Terms and Conditions

1. Introduction

   These Terms and Conditions (the "Agreement") govern the use and provision of the Euclido Assist platform ("Euclido Assist," "Service," "Platform") provided by Euclido Inc. (“we,” “our,” “us”) to subscribing customers (the "Customer," "Institution," "Subscriber"). Euclido Assist is an AI-powered virtual campus assistant that interacts with users (such as students, applicants, faculty, etc.) on the customer’s website. This Agreement outlines the rights, obligations, and responsibilities of Euclido Inc. and the customer in connection with the subscription to, and use of, the Euclido Assist platform. By purchasing, using, or accessing the Euclido Assist platform, the customer agrees to comply with and be bound by the terms and conditions set forth in this Agreement. If the customer does not agree to all of these terms, they must not use or access the Service.

2. Definitions

   • Customer: The university, educational institution, or organization that subscribes to Euclido Assist.
   • User: Any individual who interacts with Euclido Assist through the customer's website, including but not limited to students, applicants, faculty, staff, or visitors.
   • Service: The Euclido Assist platform, which provides AI-powered virtual campus assistant services to the customer.
   • Third-Party Services: Services or technologies integrated into Euclido Assist, including APIs, open-source models, or third-party software solutions, such as OpenAI, Llama, etc.
   • Subscription: The payment-based license granted to the customer to use the Euclido Assist platform for a specified period, subject to the terms herein.
   • Trial Period: The one-month free trial period during which the customer can use Euclido Assist without charge, as detailed in Section 5.

3. Service Provision and License Grant

   1. Grant of License: Subject to the customer's compliance with the terms of this Agreement, Euclido Inc. grants the customer a non-exclusive, non-transferable, and limited license to use Euclido Assist on the customer's website during the subscription term.
   2. Scope of Use: The customer may use Euclido Assist solely for the purpose of providing a virtual campus assistant to Users on the customer's website. The Service may not be used for any other purposes without prior written consent from Euclido Inc.
   3. Third-Party Integrations: The customer acknowledges and agrees that Euclido Assist may integrate or operate with third-party APIs, services, and models at the customer's discretion. The customer is responsible for adhering to any applicable terms and conditions imposed by such third-party providers. Euclido Inc. is not liable for any actions, omissions, or failures of third-party services or providers.

4. Customer Obligations

   1. Compliance with Laws: The customer is solely responsible for ensuring that their use of Euclido Assist complies with all applicable laws, regulations, and educational institution policies, including but not limited to those relating to privacy, data protection, and intellectual property rights.
   2. Account and Access Control: The customer is responsible for maintaining the confidentiality of their account credentials and for restricting access to their admin dashboard. Any actions taken through the customer's account will be deemed authorized by the customer. Euclido Inc. is not liable for any unauthorized access to the customer’s account unless such access is due to a breach on the part of Euclido Inc.
   3. Use of Data: The customer agrees to use any data collected through Euclido Assist (including analytics and insights) in accordance with applicable laws and regulations, including data privacy laws. The customer must adhere to the Data Policy associated with Euclido Assist, which governs the collection, use, and storage of data.
   4. No Resale or Redistribution: The customer may not sublicense, resell, lease, or distribute access to Euclido Assist to any third party, except as expressly permitted by Euclido Inc.

5. Subscription Term and Free Trial

   1. Free Trial: Euclido Inc. offers a one-month free trial of Euclido Assist to new customers. During the Trial Period:
      • The customer is granted temporary access to Euclido Assist without charge.
      • The Trial Period shall commence on the date the customer registers for the trial.
      • Upon the expiration of the Trial Period, the customer will be required to subscribe to a paid plan to continue using Euclido Assist.
   2. Subscription Term: Upon subscribing, the customer agrees to an annual subscription term. The subscription will commence on the day following the end of the Trial Period (if applicable) or immediately upon purchase if no trial is used.
   3. Subscription Renewal: The subscription will automatically renew for additional one-year terms unless the customer provides written notice of termination at least thirty (30) days prior to the expiration of the current subscription term. Renewal pricing will be provided to the customer in advance of each renewal term.

