Terms of Service

Welcome to Eutacap. These Terms of Service ("Terms") govern your access to and use of our website, products, and services (collectively, the "Services"). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Services.

1. Acceptance of Terms

By creating an account, accessing our website, or using any of our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy. These Terms constitute a legally binding agreement between you and Eutacap.

If you are using our Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and your agreement to these Terms will be treated as the agreement of the organization.

2. Description of Services

Eutacap provides AI-powered automation solutions designed to enhance business operations, including but not limited to:

• SalesOps Employee AI automation
• IT Support automation systems
• HR Support automation tools
• Consulting and implementation services
• Custom AI solution development

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuance of our Services.

2.1 Beta/Preview Features

We may offer features identified as beta, preview, early access, or evaluation ("Beta Features"). Beta Features are provided "as is," may be suspended at any time, are excluded from SLAs and support commitments, and may not be production-ready. You assume all risks associated with using Beta Features.

3. Account Registration and Security

3.1 Account Creation

To access certain features of our Services, you may be required to create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Keep your password confidential and secure
• Notify us immediately of any unauthorized access or security breach
• Accept responsibility for all activities that occur under your account

3.2 Account Eligibility

You must be at least 18 years of age to create an account and use our Services. By creating an account, you represent that you meet this age requirement and have the legal capacity to enter into these Terms.

3.3 Account Termination

We reserve the right to suspend or terminate your account at any time, without prior notice, if we believe you have violated these Terms or engaged in fraudulent, illegal, or harmful activities.

4. Acceptable Use Policy

You agree to use our Services only for lawful purposes and in accordance with these Terms. You must not:

• Violate any applicable laws, regulations, or third-party rights
• Engage in fraudulent, deceptive, or misleading activities
• Transmit viruses, malware, or other harmful code
• Attempt to gain unauthorized access to our systems or networks
• Interfere with or disrupt the integrity or performance of our Services
• Use automated systems (bots, scrapers) without our written permission
• Reverse engineer, decompile, or disassemble any aspect of our Services
• Use our Services to spam, harass, or harm others
• Impersonate any person or entity or misrepresent your affiliation
• Collect or harvest personal information from other users

Violation of this Acceptable Use Policy may result in immediate termination of your account and legal action.

4.2 API and Fair Use

We may set or modify usage limits (e.g., requests per minute, concurrent jobs, storage). You agree not to circumvent rate limits or quotas. We may throttle, suspend, or revoke access to protect the stability or security of the Services.

5. Intellectual Property Rights

5.1 Our Intellectual Property

All content, features, and functionality of our Services, including but not limited to text, graphics, logos, icons, images, audio, video, software, and code, are owned by Eutacap or our licensors and are protected by copyright, trademark, patent, and other intellectual property laws.

5.2 Limited License

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Services for your internal business purposes, subject to these Terms. This license does not include any right to:

• Resell or commercially exploit our Services
• Modify, copy, or create derivative works
• Use our Services for competitive purposes
• Remove or alter any proprietary notices or labels

5.3 Your Content

You retain ownership of any data, content, or materials you upload to our Services. By uploading content, you grant us a worldwide, non-exclusive, royalty-free license to use, store, process, and display your content solely for the purpose of providing our Services to you.

6. Subscription and Payment Terms

6.1 Pricing and Fees

Our Services are offered on a subscription basis or under custom service agreements. Pricing is specified in your service plan or quotation. All fees are non-refundable unless otherwise stated in writing.

6.2 Billing and Payment

You agree to:

• Provide valid payment information
• Pay all fees on time according to your billing cycle
• Authorize automatic recurring charges (if applicable)
• Pay any applicable taxes, duties, or fees

Invoices are deemed accepted unless disputed in writing within 15 days of receipt.

6.3 Late Payment and Suspension

Failure to pay fees when due may result in suspension or termination of your account. We reserve the right to charge interest on overdue amounts at the rate of 1.5% per month or the maximum rate permitted by law.

6.4 Price Changes

We may change our pricing at any time. We will provide you with at least 30 days' notice before any price increase takes effect. Your continued use of our Services after the price change constitutes acceptance of the new pricing.

6.5 Cancellations and Refunds

Subscriptions renew automatically unless cancelled before the end of the current term. Fees are non-refundable except where required by law or expressly stated in an Order Form. For annual terms, cancellation takes effect at the end of the current term.

6.6 Free Trials

If you are on a free trial, the Services are provided "as is" and may be terminated at any time. At trial end, continued use requires a paid plan or a written agreement.

7. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of our business relationship. Confidential information includes, but is not limited to:

• Business strategies, financial information, and trade secrets
• Technical data, source code, and algorithms
• Customer lists and pricing information
• Any information marked as "Confidential"

This obligation survives termination of these Terms and continues for a period of three (3) years thereafter.

8. Data Protection and Privacy

Your use of our Services is also governed by our Privacy Policy, which explains how we collect, use, and protect your personal information. By using our Services, you consent to our data practices as described in the Privacy Policy. If you process personal data using our Services, you are responsible for complying with applicable data protection laws, including GDPR, CCPA, and other relevant regulations.

