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Legal

Terms and Conditions

Effective date:  Jul 15, 2025

These Terms and Conditions ("Terms") govern your access to and use of the AI-powered software platform, APIs, websites, and related services provided by CompliantAI Inc. (o/a "Stepscale", "we", "us", or "our"). By creating an account, accessing, or using the Services you, on behalf of yourself or the entity you represent (the "Customer", "you"), agree to be bound by these Terms, our Privacy Policy, and any other referenced policies. If you do not agree to all of the following, you must not use the Services.

1. Acceptance of Terms

The Terms form a legally-binding agreement between you and Stepscale. Your continued use of the Services constitutes acceptance of any updated Terms posted in accordance with Section 12 (Modifications).

2. Description of Services

  1. Software & Hosted Services. Stepscale provides AI-agent technology delivered via hosted cloud infrastructure (the "Software"). The Software, together with related support, documentation, APIs, dashboards and any additional professional or consulting services we agree to provide (collectively, the "Services"), are offered on a subscription basis.
  2. Updates & Enhancements. We may implement bug fixes, patches, or feature enhancements from time to time. Enhancements may result in temporary unavailability; credits are not given for downtime caused by enhancements.

3. Account Registration and User Responsibilities

  1. Eligibility. You represent that you have the legal capacity to enter into these Terms and, if you are acting on behalf of an entity, that you have authority to bind that entity.
  2. Accurate Information. You must provide and maintain accurate, current, and complete information during registration and throughout the Subscription.
  3. Security. You are responsible for safeguarding all account credentials (including passwords, tokens and API keys) and for all activities occurring under your account.
  4. Unauthorised Use. You must notify Stepscale immediately upon becoming aware of any unauthorised access to or use of your account.
  5. Account Suspension / Cancellation. We may suspend or cancel accounts for breach of these Terms without liability to you. You may cancel your subscription at any time in accordance with Section 5.4 (Cancellation).

4. Acceptable Use Policy

You agree not to:

  • Upload, transmit, or store data that is unlawful, harmful, infringing, defamatory, obscene, hateful, or otherwise objectionable.
  • Violate the privacy, intellectual-property, or other rights of any third party.
  • Engage in fraudulent, deceptive, or misleading activity.
  • Distribute viruses, malware, ransomware, or any malicious code.
  • Reverse-engineer, decompile, disassemble, or otherwise attempt to derive source code, except to the limited extent permitted by applicable law.
  • Interfere with or disrupt the integrity, performance, or security of the Services (including unauthorised penetration testing).
  • Access the Services for the purpose of building a competitive product or service.
  • Exceed usage limits or the authorised number of solution uses set out in your Subscription Tier.

5. Fees, Payment, and Subscription Terms

  1. Subscription Fees. You agree to pay the fees specified for your selected subscription plan ("Subscription Fees"). Except where prohibited by law or expressly stated herein, all payments are non-refundable.
  2. Billing & Automatic Renewal. Subscriptions are billed in advance on a recurring monthly or annual basis, as selected. Your subscription will automatically renew for successive periods of the same length unless cancelled under Section 5.4.
  3. Price Changes. We may revise Subscription Fees on at least thirty (30) days' prior notice by email or in-app message. New fees will apply at the start of the next billing cycle.
  4. Cancellation. You may cancel your subscription at any time through the account portal. Your licence will remain active until the end of the then-current billing period and will not renew thereafter. We are under no obligation to store Customer Data beyond that point.
  5. Late Payments. We may suspend access to the Services if timely payment is not received.
  6. Taxes & Surcharges. Fees are exclusive of all applicable taxes, levies, and duties, which are your responsibility. We may pass through payment-card surcharges where permitted by law.

6. Intellectual Property Rights

  1. Stepscale IP. Stepscale and its licensors retain all right, title and interest in and to the Services, the underlying Software, documentation, and all related intellectual-property rights ("Stepscale IP"). No rights are granted except as expressly set out herein.
  2. Licence Grant. Stepscale grants you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Stepscale IP during the Subscription solely for your internal business purposes.
  3. Customer Data. You retain all right, title and interest in and to data, content, and information you provide to the Services ("Customer Data"). You grant Stepscale a worldwide, non-exclusive, royalty-free licence to host, process, back-up, and use Customer Data as necessary to provide and improve the Services.
  4. Feedback. You grant Stepscale a perpetual, irrevocable, royalty-free right to use and exploit any suggestions or feedback you provide without restriction or obligation.

7. Confidentiality & Privacy

  1. Definition. "Confidential Information" means any non-public information disclosed by one party to the other that is designated confidential or which should reasonably be understood to be confidential.
  2. Obligations. The receiving party must (a) protect Confidential Information using the same degree of care it uses for its own similar information (and at least reasonable care); (b) use Confidential Information only to fulfil its obligations under these Terms; and (c) limit disclosure to employees and contractors who have a need to know and are bound by obligations at least as protective.
  3. Privacy Notice. We collect, use, and disclose personal information as described in our Privacy Policy. By using the Services you consent to such processing.
  4. Security Breaches. Each party will promptly notify the other of any actual or suspected unauthorised access to Confidential Information or Customer Data.

