Terms of Service

1. Definitions

• "Enterprise Client" refers to the organization that has executed an Enterprise Agreement or Order Form for access to the Inkscribe AI Enterprise platform.
• "Users" refers to individuals authorized by the Enterprise Client to access and use the platform under the Client's subscription.
• "Document Data" refers to all documents, files, and content uploaded to the platform by the Enterprise Client or its Users for processing.
• "Confidential Information" refers to any non-public information disclosed by either party, including business plans, technical specifications, pricing, and Document Data.
• "Platform" refers to the Inkscribe AI Enterprise software-as-a-service application, including all features, APIs, and related services.

2. License Grant

Subject to these Terms and the applicable Enterprise Agreement, Yo! No Code grants the Enterprise Client a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Inkscribe AI Enterprise platform during the subscription term, solely for the Client's internal business operations.

The license is limited to the number of Users, workspaces, and processing volumes specified in the applicable Order Form. Any use beyond these limits requires a subscription upgrade or additional add-on purchases.

3. Acceptable Use Policy

Enterprise Clients and their Users agree not to:

• Upload, process, or store content that is illegal, harmful, or violates applicable laws or regulations.
• Attempt to gain unauthorized access to the platform, other users' accounts, or any systems or networks connected to the platform.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the platform.
• Use the platform for competitive benchmarking or to build a competing product without prior written consent.
• Resell, sublicense, or provide access to the platform to any third party outside the Enterprise Client's organization.

4. Subscription and Billing

• Billing Cycles: Subscriptions are billed on a monthly or annual basis as specified in the Order Form. Annual subscriptions receive a 15% discount.
• Payment Terms: Enterprise clients are invoiced Net 30 unless otherwise agreed in the Enterprise Agreement. Government and public sector clients may negotiate extended payment terms.
• Late Payment: Overdue invoices accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Access may be suspended for invoices overdue by more than 60 days.
• Price Changes: Pricing for renewal terms may be adjusted with 90 days' written notice prior to the renewal date.
• Taxes: All fees are exclusive of applicable taxes. Enterprise Clients are responsible for all sales, use, and value-added taxes.

5. Service Level Agreement

• Uptime Commitment: We commit to 99.9% platform availability, measured on a monthly basis, excluding scheduled maintenance.
• Maintenance Windows: Scheduled maintenance is performed during off-peak hours (Saturday 2:00–6:00 AM ET) and communicated at least 72 hours in advance.
• SLA Credits: If uptime falls below 99.9% in a calendar month, Enterprise Clients are entitled to service credits: 99.0%–99.9% = 10% credit; 95.0%–99.0% = 25% credit; below 95.0% = 50% credit — applied to the following month's invoice.
• Custom SLAs: Enterprise Supreme clients may negotiate custom SLA terms, including guaranteed response times and dedicated infrastructure commitments.

6. Data Processing

The Enterprise Client retains full ownership of all Document Data uploaded to the platform. Yo! No Code acts as a Data Processor under applicable data protection laws.

• Document Data is processed solely for the purpose of delivering the contracted services.
• No AI Training: We do not use Enterprise Client Document Data to train, fine-tune, or improve any AI or machine learning models without explicit written consent.
• Data processing activities are governed by the Data Processing Agreement (DPA), available on request and incorporated by reference into these Terms.

7. Confidentiality

• Mutual Obligations: Both parties agree to protect the other's Confidential Information with at least the same degree of care used for their own confidential information, but no less than reasonable care.
• Exceptions: Confidentiality obligations do not apply to information that is publicly available, independently developed, rightfully received from a third party, or required to be disclosed by law.
• Survival: Confidentiality obligations survive for 3 years following the termination or expiration of the Enterprise Agreement.

8. Intellectual Property

• Platform IP: The Inkscribe AI Enterprise platform, including all software, algorithms, user interfaces, documentation, and trademarks, is owned exclusively by Yo! No Code and its licensors.
• Client Data IP: The Enterprise Client retains all intellectual property rights in and to their Document Data, outputs, and any content generated from their documents.
• Feedback: Any suggestions or feedback provided by the Client regarding the platform may be used by Yo! No Code for product improvement without obligation or compensation.

9. Limitation of Liability

• Liability Cap: Each party's total aggregate liability under these Terms shall not exceed the total fees paid by the Enterprise Client in the 12 months immediately preceding the event giving rise to the claim.
• Consequential Damages: Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunities.
• Force Majeure: Neither party shall be liable for any delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, pandemic, or government actions.
• Exceptions: The limitations above do not apply to breaches of confidentiality, intellectual property infringement, or willful misconduct.

10. Indemnification

• By Yo! No Code: We will indemnify, defend, and hold harmless the Enterprise Client against third-party claims alleging that the platform infringes any valid patent, copyright, or trademark.
• By Enterprise Client: The Enterprise Client will indemnify Yo! No Code against third-party claims arising from the Client's Document Data, use of the platform in violation of these Terms, or the Client's breach of applicable laws.
• Procedure: The indemnified party must provide prompt written notice and reasonable cooperation. The indemnifying party shall have sole control of the defense.

11. Termination

• Termination for Cause: Either party may terminate the agreement if the other party materially breaches these Terms and fails to cure the breach within 30 days of written notice.
• Effect of Termination: Upon termination, the Enterprise Client's access to the platform will be suspended. All fees owed through the termination date remain due and payable.
• Data Export Window: Following termination, the Enterprise Client will have a 30-day window to export all Document Data. After this period, all data will be securely and permanently deleted.
• Survival: Sections relating to confidentiality, limitation of liability, indemnification, and governing law survive termination.

12. Governing Law & Dispute Resolution

• Governing Law: These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
• Dispute Resolution: Any dispute arising from these Terms shall first be submitted to good-faith negotiation for a period of 30 days. If unresolved, disputes shall be submitted to binding arbitration under UNCITRAL Arbitration Rules.
• Arbitration Venue: Arbitration shall take place in Toronto, Ontario, Canada, conducted in English.

13. Contact