By accessing or using any Opcelerate Neural product, platform, or service (collectively, the "Services"), you ("Client", "you", "your") agree to be bound by these Terms of Service ("Terms"). If you are accepting on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms.
We may modify these Terms at any time by posting the revised version on our website with an updated "Effective Date." Continued use of the Services after any modification constitutes acceptance of the revised Terms. Material changes will be communicated via email to the primary account holder not less than 30 days before taking effect.
Where a Master Services Agreement ("MSA") exists between you and the Company, the MSA shall prevail over these Terms to the extent of any conflict. These Terms supplement the MSA and govern general product use.
The Company provides AI-powered software-as-a-service platforms for industrial intelligence, including but not limited to:
Our products incorporate artificial intelligence and machine learning technologies, including proprietary neural engines (the "Core Engine"). AI-generated outputs are provided as decision-support tools and do not constitute professional advice. Clients retain full responsibility for decisions made using AI-assisted recommendations. The Company does not guarantee the accuracy, completeness, or fitness for purpose of any AI-generated output.
The Company targets a 99.5% uptime service level for all production platforms, measured monthly. Scheduled maintenance windows will be communicated not less than 48 hours in advance. Emergency maintenance is excluded from uptime calculations.
You must provide accurate, complete, and current information during registration. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.
Access to the Services is limited to the number of authorized users specified in your subscription or MSA. You shall not share credentials or allow unauthorized persons to access the Services. Each user must have a unique login.
You shall immediately notify the Company of any unauthorized use of your account or any security breach. The Company is not liable for any loss arising from your failure to maintain account security.
You may use the Services solely for your internal business operations in accordance with the applicable documentation and these Terms.
You shall not:
API usage is subject to rate limits and fair use policies as specified in the applicable documentation. The Company reserves the right to throttle or suspend access for excessive use that materially impacts service quality for other clients.
All rights, title, and interest in and to the Services, including all software, algorithms, AI models, neural networks, training methodologies, interfaces, documentation, and trade secrets (collectively, "Company IP") are and shall remain the exclusive property of Opcelerate Neural Inc. Nothing in these Terms grants you any ownership interest in the Company IP.
Subject to your compliance with these Terms and payment of applicable fees, the Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services during the subscription term for your internal business purposes only.
You retain all ownership rights in the data you upload to or process through the Services ("Client Data"). You grant the Company a limited license to use, process, and store Client Data solely as necessary to provide the Services. The Company will not use Client Data for any purpose other than service delivery without your prior written consent.
Any suggestions, enhancement requests, or other feedback you provide regarding the Services ("Feedback") shall become the property of the Company. The Company may use, reproduce, and incorporate Feedback without restriction or compensation.
"Opcelerate Neural", "Neural Scout", "Neural Shield", "PulseLink", "Pulseware", "Core Engine", and related logos are trademarks of Opcelerate Neural Inc. You shall not use any Company trademark without prior written consent.
Fees are as specified in your MSA, SOW, or applicable order form. All fees are quoted in Canadian dollars (CAD) unless otherwise specified and are exclusive of applicable taxes.
Invoices are due Net 30 from the date of invoice unless otherwise agreed. Late payments accrue interest at 1.5% per month (18% per annum), compounded monthly, or the maximum rate permitted by law, whichever is lower.
The Company may suspend access to the Services upon 15 days' written notice if any invoice remains unpaid for more than 30 days past due. Suspension does not relieve you of payment obligations.
You are responsible for all applicable taxes (including GST/HST) arising from your use of the Services, excluding taxes on the Company's income. The Company will charge applicable taxes on invoices as required by law.
The Company's collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.
The Company implements industry-standard technical and organizational measures to protect Client Data, including encryption at rest (AES-256) and in transit (TLS 1.2+), role-based access controls, regular backups, and security monitoring.
Client Data is stored within Canada unless otherwise specified in your MSA. The Company will not transfer Client Data outside of Canada without your prior written consent, except as required for service delivery using approved sub-processors.
Where required by applicable privacy legislation (including PIPA and PIPEDA), the parties shall execute a Data Processing Agreement governing the processing of personal information.
The Company warrants that:
EXCEPT AS EXPRESSLY SET OUT IN SECTION 8.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
AI-generated recommendations, predictions, scores, and analyses are provided for informational and decision-support purposes only. The Company makes no warranty as to the accuracy, reliability, or completeness of any AI-generated output. You are solely responsible for evaluating and acting upon AI-generated information.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The limitations in Sections 9.1 and 9.2 do not apply to: (a) the Company's breach of confidentiality obligations; (b) the Company's gross negligence or willful misconduct; or (c) either party's indemnification obligations.
The Company shall indemnify, defend, and hold harmless the Client from any third-party claim that the Services infringe any Canadian intellectual property right, provided the Client: (a) promptly notifies the Company; (b) grants the Company sole control of the defense; and (c) cooperates fully.
You shall indemnify, defend, and hold harmless the Company from any third-party claim arising from: (a) your use of the Services in violation of these Terms; (b) your Client Data; or (c) your violation of applicable law.
These Terms are effective upon your first access to the Services and continue until terminated in accordance with this Section or the applicable MSA.
Either party may terminate the subscription by providing 90 days' written notice before the end of the current term. Early termination does not entitle Client to a refund of prepaid fees.
Either party may terminate immediately upon written notice if the other party: (a) breaches a material term of these Terms and fails to cure within 30 days of written notice; (b) becomes insolvent, makes an assignment for creditors, or enters bankruptcy proceedings.
Upon termination:
Sections 5 (IP), 7 (Data), 8 (Warranties), 9 (Liability), 10 (Indemnification), and 13 (Governing Law) survive termination of these Terms.
Each party agrees to hold in confidence all non-public information received from the other party ("Confidential Information") and to use it solely for the purposes of these Terms. Confidential Information excludes information that: (a) is publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed; or (d) is disclosed pursuant to a legal requirement.
Confidentiality obligations survive for three (3) years following termination of these Terms, or indefinitely for trade secrets.
These Terms shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Alberta, sitting in Edmonton.
Neither party shall be liable for failure to perform due to causes beyond its reasonable control, including natural disasters, acts of government, pandemic, internet outages, or third-party service failures, provided the affected party gives prompt written notice and uses commercially reasonable efforts to mitigate.
You may not assign these Terms without the Company's prior written consent. The Company may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.
These Terms, together with any applicable MSA, SOW, and Privacy Policy, constitute the entire agreement between the parties regarding the subject matter hereof.
If any provision is found unenforceable, the remaining provisions continue in full force and effect.
Failure to enforce any provision shall not constitute a waiver of that provision or any other provision.
You consent to receiving communications electronically. Electronic communications satisfy any requirement for "written" notices pursuant to the Electronic Transactions Act, S.A. 2001, c. E-5.5.
Questions about these Terms should be directed to:
Opcelerate Neural Inc.
[ADDRESS], Alberta, Canada
Email: [legal@opcelerate.com]
Phone: [PHONE]