Terms of Service

Please read these Terms of Service carefully before using our Service. These Terms, together with the documents incorporated by reference (including the AI Product Terms, Privacy Policy, Acceptable Use Policy, and Data Processing Agreement), form the complete agreement between You and Caleta regarding the Service.

1. Definitions

Capitalized terms have the meanings set forth below. Terms not defined here may be defined in the AI Product Terms or Privacy Policy.

"Account" means the unique account created for You to access the Service.

"Affiliate" means an entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of 50% or more of the voting securities.

"AI Features" means any product features or functionality within the Service that incorporate artificial intelligence or machine learning, whether powered by Caleta's proprietary models or Third-Party AI Providers. AI Features are governed by the AI Product Terms.

"AI Product Terms" means the supplemental terms governing AI Features, available at Caleta.us/terms_ai, which are incorporated into these Terms by reference.

"Company" (also referred to as "Caleta," "We," "Us," or "Our") refers to Caleta, Inc., 1100 Bellevue Way NE 8a-683, Bellevue, WA 98004.

"Content" means text, images, data, or other information posted, uploaded, or otherwise made available by You through the Service, excluding Outputs.

"Customer Data" means all data, content, and information (in any format) submitted to or generated through the Service by or on behalf of You, including Content, Inputs, and Outputs. Customer Data is and remains Your property.

"Device" means any device that can access the Service, such as a computer, mobile phone, or tablet.

"Feedback" means suggestions, enhancement requests, recommendations, or other feedback provided by You regarding the Service.

"Input" has the meaning set forth in the AI Product Terms.

"Output" has the meaning set forth in the AI Product Terms.

"Privacy Policy" means Our privacy policy available at Caleta.us/privacy, which describes how We collect, use, and disclose personal information.

"Service" means the Caleta platform, including the website at https://www.caleta.us, the Caleta application, all AI Features, APIs, dashboards, and related documentation.

"Subscription" means the paid access to the Service offered on a recurring basis.

"Third-Party AI Provider" means a third-party company whose AI models or technology are used to deliver AI Features.

"Usage Data" means aggregated, anonymized, and de-identified data derived from use of the Service that cannot reasonably be traced back to You or any individual. Usage Data is not Customer Data.

"You" means the individual or legal entity accessing or using the Service.

2. Acceptance and Eligibility

By accessing or using the Service, You agree to be bound by these Terms, the AI Product Terms, the Privacy Policy, and the Acceptable Use Policy. If You do not agree, You may not use the Service.

You represent that You are at least 18 years old and have the legal authority to enter into these Terms. If You are using the Service on behalf of an organization, You represent that You have authority to bind that organization.

Your use of the Service is also subject to Our Privacy Policy, which describes how We collect, use, and disclose personal information. Please read the Privacy Policy before using the Service.

3. The Service

3.1 License Grant

Subject to these Terms and payment of applicable fees, We grant You a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service during Your Subscription term for Your internal business purposes.

3.2 AI Features

The Service includes AI Features that are governed by the AI Product Terms, which are incorporated by reference. In the event of a conflict between these Terms and the AI Product Terms regarding AI-specific matters, the AI Product Terms will prevail.

You acknowledge that AI Features may produce Outputs that are inaccurate, incomplete, or inconsistent. You are responsible for evaluating and verifying all Outputs before reliance.

3.3 Restrictions

You will not, and will not permit any third party to:

• Access or use the Service in violation of applicable law or the Acceptable Use Policy.
• Reverse-engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying models, algorithms, weights, or architecture from the Service or AI Features.
• Use the Service to develop products or services that compete with Caleta, including training competing AI or machine learning models.
• Remove, alter, or obscure any proprietary notices in the Service.
• Access the Service through automated means (bots, scrapers, etc.) except through Our published APIs.
• Resell, sublicense, or make the Service available to third parties as a standalone offering.

3.4 Modifications to the Service

We may modify, update, or discontinue features of the Service at any time. We will use commercially reasonable efforts to provide advance notice of material changes. No modification will materially diminish the core functionality of the Service during Your paid Subscription term without Your consent.

4. Customer Data and Intellectual Property

4.1 Ownership of Customer Data

As between You and Caleta, You retain all right, title, and interest in and to Your Customer Data. Nothing in these Terms transfers ownership of Customer Data to Caleta.

4.2 License to Caleta

You grant Caleta a limited, non-exclusive, worldwide license to use, process, store, and transmit Customer Data solely as necessary to:

• (a) provide, maintain, and improve the Service;
• (b) comply with applicable law and enforce these Terms;
• (c) generate aggregated, anonymized Usage Data; and
• (d) train and improve Caleta's proprietary models and algorithms, subject to the conditions described in the AI Product Terms (including Your right to opt out).

