1. Agreement
These Terms of Use (“Terms”) are an agreement between Percipio (“Percipio,” “we,” “us”) and the person or organization using the Services (“Customer,” “you”). By creating an account, accessing an API, or using the Services, you agree to these Terms.
If you use the Services for an organization, you represent that you have authority to bind it. If you have a signed order form, data processing addendum, or other written agreement with Percipio, that agreement controls where it conflicts with these Terms.
You must be at least 18 and legally capable of entering a contract.
2. Accounts and API keys
You must provide accurate registration information, protect account credentials, and keep contact information current. You are responsible for activity performed through your accounts and API keys, including activity by your employees, contractors, and applications.
API keys are confidential server-side credentials. You must not expose them in browser code, mobile binaries, public repositories, client logs, or other places accessible to end users. Notify us promptly and revoke the key if you suspect compromise.
3. The Services
Percipio accepts conversations, proposes evidence-backed structured state changes, maintains versioned user state, and returns context for use in customer AI applications. We may improve, add, remove, or modify features while preserving material contractual commitments.
Preview, beta, or evaluation features may change, contain errors, or be discontinued and are provided without a production service-level commitment unless we agree otherwise in writing.
4. Acceptable use
You may not use the Services to:
- Violate law, third-party rights, privacy notices, or contractual obligations.
- Submit information you are not authorized to collect or process.
- Extract or infer protected traits, diagnose health conditions, or build unlawful profiles.
- Make employment, credit, housing, insurance, healthcare, legal, educational-admission, or similarly high-impact decisions without lawful authority, meaningful human review, and appropriate safeguards.
- Facilitate surveillance, discrimination, harassment, exploitation, or physical harm.
- Distribute malware, probe accounts without authorization, or disrupt the Services.
- Bypass quotas, access controls, security measures, or rate limits.
- Resell or sublicense the Services unless we authorize it in writing.
- Reverse engineer the Services except where applicable law expressly permits it.
You must ensure your application gives end users appropriate notice of how their information is used and offers any choices required by law.
5. Customer Data
“Customer Data” means information submitted to the Services by or for Customer, including conversations, external user identifiers, and information derived from that content. Customer retains all rights it holds in Customer Data.
Customer grants Percipio a limited right to host, process, transmit, and create derived state from Customer Data solely to provide, secure, support, and improve the reliability of the Services, follow Customer's instructions, and comply with law.
Customer represents and warrants that:
- It has all rights, notices, consents, and lawful bases needed for Customer Data.
- Its instructions and use of the Services comply with law and these Terms.
- Customer Data will not infringe or misappropriate another person's rights.
Percipio does not use Customer Data to train generalized AI models. We may use aggregated or de-identified operational information that cannot reasonably identify a customer or end user to operate and improve the Services.
6. Privacy and data protection
Our Privacy Policy explains how we process information. For Customer Data, Customer generally acts as controller or business and Percipio as processor or service provider. The parties will comply with applicable data-protection law and any signed Data Processing Addendum.
Customer will not instruct Percipio to process data in a manner that violates law. If an instruction appears unlawful, we may suspend the affected processing while the parties resolve the issue.
7. Ownership and feedback
Percipio and its licensors own the Services, documentation, software, design, trademarks, and related technology. Except for the limited access granted under these Terms, no rights are transferred to Customer.
If you provide feedback, you grant Percipio a perpetual, worldwide, royalty-free right to use it without restriction or attribution. Feedback does not include Customer Data or confidential information.
8. Fees
Fees, usage limits, billing periods, and payment terms are stated at purchase or in an order form. Unless stated otherwise, fees are non-refundable and exclude applicable taxes. We may change pricing prospectively by giving reasonable notice. Continued use after the effective date constitutes acceptance of the new pricing.
During early access, Percipio may track plan, account status, billing contact, and manual monthly usage limits in the developer platform. These records are used for operational reviews, quota discussions, support, and future billing migration. Unless an order form states otherwise, early access limits are administrative controls and may be adjusted by Percipio with notice.
9. Suspension and termination
You may stop using the Services at any time. We may suspend or limit access when reasonably necessary to address a security risk, prevent material harm, comply with law, respond to non-payment, or address a material breach. When practical, we will give notice and an opportunity to cure.
Either party may terminate a paid agreement as provided in its order form, or for an uncured material breach after reasonable written notice. On termination, access ends and Customer Data is deleted according to the agreement, our retention schedule, and applicable law. Sections intended by their nature to survive will survive.
10. Disclaimers
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, PERCIPIO DISCLAIMS IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
AI-assisted extraction can be incomplete or incorrect. Confidence values are estimates, not guarantees. Customer is responsible for reviewing whether context is appropriate for its use case and must not treat Percipio state as verified fact for high-impact decisions.
11. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.
EXCEPT FOR PAYMENT OBLIGATIONS, MISUSE OF THE OTHER PARTY'S INTELLECTUAL PROPERTY, BREACH OF CONFIDENTIALITY, OR LIABILITY THAT CANNOT LAWFULLY BE LIMITED, EACH PARTY'S AGGREGATE LIABILITY ARISING FROM THE SERVICES WILL NOT EXCEED THE AMOUNT CUSTOMER PAID TO PERCIPIO FOR THE SERVICES DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. FOR FREE SERVICES, PERCIPIO'S AGGREGATE LIABILITY WILL NOT EXCEED USD $100.
12. General terms
Neither party may assign these Terms without the other's consent, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets. Percipio may use subcontractors and remains responsible for their performance as required by applicable agreements.
Neither party is liable for delay caused by events beyond its reasonable control. Notices may be delivered electronically. Failure to enforce a term is not a waiver. If a provision is unenforceable, it will be limited to the minimum extent necessary and the rest remains effective. These Terms and incorporated agreements are the entire agreement regarding the Services.
Unless an order form states otherwise, these Terms are governed by the laws of Ontario, Canada and applicable federal laws, without regard to conflict-of-law rules. Courts located in Ontario have exclusive jurisdiction, except where mandatory law provides otherwise.
Questions about these Terms may be sent to legal@percipio.tech.