6. Fees and Payment Terms

   1. Subscription Fees: The customer agrees to pay all applicable subscription fees for Euclido Assist as outlined in their subscription agreement. Fees are charged on an annual basis, unless otherwise agreed in writing.
   2. Payment Terms: Payment for the subscription is due within thirty (30) days of the invoice date. All fees are non-refundable except as otherwise expressly provided in this Agreement.
   3. Non-Payment: In the event of non-payment, Euclido Inc. reserves the right to suspend or terminate access to Euclido Assist. Continued failure to pay subscription fees may result in legal action or referral to a collection agency.

7. Cancellation and Termination

   1. Cancellation Policy: The customer may cancel their subscription to Euclido Assist at any time. However, the customer will be responsible for paying for the months in which the Service was utilized. If the customer cancels mid-term, they will be billed on a pro-rated basis for the months during which Euclido Assist was in use, with the total amount being calculated based on the annual subscription rate.
   2. Termination by Euclido Inc.: Euclido Inc. reserves the right to terminate the customer’s subscription immediately upon notice in the event of any breach of this Agreement by the customer, including but not limited to:
      • Non-payment of fees;
      • Unauthorized use of the Service;
      • Failure to comply with applicable laws.
      In the event of termination for cause, the customer will not be entitled to any refunds of subscription fees.
   3. Effect of Termination: Upon termination or expiration of the subscription:
      • The customer will immediately lose access to Euclido Assist.
      • Any outstanding fees for the subscription term will become due and payable.
      • Euclido Inc. may delete or disable access to any data stored as part of the Service.

8. Intellectual Property

   1. Ownership of the Platform: Euclido Inc. retains all right, title, and interest in and to the Euclido Assist platform, including all intellectual property rights, technology, software, designs, documentation, and content related to the Service. The customer acquires no ownership or rights in the Euclido Assist platform, except for the limited license to use the Service as expressly granted in this Agreement.
   2. Customer Data: All data collected through Euclido Assist, including user interactions, analytics, and insights, is owned by the customer, subject to the data-sharing provisions set forth in the Data Policy. Euclido Inc. may use anonymized or aggregated data for research, development, and analytics purposes, as detailed in the Data Policy.
   3. Feedback and Suggestions: The customer may provide feedback, suggestions, or ideas for improvements to the Euclido Assist platform. By submitting such feedback, the customer grants Euclido Inc. a perpetual, irrevocable, royalty-free, and worldwide license to use, modify, and incorporate such feedback into the Service without any obligation to the customer.

9. Warranties and Disclaimers

   1. Service Availability: Euclido Inc. endeavors to ensure that Euclido Assist is available and operational at all times. However, we do not guarantee uninterrupted or error-free operation of the Service. Euclido Inc. may perform scheduled maintenance and updates, during which the Service may be temporarily unavailable.
   2. Disclaimer of Warranties: To the maximum extent permitted by law, Euclido Inc. disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Service is provided “as is” and “as available,” and Euclido Inc. does not guarantee the accuracy, completeness, or reliability of any results or information generated through the Service.

10. Limitation of Liability

    1. Limitation of Damages: In no event shall Euclido Inc. be liable to the customer for any indirect, incidental, consequential, special, or punitive damages arising out of or in connection with this Agreement or the use of Euclido Assist, including but not limited to loss of profits, data, or goodwill, even if Euclido Inc. has been advised of the possibility of such damages.
    2. Maximum Liability: Euclido Inc.'s total liability to the customer for any and all claims arising out of or related to this Agreement or the use of Euclido Assist shall not exceed the total amount of subscription fees paid by the customer in the twelve (12) months preceding the claim.

11. Indemnification

    The customer agrees to indemnify, defend, and hold harmless Euclido Inc., its officers, directors, employees, agents, affiliates, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:

    • The customer's breach of this Agreement;
    • The customer's violation of any applicable laws or regulations;
    • The use of Euclido Assist by the customer or any User under the customer's account;
    • Any claim or allegation that the customer's use of Euclido Assist infringes upon the intellectual property or other proprietary rights of any third party;
    • Any misuse or unauthorized use of the Service, including improper data handling or violations of data privacy laws.