8. Hosted Services & Support

  1. Hosting. The Services are hosted on third-party cloud infrastructure that may be located in jurisdictions other than your own. While Stepscale uses reasonable efforts to select reputable providers and maintain industry-standard safeguards, we do not warrant that hosting will be error-free or continuously available.
  2. Back-ups. We perform routine back-ups; however, Customer Data recovery cannot be guaranteed. You are responsible for exporting and retaining copies of Customer Data that you require.
  3. Support. Stepscale provides technical support via email and in-app chat during published business hours. Support does not include assistance with issues arising from (a) unauthorised modifications, (b) third-party integrations not approved by Stepscale, or (c) use of the Services contrary to documentation.

9. Upgrades & Downgrades

  1. You may request to upgrade or downgrade your Subscription Tier at any time. Upgrades take effect immediately and the higher fee will be prorated for the remainder of the current billing cycle; downgrades take effect at the start of the next billing cycle unless we agree otherwise.
  2. Downgrading may cause loss of features or capacity and Stepscale is not liable for such loss.

10. Third-Party Software & Integrations

  1. Third-Party Terms. Certain features may depend on or enable access to third-party products or services. Your use of those products is subject to the third-party's terms and conditions and privacy policies, which you are responsible for reviewing.
  2. Integrations. Data transfer between the Services and third-party applications is provided "as-is". We are not liable for errors, delays, or data loss arising from integrations or from your modifications to the Software.

11. Posted Material

If you or your users post, upload, or transmit content via the Services ("Posted Material") you represent and warrant that you have the necessary rights to do so and that the Posted Material does not violate these Terms or any law. We may remove Posted Material at our discretion.

12. Modifications to the Terms

We may modify these Terms at any time by providing at least thirty (30) days' notice via email or in-app notification. If you disagree with the revised Terms, you must cancel your subscription before they take effect. Continued use of the Services after the effective date constitutes acceptance.

13. Warranties and Disclaimers

  1. Service Warranty. During an active Subscription the Services will perform substantially in accordance with the documentation.
  2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

14. Limitation of Liability

  1. Indirect Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, STEPSCALE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS.
  2. Cap. STEPSCALE'S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES ACTUALLY PAID BY YOU TO STEPSCALE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15. Indemnification

  1. By Customer. You will defend, indemnify, and hold harmless Stepscale and its officers, directors, employees, and agents from and against any claim arising out of (a) your breach of these Terms, (b) Customer Data or Posted Material, or (c) your use of the Services in violation of law.
  2. By Stepscale. Stepscale will defend you against any third-party claim that the unmodified Services in the form supplied by Stepscale infringe that third party's intellectual-property rights and will pay any damages finally awarded, provided that you (a) promptly notify Stepscale of the claim, (b) give Stepscale sole control of the defence and settlement, and (c) cooperate as reasonably requested.

16. Term and Termination

  1. Term. These Terms commence on the date you first access the Services and continue for the Subscription Period and any renewal terms.
  2. Termination for Cause. Either party may terminate these Terms if the other materially breaches them and fails to cure within thirty (30) days' written notice.
  3. Effect of Termination. Upon termination, your right to access the Services ceases and Sections 6, 7, 10, 11, 13–15, 17, and 18 will survive.

17. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. Any dispute arising out of or relating to these Terms shall be settled by binding arbitration in Toronto, Ontario, in accordance with the Arbitration Act (Ontario). Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.

18. General Provisions

  1. Notices. Notices must be sent by email to the addresses set out in the Order Form or, if none, the addresses most recently used by the parties. Notices are deemed given 24 hours after the email is sent unless the sender knows it was not delivered.
  2. Force Majeure. Neither party is liable for failure or delay due to causes beyond its reasonable control, including natural disasters, pandemics, labour disputes, or acts of government.
  3. Entire Agreement. These Terms, together with the Privacy Policy and any Order Forms, constitute the entire agreement and supersede all prior or contemporaneous agreements on the subject matter.
  4. Severability. If any provision is held unenforceable, the remaining provisions remain in full force.
  5. Waiver. Failure to enforce any provision is not a waiver of future enforcement of that or any other provision.
  6. Assignment. You may not assign or transfer these Terms without our prior written consent. Stepscale may assign these Terms in connection with a merger, acquisition, or sale of assets.
  7. Relationship. The parties are independent contractors; nothing herein creates an employment, agency, or joint-venture relationship.

19. Contact Information

For questions about these Terms please contact:

Email: privacy@stepscale.ai

Address: 100 King St West, Toronto, ON M5X 1C7, Canada