ShapedSI · Information
Terms of Service
By accessing or using any ShapedSI 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.
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1 Acceptance of Terms
1.1 Agreement to Terms
1.2 Modifications
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.
1.3 Relationship to MSA
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.
2 Service Description
2.1 SaaS Products
The Company provides AI-powered software-as-a-service platforms for industrial intelligence, including but not limited to:
- ShapedSI Clarity — AI procurement intelligence and tender analysis
- ShapedSI Care — Predictive workplace safety and compliance monitoring
- ShapedSI Gather — Industrial data pipeline and integration services
- ShapedSI Flow — Cross-platform data synchronization
- ShapedSI Haven — Secure document and data management
- ShapedSI Form — Intelligent project management and builder
2.2 AI Disclosure
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.
2.3 Service Availability
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.
3 Accounts & Access
3.1 Account Registration
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.
3.2 Authorized Users
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.
3.3 Account Security
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.
4 Acceptable Use
4.1 Permitted Use
You may use the Services solely for your internal business operations in accordance with the applicable documentation and these Terms.
4.2 Prohibited Conduct
You shall not:
- Reverse engineer, decompile, disassemble, or attempt to derive the source code of any Service
- Copy, modify, or create derivative works of the Services or their underlying technology
- Sublicense, sell, resell, lease, or otherwise transfer access to the Services
- Use the Services to process data you do not have the right to process
- Introduce malicious code, viruses, or any harmful components into the Services
- Interfere with or disrupt the integrity or performance of the Services
- Attempt to gain unauthorized access to the Services or related systems
- Use the Services in violation of any applicable law, regulation, or industry standard
- Use automated tools (bots, scrapers, crawlers) to access the Services without written authorization
- Circumvent or disable any security, authentication, or access-control mechanism
4.3 Fair Use
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.
5 Intellectual Property
5.1 Company IP
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 ShapedSI Nothing in these Terms grants you any ownership interest in the Company IP.
5.2 License Grant
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.
5.3 Client Data
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.
5.4 Feedback
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.
5.5 Trademarks
"ShapedSI", "ShapedSI Clarity", "ShapedSI Care", "ShapedSI Gather", "ShapedSI Form", "Core Engine", and related logos are trademarks of ShapedSI You shall not use any Company trademark without prior written consent.
6 Fees & Payment
6.1 Subscription Fees
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.
6.2 Payment Terms
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.
6.3 Suspension for Non-Payment
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.
6.4 Taxes
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.
7 Data Protection & Privacy
7.1 Privacy Policy
The Company's collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.
7.2 Data Security
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.
7.3 Data Location
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.
7.4 Data Processing Agreement
Where required by applicable privacy legislation (including PIPA and PIPEDA), the parties shall execute a Data Processing Agreement governing the processing of personal information.
8 Warranties & Disclaimers
8.1 Company Warranties
The Company warrants that:
- The Services will perform materially in accordance with the applicable documentation
- The Company has the right to provide the Services as contemplated by these Terms
- The Company will comply with all applicable laws in providing the Services
8.2 Disclaimer
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.
8.3 AI Output Disclaimer
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.
9 Limitation of Liability
9.1 Limitation
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.
9.2 Exclusion of Consequential Damages
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.
9.3 Exceptions
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.
10 Indemnification
10.1 By the Company
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.
10.2 By the Client
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.
11 Term & Termination
11.1 Term
These Terms are effective upon your first access to the Services and continue until terminated in accordance with this Section or the applicable MSA.
11.2 Termination for Convenience
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.
11.3 Termination for Cause
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.
11.4 Effect of Termination
Upon termination:
- All licenses granted hereunder terminate immediately
- You shall cease all use of the Services and destroy all copies of Company materials
- The Company will make Client Data available for export for 30 days following termination, after which it may be permanently deleted
- All outstanding fees become immediately due and payable
11.5 Survival
Sections 5 (IP), 7 (Data), 8 (Warranties), 9 (Liability), 10 (Indemnification), and 13 (Governing Law) survive termination of these Terms.
12 Confidentiality
12.1 Obligations
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.
12.2 Duration
Confidentiality obligations survive for three (3) years following termination of these Terms, or indefinitely for trade secrets.
13 General Provisions
13.1 Governing Law
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.
13.2 Force Majeure
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.
13.3 Assignment
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.
13.4 Entire Agreement
These Terms, together with any applicable MSA, SOW, and Privacy Policy, constitute the entire agreement between the parties regarding the subject matter hereof.
13.5 Severability
If any provision is found unenforceable, the remaining provisions continue in full force and effect.
13.6 Waiver
Failure to enforce any provision shall not constitute a waiver of that provision or any other provision.
13.7 Electronic Communication
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.
14 Contact Information
Questions about these Terms should be directed to:
ShapedSI
[ADDRESS], Alberta, Canada
Email: [Contact via the enquiry form]
Phone: [PHONE]