1. Acceptance of Terms
These Terms of Service (“Terms”) constitute a legally binding agreement between you (“you,” “your,” or “Customer”) and Furtoza Labs Inc., a corporation incorporated under the laws of the Province of British Columbia, Canada (“Furtoza Labs,” “we,” “us,” or “our”), with its principal place of business at 6738 Fraser St, Vancouver, BC V5X 3T7, Canada.
By accessing, using, or subscribing to any services, software, or products provided by Furtoza Labs (collectively, the “Services”), you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. If you do not agree to these Terms, you must not use the Services.
2. Description of Services
Furtoza Labs provides custom domain-specific artificial intelligence (“AI”) systems and related development services for businesses. Our Services may include, but are not limited to:
- Design, development, and deployment of custom AI models and systems tailored to specific industries or use cases
- Integration of AI capabilities into existing business workflows, applications, and infrastructure
- Consulting, training, and support related to AI implementation and optimization
- Ongoing maintenance, updates, and enhancements to deployed AI systems
The specific scope, deliverables, and specifications of Services provided to you will be set forth in a separate statement of work, order form, or service agreement (“Order”) that references these Terms. In the event of any conflict between an Order and these Terms, the Order shall prevail with respect to the specific Services described therein, but these Terms shall govern all other matters.
3. User Accounts and Responsibilities
To access certain Services, you may be required to create an account or provide account credentials. You agree to:
- Provide accurate, current, and complete information when registering or using the Services
- Maintain the security and confidentiality of your account credentials
- Notify us promptly of any unauthorized access to or use of your account
- Accept responsibility for all activities that occur under your account
You agree to use the Services only for lawful purposes and in accordance with these Terms. You shall not use the Services to:
- Violate any applicable law, regulation, or third-party right
- Transmit any malicious code, malware, or content that could harm our systems or third parties
- Attempt to gain unauthorized access to our systems, networks, or the accounts of other users
- Use the Services in any manner that could interfere with, disrupt, or impair the Services or our infrastructure
4. Intellectual Property
Our Intellectual Property. Furtoza Labs retains all right, title, and interest in and to the Services, including all software, algorithms, models, methodologies, documentation, and other materials developed or provided by us, together with all intellectual property rights therein (collectively, “Furtoza IP”). Except as expressly granted in an Order, no license or right to any Furtoza IP is granted to you by implication, estoppel, or otherwise.
Your Intellectual Property. You retain all right, title, and interest in and to your data, content, and pre-existing intellectual property that you provide to us (“Customer Materials”). You grant Furtoza Labs a limited, non-exclusive, royalty-free license to use, process, and store Customer Materials solely as necessary to provide the Services to you.
Deliverables. Unless otherwise specified in an Order, custom deliverables created specifically for you and paid for in full (“Custom Deliverables”) shall be owned by you upon full payment. Furtoza Labs retains the right to use general knowledge, skills, and experience gained in performing the Services, and to use any pre-existing or generic components incorporated into Custom Deliverables.
5. Data and Privacy
Your use of the Services is also governed by our Privacy Policy, which describes how we collect, use, disclose, and protect your personal information.
Furtoza Labs processes personal information in accordance with applicable Canadian privacy laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and the British Columbia Personal Information Protection Act (PIPA). We collect, use, and disclose personal information only for the purposes identified in our Privacy Policy and as necessary to provide the Services. You represent that you have obtained all necessary consents and have provided all required notices to individuals whose personal information you provide to us.
By using the Services, you consent to the collection, use, and disclosure of your information as described in our Privacy Policy. If you have questions about our privacy practices, please contact us using the information provided in Section 13.
6. Confidentiality
Each party agrees to hold in confidence and not disclose to any third party any Confidential Information of the other party, except as permitted by these Terms or with the prior written consent of the disclosing party. “Confidential Information” means any non-public information disclosed by one party to the other, including but not limited to business plans, technical data, customer information, pricing, and the terms of any Order.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) is rightfully obtained from a third party without restriction on disclosure.
The receiving party shall use the same degree of care to protect Confidential Information as it uses to protect its own confidential information of like kind, but in no event less than reasonable care. The obligations under this Section shall survive termination of these Terms for a period of five (5) years.
7. Payment Terms
Unless otherwise specified in an Order, all fees are quoted and payable in Canadian dollars (CAD). You agree to pay all fees in accordance with the payment terms set forth in the applicable Order. Fees may be based on one-time payments, recurring subscriptions, or usage-based pricing, as specified in the Order.
Unless otherwise agreed, invoices are due within thirty (30) days of the invoice date. Late payments may be subject to interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is less. You are responsible for all taxes (other than taxes based on our net income) and government charges imposed on the Services.
We reserve the right to suspend or terminate the Services in the event of non-payment. Disputed amounts must be communicated in writing within fifteen (15) days of the invoice date; failure to do so constitutes acceptance of the invoice.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FURTOZA LABS, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.
IN NO EVENT SHALL OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO FURTOZA LABS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE THOUSAND CANADIAN DOLLARS (CAD $1,000).
Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability shall be limited to the maximum extent permitted by law. The limitations in this Section apply regardless of whether we have been advised of the possibility of such damages.
9. Indemnification
You agree to indemnify, defend, and hold harmless Furtoza Labs, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any third-party right, including any intellectual property or privacy right; (d) any Customer Materials you provide to us; or (e) any dispute between you and a third party relating to the Services.
Furtoza Labs reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you agree to cooperate with us in asserting any available defenses.
10. Termination
Either party may terminate these Terms or any Order upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice of the breach. Furtoza Labs may suspend or terminate your access to the Services immediately, without prior notice, if we reasonably believe you have violated these Terms or if required by law.
Upon termination, your right to use the Services will cease immediately. Sections that by their nature should survive termination shall survive, including but not limited to Sections 4 (Intellectual Property), 6 (Confidentiality), 8 (Limitation of Liability), 9 (Indemnification), and 11 (Governing Law).
If you have prepaid for Services, we will refund any unused portion on a pro-rata basis, unless termination is due to your material breach, in which case no refund shall be due.
11. Governing Law
These Terms and any dispute arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles.
You agree that any legal action or proceeding arising out of or relating to these Terms or the Services shall be brought exclusively in the courts of the Province of British Columbia, and you irrevocably submit to the personal jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
12. Changes to Terms
Furtoza Labs reserves the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website and updating the “Last updated” date. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the revised Terms.
If you do not agree to the modified Terms, you must stop using the Services. For material changes that adversely affect your rights, we will use commercially reasonable efforts to provide at least thirty (30) days’ advance notice. If you have an active Order, the Terms in effect at the time the Order was executed will govern that Order unless otherwise agreed in writing.
13. Contact Information
If you have any questions about these Terms of Service, please contact us:
Furtoza Labs Inc.
6738 Fraser St
Vancouver, BC V5X 3T7
Canada
Email: legal@furtoza.com
We will respond to your inquiry as promptly as reasonably possible.