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Legal · Effective September 26, 2026

Terms of Service

These Terms of Service (the “Terms”) govern access to and use of the CaptivaHQ platform, its AI features, APIs and related services (the “Service”), provided by United Technology Services Inc. (“UTS”, “we”, “us”). By creating a workspace, starting a trial or using the Service, you agree to these Terms. If you use the Service on behalf of an organization, you represent that you have authority to bind it, and “you” and “Customer” mean that organization.

1. Definitions

• Workspace — the tenant you create in the Service, with its modules, settings and data.
• Authorized User — a person you allow to sign in to your Workspace. Every Authorized User counts as one person for billing.
• Customer Data — data and content you or your Authorized Users submit to the Service, including data you connect from third-party services.
• AI Features — any part of the Service that uses machine-learning models, including Atlas, chat, voice, drafting, summarization, enrichment, search, agents, automations and tool calls made through the API or Model Context Protocol (MCP).
• AI Output — anything an AI Feature produces: text, drafts, summaries, classifications, records it creates or changes, and actions it takes.
• Order — your plan selection at sign-up or in the billing settings, or a separate order form signed by both parties. An order form prevails over these Terms where they conflict.
• Policies — the Acceptable Use Policy, Data Processing Agreement, Service Level Agreement and Shared Responsibility Model, each of which forms part of these Terms.

2. Beta and preview features

CaptivaHQ is in closed beta, and some features are labelled beta, preview or coming soon. Those features may contain bugs, change or be withdrawn without notice, be unavailable from time to time and produce inaccurate output. They are excluded from the Service Level Agreement. We may modify, suspend or end any beta or preview feature at any time.

3. Accounts and eligibility

• You must be at least 18 years old and able to form a binding contract, and you must use the Service for business purposes.
• You are responsible for your Authorized Users, for safeguarding credentials and API keys, and for all activity under your Workspace.
• Accounts are for named individuals. Sharing one login between people is not permitted.
• Tell us promptly at [email protected] if you suspect unauthorized access.

4. Subscriptions, trials and fees

• Plans. Fees are charged per Authorized User per month, at the prices and with the module allowances shown on our pricing page or in your Order at the time you subscribe. Enterprise plans are priced by Order.
• Trials. A trial requires a valid payment method. Unless you cancel before the trial ends, your subscription starts automatically and the card on file is charged for the plan you selected.
• Billing. Subscriptions are billed monthly in advance. Adding Authorized Users or modules mid-cycle is charged pro rata; reductions take effect at the next billing period.
• Cancellation. You can cancel at any time in the billing settings. Cancellation takes effect at the end of the current billing period. Fees already paid are not refundable, except where the law requires otherwise or these Terms say so.
• Taxes. Fees exclude taxes. You are responsible for sales, use, VAT and similar taxes, other than taxes on our income.
• Late payment. If a payment fails and is not resolved within 14 days of our notice, we may suspend the Workspace until it is.
• Price changes. We will give at least 30 days' notice of a price increase. It applies from your next billing period after the notice ends.

5. AI features, metered usage and fair use

5.1 AI usage is metered

AI Features consume computing capacity from us and from our model providers. We measure that consumption in tokens — units of text, audio or images processed by a model, counting both what is sent to the model and what it returns. Every AI Feature is metered per Workspace, including actions an agent or automation takes on its own and calls made through the API or MCP. Our metering records are the authoritative measure of AI usage.

5.2 Allowances and AI credits

• Your plan or Order may include an AI usage allowance. Usage beyond any allowance is drawn from AI credits purchased in advance by a Workspace administrator.
• AI credits are consumed as AI Features are used. They are non-refundable, have no cash value, cannot be transferred between Workspaces, and lapse when your subscription ends, unless your Order says otherwise or the law requires a refund.
• When a Workspace's allowance and credits are used up, AI Features pause until an administrator adds credit. The rest of the Service keeps working and your data is unaffected.
• Usage is recorded in near real time, but the balance shown in the product may lag actual consumption by a few hours. Usage incurred before a pause takes effect is still consumed.
• We may change the token cost of a feature, or the models behind it, with notice in the product or by email. Changes do not apply retroactively to usage already incurred.