Data Processing Addendum (DPA) and HIPAA. If you process Personal Data via the Services, our Data Processing Addendum (DPA) forms part of these Terms upon execution. The Services are not designed for Protected Health Information (PHI) unless a separate Business Associate Agreement (BAA) is in effect. Absent a signed BAA, you must not upload or process PHI.

9. Warranties and Disclaimers

9.1 Service Availability

We strive to provide reliable and uninterrupted Services, but we do not guarantee that our Services will be available 24/7 or free from errors, bugs, or interruptions. We may perform scheduled maintenance that temporarily affects service availability.

9.2 Disclaimer of Warranties

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

To the fullest extent permitted by law, we disclaim all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and title. We do not warrant that our Services will meet your requirements or expectations, or that results obtained from using our Services will be accurate or reliable.

9.3 AI Output Disclaimer

The Services may generate content using artificial intelligence. AI-generated outputs can be incorrect, incomplete, or not fit for a particular purpose. You are solely responsible for independently reviewing, validating, and approving any AI-generated content before relying on it for business-critical use.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EUTACAP SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES.

Our total liability to you for any claims arising out of or related to these Terms or our Services shall not exceed the amount you paid us in the twelve (12) months preceding the claim, or $100 USD, whichever is greater.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you in their entirety.

11. Indemnification

11.1 Your Indemnity

You agree to indemnify, defend, and hold harmless Eutacap, its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your violation of these Terms
• Your use or misuse of our Services
• Your violation of any third-party rights
• Any content or data you provide to us
• Your breach of applicable laws or regulations

11.2 Our IP Indemnity

We will defend you against third-party claims alleging that your authorized use of the Services directly infringes a patent, copyright, or trademark, and we will pay amounts finally awarded, provided that you promptly notify us, grant us sole control of the defense, and cooperate.

We may (a) procure the right for you to continue using the Services, (b) modify the Services to be non-infringing, or (c) terminate the impacted Services and refund prepaid, unused fees.

This obligation does not apply to claims arising from combinations with non-Eutacap products, unauthorized use, or your content.

12. Third-Party Services and Links

Our Services may integrate with or contain links to third-party websites, applications, or services. We do not control and are not responsible for the content, privacy policies, or practices of any third parties. Your use of third-party services is at your own risk, and you should review their terms and policies before using them.

13. Termination

13.1 Termination by You

You may terminate your account at any time by contacting us or using the account deletion feature (if available). Termination does not relieve you of any payment obligations for services already provided.

13.2 Termination by Us

We may suspend or terminate your access to our Services immediately, without notice, if you violate these Terms, engage in fraudulent activity, or pose a security risk.

13.3 Data Export and Deletion

For 30 days after termination (unless prohibited by law), you may request an export of your data in a commercially reasonable format. After that period, we may delete or de-identify your data subject to legal retention obligations and backups. Upon termination, your right to use our Services will cease immediately. Sections of these Terms that by their nature should survive termination (including indemnification, limitation of liability, and dispute resolution) will remain in effect.

14. Dispute Resolution and Governing Law

14.1 Governing Law

These Terms are governed by the laws of the Province of Ontario, Canada, without regard to conflict-of-laws rules.

14.2 Dispute Resolution

The parties shall first attempt to resolve disputes through good-faith negotiations. If unresolved within 30 days, the dispute shall proceed to mediation administered by the ADR Institute of Canada (ADRIC).

14.3 Arbitration

If mediation fails, the dispute shall be finally resolved by binding arbitration under the ADRIC Arbitration Rules, by a single arbitrator, seated in Toronto, Ontario, and conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.

14.4 Class Action Waiver

To the fullest extent permitted by law, disputes are resolved on an individual basis; class/representative actions are waived.

15. Force Majeure

We shall not be liable for any failure or delay in performance due to causes beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labor strikes, cyberattacks, government actions, or failures of third-party service providers.

16. Changes to These Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website with a new "Last Updated" date, and by sending you an email notification (if you have provided an email address). Your continued use of our Services after the changes take effect constitutes your acceptance of the modified Terms.

17. General Provisions

17.1 Entire Agreement

These Terms, together with our Privacy Policy and any other written agreements, constitute the entire agreement between you and Eutacap regarding our Services.

17.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

17.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

17.4 Assignment

You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms to any affiliate or in connection with a merger, acquisition, or sale of assets.

17.5 No Agency

Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between you and Eutacap.

17.6 Export Compliance and Sanctions

You represent that you are not subject to sanctions or located in an embargoed jurisdiction and that you will comply with applicable export control and sanctions laws of Canada, the United States, the European Union, and other relevant authorities.

17.7 Publicity

Unless you opt out by written notice, we may identify you as a customer and use your name and logo in customer lists, websites, and marketing materials, provided we follow your published brand guidelines.

17.8 Open-Source Software

The Services may include components subject to open-source licenses. Those components are provided under their respective licenses. In case of conflict between these Terms and an open-source license, the open-source license controls for that component.

18. Contact Information

If you have any questions, concerns, or requests regarding these Terms, please contact us:

19. Acknowledgment

BY USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE OUR SERVICES.