential Information only for purposes of these Terms
- Restrict access to employees and contractors with a need to know
- Maintain confidentiality during and after termination

14.3 Exceptions

You may disclose Confidential Information if:
- Legally required by law, court order, or regulatory authority
- Disclosed to legal counsel or accountants for compliance purposes
- Required to enforce your rights under these Terms

15. Modifications to Service

15.1 Service Changes

Corvus may:
- Add, remove, or modify Service features
- Change pricing (with 30 days' notice)
- Integrate new third-party services
- Modify data retention or processing practices
- Enhance security or performance measures

15.2 Material Changes

For material changes (e.g., significant pricing increases, data usage changes), Corvus will:
- Provide 30 days' advance written notice via email
- Allow you to terminate without penalty if you disagree
- Implement changes only after the notice period expires

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy, Data Processing Agreement (if applicable), and any signed Service Agreement, constitute the entire agreement regarding your use of the Service. These Terms supersede all prior agreements and understandings.

16.2 Amendments

Corvus may amend these Terms at any time by:
- Posting the updated Terms on the website
- Notifying you via email of material changes
- Material changes become effective 30 days after notice

Your continued use of the Service constitutes acceptance of the amended Terms.

16.3 Severability

If any provision of these Terms is found unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full effect.

16.4 Waiver

Corvus's failure to enforce any provision does not constitute a waiver of that provision or any other right.

16.5 Assignment

You may not assign or transfer these Terms or your rights without Corvus's written consent. Corvus may assign these Terms to affiliates or in connection with a merger, acquisition, or business transfer.

16.6 Third-Party Beneficiaries

These Terms are for your benefit and Corvus's benefit only. No other party has rights or benefits under these Terms.

16.7 Notices

All notices under these Terms must be in writing and delivered by:
- Email to [email protected] (for Corvus)
- Email to the address on file (for you)
- Overnight courier to registered addresses

17. Contact Information

For legal questions, contract disputes, or DPA requests:

Email: [email protected]

17.2 Support and Billing

For technical support or billing questions:

Email: [email protected]

17.3 Sales and Enterprise Agreements

For custom Enterprise agreements or volume pricing:

Email: [email protected]

18. Acknowledgment

By clicking "I Agree," creating an account, or using the Service, you acknowledge that:
- You have read and understood these Terms
- You agree to be bound by all provisions
- You have the authority to bind your organization to these Terms
- You understand the limitations and disclaimers, especially regarding AI predictions

These Terms were last updated on January 6, 2026.