5.3 Fair use

AI Features are provided for your internal business operations, used by your Authorized Users and by the agents and automations they configure, at levels consistent with ordinary business use of your plan. The following are outside fair use:

• Reselling AI Features, or exposing them to people outside your organization as a service of your own.
• Using the Service or AI Output to build, train, fine-tune or distil a model or a competing product.
• Evading metering, allowances, credit checks or rate limits — for example by splitting one organization across several Workspaces or trials, sharing logins, or automating around a limit.
• Workloads designed or likely to consume disproportionate capacity, such as unattended loops, bulk generation unrelated to your records, or mass enrichment of data you have no business relationship with.
• Attempting to bypass model safeguards (jailbreaks), extract system prompts, or attack the Service through prompt injection.
• Any use the Acceptable Use Policy prohibits.

5.4 Rate limits and capacity management

To keep the Service reliable for everyone, we may apply rate limits, concurrency limits, per-user or per-Workspace caps and queueing, and may route a request to a different model of equivalent capability. We may set or change these limits at any time without notice.

5.5 Our right to limit, suspend or block usage

We may throttle, limit, suspend or block access to AI Features, to the API or to the Service as a whole, for an Authorized User, an integration or an entire Workspace, at any time and with or without notice:

• where we suspect abuse, fraud or a breach of these Terms, the Policies or the fair-use rules above;
• where usage threatens the security, integrity or availability of the Service, of our providers or of other customers;
• where usage materially exceeds fair use, or degrades the Service for others;
• for non-payment;
• where the law, a court, a regulator or a model provider's terms require it; or
• for any other reason, at our reasonable discretion.

Where it is practical and lawful, we will tell the Workspace administrator what we have done and why, and give a chance to fix the problem before or promptly after we act. Suspension does not delete Customer Data. If we suspend a paid subscription for a reason that is not your breach, non-payment or a legal requirement, we will credit the fees for the suspended period pro rata.

5.6 Model providers

AI Features are powered by models we host or buy from third-party providers listed on our sub-processors page. We may add, change or remove providers and models. We do not use Customer Data to train third-party foundation models, and we contract with providers so that they do not either.

5.7 AI Output

AI Output may be inaccurate, incomplete, out of date or inappropriate for your situation, and similar requests can produce different output. You are responsible for reviewing AI Output before relying on it, sending it outside your organization or acting on it, and for the actions of agents and automations you configure and approve. AI Output is not legal, accounting, tax, medical, financial or other professional advice. As between you and us, you own the AI Output generated from your Customer Data, subject to these Terms; similar output generated for other customers is not yours.

6. Acceptable use

You will comply with the Acceptable Use Policy. In particular, you will not, and will not permit anyone to:

• use the Service to violate any law or third-party right;
• reverse engineer, decompile or attempt to derive the source code or model weights of the Service, except where the law expressly permits it;
• resell, sublicense or provide the Service to a third party, except to your Authorized Users;
• interfere with, probe, scan or disrupt the Service or its infrastructure, or test its security without our written permission;
• store or transmit malicious code, spam or unlawful content; or
• benchmark the Service for public comparison without our prior written consent.

7. Customer Data and privacy

You retain all rights to Customer Data. You grant UTS a limited, worldwide licence to host, copy, process, transmit and display Customer Data only to provide, secure and support the Service for you, and to improve it in ways that do not disclose your Customer Data to anyone else. Where Customer Data contains personal data, the Data Processing Agreement applies. Our own handling of personal data is described in the Privacy Policy.

You are responsible for having the rights and consents needed to put Customer Data into the Service and to have us process it, including data you connect from third-party services such as Google Workspace or Microsoft 365. The Service is not designed for protected health information, payment card numbers or other special categories of data unless we agree otherwise in writing.

8. Shared responsibilities

We are responsible for the platform; you are responsible for how your Workspace is used. The Shared Responsibility Model sets out who does what — infrastructure, security, access, configuration, data, AI and compliance — and forms part of these Terms.