    Euclido Inc. reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the customer, in which case the customer will cooperate with Euclido Inc. in asserting any available defenses.

12. Confidentiality

    1. Confidential Information: For the purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. This includes, but is not limited to, business plans, technology, software code, trade secrets, and proprietary data.
    2. Obligations: The Receiving Party agrees to protect the Disclosing Party’s Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care. The Receiving Party agrees not to disclose or use the Confidential Information of the Disclosing Party for any purpose other than as necessary to perform its obligations or exercise its rights under this Agreement.
    3. Exclusions: Confidential Information does not include information that:
       • Was publicly known at the time of disclosure or becomes publicly known through no fault of the Receiving Party;
       • Was lawfully known to the Receiving Party before receiving it from the Disclosing Party;
       • Is received from a third party without breach of any confidentiality obligation;
       • Was independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
    4. Legal Disclosures: The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement (if permitted by law) and cooperates with the Disclosing Party to seek an appropriate protective order.

13. Force Majeure

    Euclido Inc. shall not be liable or responsible to the customer for any failure or delay in the performance of its obligations under this Agreement arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including but not limited to acts of God, natural disasters, acts of government, labor disputes, cyberattacks, system outages, utility failures, or any other force majeure event. In such cases, Euclido Inc. will use commercially reasonable efforts to resume performance as soon as practicable.

14. Governing Law and Dispute Resolution

    1. Governing Law: This Agreement and any dispute arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict of law principles.
    2. Dispute Resolution: In the event of any dispute arising between the parties in relation to this Agreement, the parties shall first attempt to resolve the dispute through good-faith negotiations. If the dispute is not resolved within thirty (30) days, the parties agree to submit the dispute to binding arbitration in Ontario, Canada, administered by an arbitrator mutually agreed upon by both parties. Each party shall bear its own costs associated with arbitration.
    3. Injunctive Relief: Nothing in this Section 14 shall prevent either party from seeking injunctive relief in a court of competent jurisdiction in order to protect its Confidential Information or enforce its intellectual property rights.

15. Amendments and Modifications

    Euclido Inc. reserves the right to modify, amend, or revise these Terms and Conditions at any time. Any modifications will be effective upon notice to the customer, which may be provided via email, platform notifications, or other reasonable means. The customer’s continued use of Euclido Assist after such modifications constitutes acceptance of the revised Terms and Conditions. If the customer does not agree to the modifications, the customer must cease using the Service immediately and may terminate the subscription as set forth in Section 7.

16. Miscellaneous Provisions

    1. Entire Agreement: This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous discussions, agreements, or understandings of any kind between the parties with respect to the subject matter.
    2. Assignment: The customer may not assign or transfer this Agreement, whether by operation of law or otherwise, without the prior written consent of Euclido Inc. Any attempt to assign or transfer this Agreement in violation of this provision will be null and void. Euclido Inc. may assign this Agreement without the customer's consent in connection with a merger, acquisition, or sale of all or substantially all of its assets.
    3. No Waiver: Failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. A waiver will be effective only if made in writing and signed by an authorized representative of the waiving party.
    4. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The invalid or unenforceable provision will be modified to the extent necessary to make it valid and enforceable, or if not possible, replaced by a provision that achieves the original intent of the parties to the fullest extent permissible.
    5. Notices: All notices under this Agreement must be in writing and will be deemed given when delivered personally, sent by email with receipt confirmation, or mailed by registered or certified mail (return receipt requested) to the respective party’s address as provided in the subscription agreement.
    6. Relationship of the Parties: Nothing in this Agreement will be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Euclido Inc. is an independent contractor, and neither party has the authority to bind or make commitments on behalf of the other party.

17. Contact Information

    If you have any questions or concerns regarding these Terms and Conditions, you may contact Euclido Inc. at:

    Euclido Inc.
    19 Amos Ave,
    Waterloo, ON, Canada
    Email: info@euclido.com
    Phone: +1 (226) 978-8443