Terms and Conditions

Please read these terms and conditions (the "Terms") carefully before accessing or using the Autographical service via cloud.autographical.ai or through a separate application installed on a device (for example via desktop, browser extension, or your smartphone) or in connection with other websites or services (together, or individually, the "Service") operated and provided to you by Nice Computer Company, Inc.

The Terms constitute a binding legal agreement between you as a customer and user of the Service ("you") and Nice Computer Company, Inc., registered offices at 2031 Store Street, Victoria BC, V8T 5L9, Canada ("Autographical," "we," or "us").

If you have any questions regarding these Terms, please find our contact details below in Section 22, "Contact Details."

1. Acceptance

By clicking "Accept" or by accessing and using the Service, you agree to be legally bound by these Terms. Your access to and use of the Service is conditioned upon your acceptance and continued compliance with the Terms.

These Terms apply to any use of the Service, whether in connection with a paid or unpaid subscription.

If you disagree with or breach any part of the Terms, then you do not have the right to access or use the Service. We reserve the right to temporarily or permanently pause or stop your access to the Service if you do not comply with these Terms.

If you are accessing or using the Service on behalf of a business or entity, then your business or entity is legally and financially responsible for your access to and use of the Service as well as for the use of your account by others affiliated with your entity, including any employees, agents, or contractors.

2. Access to the Service

The Service is offered as a software-as-a-service, meaning that software and functionality are provided to you as a service and not as permanent licensed software, through your web browser or downloadable applications (such as a desktop app, mobile app, browser extension, tool plugins, and connections) (each an "App").

2.1. Limited right to access and use the Service

Autographical grants to you, for the duration of these Terms, a revocable, non-transferable, non-sublicensable, non-exclusive, and limited right to access and use the Service, as made available by Autographical from time to time, strictly in accordance with these Terms, solely for your internal purposes, and subject to timely payments of any fees hereunder. You acknowledge and agree that your right to access and use the Service is not tied to any particular version or function at any given time.

2.2. Limited end user license to our App

If you access and use the Service through an App, Autographical hereby grants you, for the duration of these Terms, a revocable, non-transferable, non-sublicensable, non-exclusive, and limited right to install the relevant App on devices controlled by you and to access and use the Service on the device through the relevant App strictly in accordance with these Terms and the license granted to you under Section 2.1 above, as well as subject to timely payments of any fees due hereunder.

2.3. You must provide the required hardware

You are responsible for having an internet connection and all other required software, hardware, or equipment to access and use the Service. We cannot guarantee that the Service can be accessed and used on any specific device or software. Nor do we guarantee that the Service will be available in any particular geographic location.

We strive to keep our Service available as much as possible, but we do not guarantee that the Service will always be accessible as it is delivered throughout the internet.

3. Account Registration

To access and use the Service you must register as a user and create an account with us. To register an account, access, and use the Service, you must provide us with certain personal data. For information regarding how we process your personal data, please see our Privacy Policy.

To register an account and access the Service, you must be at least eighteen years old. The Service is not intended for anyone under the age of eighteen.

By registering an account, you acknowledge and agree that you will: (a) provide true, accurate, current, and complete information as requested when registering an account; and (b) maintain and update this registration information to keep it true, accurate, current, and complete.

You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to any device that you use for accessing the Service. You hereby accept sole responsibility for all activities that occur under your account or password.

4. Subscriptions, Free Trials, and Fees

4.1. Free version and subscriptions

Some parts of the Service may be, at Autographical's sole discretion, made available on a paid subscription basis ("Subscription"). You will be billed in advance on a monthly or yearly recurring and periodic basis ("Billing Cycle"). At the end of each Billing Cycle, your Subscription will automatically renew and your payment method will automatically be charged at the start of each new Subscription period for the fees and taxes applicable to that Billing Cycle, unless you cancel your Subscription prior to renewal. You may cancel your Subscription at any time. However, you will not receive a refund for the fees you already paid for your current Subscription period and you will be able to access the Service until the end of your current Subscription.