9. Service levels and support

For paid subscriptions, our availability commitment and service credits are set out in the Service Level Agreement. Trials, beta and preview features are provided without a service-level commitment. Support is provided by email at [email protected] during business hours (US Eastern), with the response targets in the Service Level Agreement.

10. Third-party services

The Service can connect to services you choose, such as email, calendar, meeting-recording and accounting tools. Your use of them is governed by their terms, and we are not responsible for them. When you connect one, you authorise us to exchange data with it on your behalf. If a provider changes or withdraws its interface, the related feature may stop working.

11. Feedback

If you submit suggestions, feedback or feature requests, you grant UTS a perpetual, irrevocable, royalty-free licence to use them without restriction. We will not identify you as the source without your permission.

12. Our intellectual property

UTS and its licensors own the Service, including its software, models we build, prompts, designs and documentation, and all improvements to them. Except for the rights granted in these Terms, no rights are transferred to you. “CaptivaHQ” and its logos are our trademarks.

13. Confidentiality

Each party will protect the other's non-public information disclosed in connection with the Service with at least the care it uses for its own confidential information, and never less than reasonable care. It will use that information only to perform under these Terms, and disclose it only to people who need to know it and are bound by similar obligations, or where the law requires, after giving notice where lawful.

14. Term, suspension and termination

• These Terms apply for as long as you use the Service. Subscriptions renew monthly until cancelled.
• We may suspend the Service as described in Sections 4 and 5.5.
• Either party may terminate for the other's material breach that is not cured within 30 days of written notice. We may terminate immediately for a serious or repeated breach of the Acceptable Use Policy, or if required by law.
• We may end the Service or the beta programme on 30 days' notice. In that case we will refund prepaid fees for any period after the end date.
• After termination, you have 30 days to export Customer Data using the Service's export tools, unless the law or a security reason prevents it. We then delete Customer Data within the periods in the Data Processing Agreement.
• Sections that by their nature should survive termination — including fees owed, ownership, confidentiality, disclaimers, limitation of liability, indemnification and governing law — survive.

15. Disclaimer of warranties

Except as expressly stated in these Terms or the Service Level Agreement, the Service and all AI Output are provided “as is” and “as available”, without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or uninterrupted operation or operation without errors.

16. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, data or goodwill, arising out of or related to the Service, even if advised of the possibility. Each party's aggregate liability for all claims arising out of or related to the Service will not exceed the greater of the fees you paid to UTS in the 12 months before the event giving rise to the claim, and one hundred US dollars ($100). These limits do not apply to your payment obligations, to your indemnity obligations, or to liability that cannot be limited by law. Service credits under the Service Level Agreement are your sole remedy for unavailability.

17. Indemnification

You will defend, indemnify and hold harmless UTS and its officers, directors, employees and agents from third-party claims, damages, liabilities and expenses arising from your Customer Data, your or your Authorized Users' use of the Service, actions taken by agents or automations you configured, or your breach of these Terms or the Policies.

18. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-law rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware, except that either party may seek injunctive relief in any court of competent jurisdiction. Before starting proceedings, each party will first try in good faith to resolve the dispute by written notice and discussion for 30 days.

19. Changes to these Terms

We may update these Terms and the Policies. For material changes we will give at least 30 days' notice by email or in the product, and post the new version here with a new effective date. Changes required by law, or that concern new features, may take effect sooner. If you do not agree, you may cancel before the change takes effect; continued use afterwards means you accept it.

20. General

• Entire agreement. These Terms, the Policies and any Order are the whole agreement about the Service and replace earlier agreements on the same subject. Purchase-order terms you send us do not apply.
• Order of precedence. An order form, then the Data Processing Agreement (for personal data), then these Terms, then the other Policies.
• Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of its assets.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, including failures of third-party infrastructure or model providers, other than payment obligations.
• Export and sanctions. You will not use or allow access to the Service in breach of US or other applicable export-control or sanctions laws.
• Notices. We send notices to the Workspace owner's email address. Send notices to us at [email protected].
• Severability and waiver. If a provision is unenforceable, the rest remains in effect. Not enforcing a provision is not a waiver of it.

21. Contact

Published for CaptivaHQ by United Technology Services Inc. · All documents: captivahq.com/legal. Questions: [email protected].