The agreement governing your use of the vCAIO Platform
These Terms of Service ("Terms") govern your access to and use of the vCAIO Platform (the "Platform") operated by Safe Harbour Informatics Inc ("we", "us", "our"). By accessing or using the Platform, you agree to be bound by these Terms. If you do not agree, do not use the Platform.
"Platform" means the vCAIO web application, APIs, and all associated services provided by SHI. "User" means any individual or entity that accesses or uses the Platform. "Tenant" means an organization or business entity that has been provisioned with a dedicated data partition on the Platform. "Content" means any data, text, files, transcripts, assessments, proposals, or other materials uploaded to, generated by, or processed through the Platform. "Subscription" means the paid plan under which a Tenant accesses the Platform.
You must be at least 18 years of age and have the legal authority to enter into these Terms on behalf of yourself or the entity you represent. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.
Access to the Platform requires authentication via our OAuth provider. We reserve the right to refuse registration, suspend, or terminate accounts at our discretion for violation of these Terms.
Access to certain features of the Platform requires a paid Subscription. Subscription plans, pricing, and included features are described on our pricing page and may be updated from time to time. All prices are quoted in United States Dollars (USD) unless otherwise stated.
Billing. Subscriptions are billed on a monthly recurring basis. Payment is processed by Stripe, Inc. You authorize us to charge your designated payment method for all applicable fees. If payment fails, we may suspend access to the Platform until the outstanding balance is resolved.
Commitment Period. Certain Subscription plans may require a minimum commitment period (e.g., 12 months). Early termination during a commitment period may result in an early termination fee as specified in your Subscription agreement.
Token Usage. The Platform operates on a token-based metering system. Each Subscription plan includes a monthly token allowance. Usage exceeding the included allowance may incur overage charges at the rates specified in your plan. Token usage is tracked per-tenant and displayed in the Platform's usage dashboard.
Refunds. Subscription fees are non-refundable except where required by applicable law. If you believe you have been charged in error, contact us at [email protected] within 30 days of the charge.
You agree to use the Platform only for lawful purposes and in accordance with these Terms. You shall not:
Platform IP. The Platform, including its software, algorithms, user interface, documentation, and all related intellectual property, is and remains the exclusive property of Safe Harbour Informatics Inc. The Platform's conversation-driven assessment methodology is patent pending. Nothing in these Terms grants you any right, title, or interest in the Platform's intellectual property except the limited right to use the Platform as described herein.
Your Content. You retain all ownership rights in the Content you upload to or create through the Platform. By using the Platform, you grant us a limited, non-exclusive license to process your Content solely for the purpose of providing the Platform's services to you. We do not claim ownership of your Content, and we do not use your Content to train or improve AI models.
AI-Generated Outputs. Proposals, assessments, roadmaps, SOWs, and other materials generated by the Platform's AI features are derivative works based on your Content and our Platform's methodology. You are granted a non-exclusive, perpetual license to use these outputs for your business purposes. We retain no ownership interest in outputs generated from your Content.
Our collection and use of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you acknowledge that you have read and understood the Privacy Policy.
The Platform implements multi-tenant data isolation, ensuring that each Tenant's data is logically separated from all other Tenants. We maintain technical and organizational security measures aligned with OWASP Top 10 (2021) and OWASP Top 10 for LLM Applications (2025).
We strive to maintain high availability of the Platform but do not guarantee uninterrupted or error-free service. We may perform scheduled maintenance with reasonable advance notice. We are not liable for any downtime, data loss, or service interruption caused by factors beyond our reasonable control, including but not limited to internet outages, third-party service failures, or force majeure events.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY.
OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. AI-GENERATED OUTPUTS ARE PROVIDED FOR INFORMATIONAL AND BUSINESS PLANNING PURPOSES AND SHOULD NOT BE RELIED UPON AS LEGAL, FINANCIAL, OR PROFESSIONAL ADVICE WITHOUT INDEPENDENT VERIFICATION.
You agree to indemnify, defend, and hold harmless SHI and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Platform; (b) your Content; (c) your violation of these Terms; or (d) your violation of any applicable law or regulation.
Either party may terminate these Terms at any time by providing written notice, subject to any applicable commitment period. We may suspend or terminate your access immediately if you violate these Terms or if we reasonably believe your use poses a security risk to the Platform or other users.
Upon termination, your right to access the Platform ceases immediately. We will retain your data in accordance with the retention periods specified in our Privacy Policy. You may request export of your Content prior to termination.
These Terms shall be governed by and construed in accordance with the laws of the State of Texas, United States, without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Harris County, Texas. Each party shall bear its own costs and attorneys' fees unless the arbitrator determines otherwise.
We reserve the right to modify these Terms at any time. Material changes will be communicated to users via the Platform's notification system or by email at least 30 days before they take effect. Your continued use of the Platform after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue use of the Platform.
Entire Agreement. These Terms, together with the Privacy Policy and any applicable Subscription agreement, constitute the entire agreement between you and SHI regarding the Platform.
Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.
Waiver. No failure or delay by SHI in exercising any right under these Terms shall constitute a waiver of that right.
Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.