Autographical may offer some limited or restricted parts of the Service to you for free as a free version of the Service. Autographical reserves the right to amend or change which parts or features of the Service are offered for free, provided that Autographical offers you reasonable advance notice before any such changes.

4.2. Free trial

Autographical may, at its sole discretion, offer a Subscription as a free trial ("Free Trial"). You may terminate your Free Trial without any fees until the last day of your Free Trial. If you do not cancel your Free Trial, then you may choose to convert your Free Trial membership into a paid Subscription at the end of the trial period. At such a time, you will automatically be charged with the applicable Subscription fees for the type of Subscription you have selected.

Autographical may, at any time and without notice, modify the terms of any Free Trial offer, cancel any Free Trial offer, or cancel any Free Trial subscription at any time.

4.3. Fees and fee changes

For a list of our current fees and subscription fees, please refer to our pricing page ("Fees").

We reserve the right to change or modify the applicable Fees at any time and in our sole discretion (a "Fee Change"). The Fee Change will become effective at the end of the then-current Billing Cycle. You will be notified of any Fee Changes a reasonable time in advance before the Fee Change comes into effect. Your continued use of the Service after the Fee Change comes into effect constitutes your acceptance of and agreement to pay the new Fees.

5. Payment Terms

You have a duty to fully pay for all products and services ordered. You are responsible for providing Autographical with valid credit card or other payment information to secure payment. We reserve the right to cancel any order if the payment information you provide is not valid. Payment may be processed in cooperation with third-party payment providers.

You authorize Autographical to automatically charge your payment method the agreed Fees in accordance with the payment terms. You are responsible for paying all applicable taxes and for all hardware, software, internet, and other costs you incur to access the Service.

6. Content and User Content

6.1. Definitions

"Content" means information, text, documents, files, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, submitted, entered, uploaded, generated, provided, or otherwise made available through the Service.

"User Content" means any Content entered, uploaded, submitted, or otherwise provided to the Service by or on behalf of you, and any content which is provided to the Service at your request or instigation.

6.2. You are responsible for your User Content

We do not claim ownership of any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your User Content. You are solely responsible for all your User Content.

You represent and warrant: (a) that you have all the necessary rights in and to the User Content to grant us the license granted in Section 6.3 below; (b) that neither your User Content nor your use or provision thereof infringes any intellectual property rights, or other rights, of a third party; (c) that your User Content will not contain viruses or other harmful or malicious code; and (d) that your User Content will not affect the stability of or access to the Service.

6.3. Rights to User Content granted to Autographical

In order for the Service to function properly and to enable us to provide you the Service, you grant Autographical, by entering, uploading, or making any User Content available through the Service, a non-exclusive, worldwide, royalty-free right to host, cache, store, reproduce, transmit, and modify your User Content. This includes transfer to AI models for processing and augmentation. Autographical may sublicense the aforementioned rights solely for the purpose of hosting, maintaining, and providing the Service.

Autographical will not use your User Content to train artificial intelligence models. Our agreements with AI providers contractually prohibit them from using your data for model training.

Other than the above license and as otherwise set out in these Terms, as between Autographical and you, you retain any and all of your rights to your User Content. Autographical will not use your User Content for other purposes than stated herein without your prior consent.

6.4. Sharing User Content with integrations

When you connect AI systems, third-party services, or other integrations to your Autographical account, you authorize Autographical to transmit relevant portions of your User Content to those systems as necessary to provide the requested functionality. You are responsible for reviewing the terms and privacy policies of any third-party service you connect. Autographical is not liable for how third-party services process your User Content once transmitted at your direction.

6.5. Download of User Content

Through the Service you may generate and access a link via which you may access and download your User Content that is stored in the Service and connected to your account.

7. Removal of User Content

7.1. Your removal of your User Content

You may remove User Content by deleting it. You may also make your User Content inaccessible.

