Terms of Service

1. Acceptance of Terms

By accessing opheliaos.com, creating an account on the Ophelia dashboard, or making calls to the Ophelia API, you agree to be bound by these Terms on behalf of yourself and, if applicable, the business entity you represent. If you are agreeing on behalf of an organization, you represent that you have authority to bind that organization.

If Ophelia and your organization have executed a separate Master Services Agreement, Order Form, or similar signed agreement (collectively, an “Order Agreement”), that Order Agreement governs your use of the Services, and these Terms apply only to the extent they do not conflict with it.

2. Description of Service

Ophelia provides API infrastructure that allows Customers — including consumer platforms, AI agents, and software applications — to execute real-world bookings (such as restaurant reservations, event tickets, appointments, and similar services) on behalf of their own end users, by interfacing with third-party reservation and booking platforms.

Ophelia does not operate a consumer-facing product, does not maintain a direct relationship with a Customer’s end users, and does not own or control the third-party booking inventory it interfaces with.

3. Eligibility and Account Registration

The Services are intended for use by businesses and individuals acting in a business capacity. You must be at least 18 years old and able to form a binding contract to create an account.

You are responsible for the accuracy of the information you provide during registration, and for maintaining the confidentiality and security of your account credentials and API keys. You must notify us promptly at team@opheliaos.com of any suspected unauthorized use of your account or credentials.

4. Access to and Use of the API

Subject to these Terms, Ophelia grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Ophelia API and dashboard solely to build and operate your own application in accordance with our documentation.

API usage is subject to rate limits and fair-use thresholds described in our documentation or your Order Agreement. We may modify rate limits, endpoints, or API versions from time to time; where reasonably possible, we will provide advance notice of changes that materially affect existing integrations.

5. Acceptable Use

You agree not to: (a) use the Services for any unlawful purpose or to facilitate fraud; (b) attempt to circumvent rate limits, authentication, or anti-abuse mechanisms of Ophelia or any third-party booking platform we interface with; (c) scrape, reverse engineer, or resell access to the Services without our prior written consent; (d) conduct load testing, security testing, or penetration testing against our infrastructure without prior written approval; or (e) use the Services to book on behalf of anyone other than your own authenticated end users without appropriate authorization.

6. Fees and Payment

Use of the Services beyond any free evaluation tier is billed according to the pricing and billing cycle presented at signup or in your Order Agreement. Payment is processed by our third-party payment processor; Ophelia does not store full payment card numbers.

Fees are non-refundable except as required by law or expressly stated in your Order Agreement. We may suspend access for accounts with overdue balances after reasonable notice.

7. Customer Data and Ownership

As between you and Ophelia, you retain ownership of the data you submit through the API on behalf of your end users (“Customer Data”). You grant Ophelia a limited license to process Customer Data solely as necessary to provide the Services, including transmitting the minimum data required to complete a booking to the relevant third-party platform.

You are responsible for obtaining all consents from your end users necessary for Ophelia to process their data as described in our Privacy Policy, and for providing your end users with your own privacy notice.

8. Intellectual Property

Ophelia and its licensors retain all right, title, and interest in and to the Services, including all underlying software, infrastructure, and documentation. These Terms do not grant you any right to use Ophelia’s trademarks, logos, or brand features without our prior written consent.

9. Third-Party Services and End Users

The Services rely on integrations with independent third-party booking and reservation platforms, which are not controlled by Ophelia and may have their own terms, availability, and reliability limitations. Ophelia is not responsible for the acts, omissions, or availability of these third parties.

If you are an individual who was booked a reservation or service through Ophelia’s API by a Customer’s application, your relationship is with that Customer, not with Ophelia. See the “Our Role” section of our Privacy Policy for more detail.

10. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY GIVEN BOOKING ATTEMPT WILL SUCCEED, EXCEPT AS EXPRESSLY SET OUT IN A SIGNED ORDER AGREEMENT.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPHELIA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING FROM YOUR USE OF THE SERVICES. OPHELIA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID TO OPHELIA IN THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Indemnification

You agree to indemnify and hold Ophelia harmless from any claims, damages, or expenses (including reasonable attorneys’ fees) arising from your use of the Services in violation of these Terms, your violation of applicable law, or your failure to obtain necessary end-user consents.

13. Term, Suspension, and Termination

These Terms remain in effect while you use the Services. We may suspend or terminate your access if you materially breach these Terms, engage in fraudulent or abusive conduct, or as required by law or a third-party platform we rely on. You may stop using the Services and close your account at any time.

14. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. Any dispute arising out of these Terms will be resolved in the state or federal courts located in Delaware, and you consent to the exclusive jurisdiction of those courts, except as otherwise specified in a signed Order Agreement.

15. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will update the “Last updated” date above and, where appropriate, notify account holders. Continued use of the Services after changes take effect constitutes acceptance of the revised Terms.

16. General

If any provision of these Terms is found unenforceable, the remaining provisions will remain in full effect. These Terms, together with any applicable Order Agreement, constitute the entire agreement between you and Ophelia regarding the Services.

17. Contact

Questions about these Terms can be sent to team@opheliaos.com.