7.2. Autographical's right to remove Content

We reserve the right to, at any time and without notice, remove, modify, or make inaccessible any Content including User Content that we deem, in our sole discretion, to be in breach of: (a) the representations and warranties in Section 6.2 above; (b) our code of conduct in Section 8; (c) applicable law; or (d) any provisions of these Terms.

We reserve the right to investigate violations of these Terms or conduct that affects the Service. We may also consult or cooperate with law enforcement authorities to prosecute users who violate the law.

7.3. Deleted User Content

Following the deletion of your User Content, either by Autographical or you, the User Content can no longer be seen or accessed via the Service. Deleted content may be stored on our servers for a maximum of 30 days before complete erasure. However, Autographical makes no guarantee that deleted User Content will be stored, accessible, or possible to retrieve after deletion. You are solely responsible for ensuring that your User Content is sufficiently secure through backup copies.

8. Code of Conduct

You agree to abide by all applicable laws and regulations when accessing and using the Service. Your continued access to and use of the Service is subject to proper conduct and compliance with these Terms.

You are prohibited from any of the following, unless applicable law prohibits these restrictions or you have our prior written consent:

• Introduce any viruses, trojan horses, worms, logic bombs, or other materials that are malicious or technologically harmful
• Access or use the Service in any manner that could disable, overburden, damage, or disrupt the Service
• Duplicate, decompile, reverse engineer, disassemble, or decode the Service
• Attempt to gain unauthorized access to, interfere with, or damage the Service, accounts registered to other users, or connected systems
• Circumvent, remove, alter, deactivate, or thwart any technological measure or content protections of the Service
• Use any automatic device, process, software, or queries that intercepts, "mines," scrapes, or otherwise accesses the Service to monitor, extract, copy, or collect information
• Use the Service for illegal, harassing, unethical, or disruptive purposes
• Violate any applicable law or regulation in connection with your use of the Service
• Otherwise access or use the Service in any manner not expressly permitted under these Terms

9. Account Suspension and Termination

You may terminate your account at any time through the user settings or by contacting us at the contact details set out in Section 22 below. If you terminate your account, all your User Content and other account-related information will become inaccessible.

We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, for any reason whatsoever pursuant to our sole discretion.

10. Ambient Tracking

Autographical may offer ambient tracking features that passively capture context from your digital activity. By enabling these features, you agree that:

• Ambient tracking is opt-in and disabled by default
• You may pause, limit, or disable ambient tracking at any time through your account settings
• Derived data is encrypted at rest and stored in your selected data region
• You retain full ownership of all derived data and may access, export, or delete it at any time
• Autographical will not use ambient data or derived data for advertising, user profiling, or any purpose other than providing and improving the Service

For more detail on how ambient data is processed, please see our Privacy Policy.

11. AI Processing

Autographical integrates AI capabilities powered by third-party providers, including OpenAI and Anthropic ("AI Providers"). By using AI-powered features, you agree that:

• Portions of your User Content relevant to the specific feature may be transmitted to the applicable AI Provider via encrypted API connections for processing
• Data is transmitted solely to generate the requested output and is not stored by the AI Provider beyond the duration of the request
• Our agreements with AI Providers contractually prohibit them from using your data to train, retrain, or fine-tune any machine learning model

12. Privacy

We are committed to protecting the privacy of our users and will process personal data in accordance with applicable privacy laws. For information regarding how we process your data in relation to our Service, please see our Privacy Policy.

13. Intellectual Property

All rights in and to the Service and Content (excluding User Content), including any trademarks, service marks, trade names, and copyright-protected content (collectively "Intellectual Property") presented within the Service are the property of Autographical and/or our respective licensors. You agree to not use Intellectual Property for any other purposes except for your use of the Service. You agree to not remove, alter, or obscure any Intellectual Property incorporated in or accompanying the Service.

14. Feedback

We welcome suggestions for improvements to the Service, comments, and other feedback ("Feedback"). However, by giving us your Feedback you acknowledge and expressly agree that your Feedback will not grant you any right, title, or interest in the Service or in the Feedback itself. All Feedback will become the sole and exclusive property of Autographical. By providing us with Feedback, you assign to Autographical any and all right, title, and interest in the Feedback.

15. Third-Party Services

Our Service may contain links to other services or websites. Autographical does not own or control such services, applications, or websites offered by third parties ("Third-Party Offerings"). Our Service may also enable you to import or interface with Third-Party Offerings.

Autographical does not endorse any Third-Party Offerings that may be available through the Service. You acknowledge that Autographical does not control and does not review or evaluate any Third-Party Offerings. Autographical assumes no responsibility for the products, services, content, or data processing practices of any third parties.

You should carefully review the respective conditions of use and privacy policies for each third-party service that you interact with.

16. Term and Termination

These Terms apply from the moment you start using the Service the first time and will remain in force for as long as neither you nor we terminate these Terms.

Both you and we may terminate this Agreement at any time. You may however not terminate these Terms as long as you are using the Service. Please contact us if you wish to delete your account and terminate these Terms. Obligations arising from any breach of contract during the term of these Terms will not be affected by termination.

All provisions of the Terms which by their nature should survive termination shall survive termination.

17. Indemnification

Your use of the Service constitutes your agreement to defend, indemnify, and hold harmless Autographical, its partners, affiliates, licensors, and suppliers, and their respective members, employees, contractors, officers, directors, and agents from and against any actions, claims, demands, liability, costs, and expenses, including attorneys' fees, resulting from or arising out of (a) your use or misuse of or access to the Service by you or any person using your account and password; (b) any User Content that you have provided, entered, or uploaded to the Service; or (c) your breach of these Terms.

18. Limitation of Liability

IN NO EVENT WILL AUTOGRAPHICAL, NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; (C) ANY CONTENT OBTAINED FROM THE SERVICE; AND (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AUTOGRAPHICAL'S ENTIRE AND MAXIMUM LIABILITY UNDER ANY PROVISION OF THESE TERMS WILL BE LIMITED TO A TOTAL AMOUNT OF THE SUBSCRIPTION FEES PAID BY YOU IN THE TWELVE MONTHS PRECEDING THE CAUSE OF THE CLAIM.

19. Warranty Disclaimer

The Service is provided to you by Autographical on an "AS IS" and "AS AVAILABLE" basis. To the fullest extent permissible by applicable law, Autographical disclaims all warranties, whether express or implied, including but not limited to any warranties of merchantability, fitness for a particular purpose, and non-infringement.

20. Governing Law

Your use of the Service and these Terms are governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, excluding conflict of law rules. Your use of the Service may also be subject to other local, provincial, state, or national laws.

21. Dispute Resolution

In the event of a dispute between Autographical and you, the parties shall engage in informal, good-faith discussions to resolve it. If the parties are unable to resolve the dispute informally within thirty (30) days, either party may commence formal proceedings.

Any dispute arising out of or relating to these Terms that cannot be resolved informally shall be submitted to the exclusive jurisdiction of the courts of the Province of British Columbia, located in Victoria, British Columbia, Canada. Each party irrevocably submits to the jurisdiction of those courts and waives any objection to venue.

22. Contact Details

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

Nice Computer Company, Inc. Email: legal@autographical.ai

23. Changes to these Terms

We may update these Terms from time to time. When we make material changes, we will update the "Last Updated" date at the top of this page and provide you with prior notice via the Service or email at least thirty (30) days before the changes take effect.

Your continued use of the Service after the effective date of revised Terms constitutes acceptance of the updated terms. If you do not agree to the revised Terms, you must discontinue use of the Service and may request deletion of your account.

24. Miscellaneous

If any provision of these Terms is found invalid or unenforceable, the remaining provisions remain in full force. The invalid provision shall be replaced by a valid provision that best reflects the parties' original intent.

These Terms state the entire agreement between the parties and supersede all prior representations, agreements, and understandings relating to its subject matter.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to these Terms.