This license does not grant Caleta any right to sell Customer Data to third parties. Caleta does not permit Third-Party AI Providers to use Customer Data to train their models, as further described in the AI Product Terms.

4.3 Feedback

If You provide Feedback, You grant Caleta a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, and incorporate such Feedback into the Service without restriction or obligation to You.

4.4 Caleta Intellectual Property

The Service, including its original content, features, functionality, design, and underlying technology (excluding Customer Data), is and remains the exclusive property of Caleta and its licensors. Nothing in these Terms grants You any right to Caleta's trademarks, trade names, or branding.

5. User Content and Conduct

5.1 Responsibility for Content

You are solely responsible for all Content You submit through the Service, including its legality, accuracy, and appropriateness. By posting Content, You represent that You own it or have the necessary rights to submit it.

5.2 Content Restrictions

You may not submit Content that is unlawful, threatening, defamatory, obscene, fraudulent, or that infringes the intellectual property or privacy rights of any third party. We reserve the right to remove Content that violates these Terms and to suspend or terminate Accounts engaged in such conduct.

5.3 Content Backups

While We perform regular backups, We do not guarantee against data loss or corruption. You are responsible for maintaining independent copies of Your Content.

6. Subscriptions and Payment

6.1 Subscription Plans

Certain features of the Service are available only through paid Subscriptions. Your Subscription will automatically renew at the end of each billing period unless You cancel before the renewal date.

6.2 Cancellation

You may cancel Your Subscription at any time through Your Account settings or by contacting Us. Cancellation takes effect at the end of the current billing period. No refund will be issued for the remaining period unless otherwise required by law.

6.3 Fee Changes

We may modify Subscription fees upon at least 30 days' prior written notice. Fee changes take effect at the start of the next billing period. Your continued use after a fee change constitutes acceptance of the new fees.

6.4 Free Trials

We may offer free trials at Our discretion. If You provide billing information for a free trial, You will be charged automatically at the end of the trial unless You cancel. We may modify or terminate free trial offers at any time.

7. Third-Party Services

The Service may integrate with or contain links to third-party websites, services, or content ("Third-Party Services"). Caleta does not control and is not responsible for any Third-Party Services. Your use of Third-Party Services is governed by their own terms and policies.

If the Service allows You to authenticate through a Third-Party Social Media Service, You authorize Us to access and use information in accordance with Our Privacy Policy and Your settings with that provider.

8. Confidentiality

"Confidential Information" means any non-public information disclosed by either party that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Customer Data, including all Inputs and Outputs processed through AI Features, is Your Confidential Information.

The receiving party will protect Confidential Information using at least the same degree of care it uses for its own confidential information (but no less than reasonable care), and will not disclose it except to employees, contractors, and service providers who need access and are bound by obligations of confidentiality. Confidential Information does not include information that is publicly available, independently developed, or rightfully received from a third party without restriction.

9. Privacy, Data Processing, and AI Training

9.1 Privacy Policy

Our collection and use of personal information is described in the Privacy Policy at Caleta.us/privacy. By using the Service, You acknowledge that You have read the Privacy Policy.

9.2 Data Processing Agreement

If You require a Data Processing Agreement ("DPA") under applicable data protection law (including GDPR), contact support@caleta.us. The DPA supplements these Terms regarding the processing of personal data on Your behalf.

9.3 AI Training and Data Improvement

Caleta uses anonymized and aggregated Customer Data to train and improve its proprietary AI models and platform features, subject to the conditions and safeguards described in the AI Product Terms. This includes Your right to opt out of training at any time by contacting support@caleta.us. Enterprise-tier customers may negotiate contractual terms that default to no training.

Caleta does not permit any Third-Party AI Provider to use Your Customer Data to train, retrain, or fine-tune their models. This commitment is enforced through contractual obligations with each provider and described in detail in the AI Product Terms.

10. Copyright and Intellectual Property Claims

We respect intellectual property rights. If You believe Content on the Service infringes Your copyright, You may submit a DMCA notice to Our designated agent:

Copyright Agent: daniel@caleta.us

Your DMCA notice must include:

• (i) a description of the copyrighted work;
• (ii) identification of the infringing material and its location;
• (iii) Your contact information;
• (iv) a statement of good faith belief;
• (v) a statement of accuracy under penalty of perjury; and
• (vi) Your physical or electronic signature.

11. Warranties and Disclaimers

11.1 Our Warranties

We warrant that: (a) the Service will perform materially in accordance with its documentation during Your Subscription term; and (b) We have contractual commitments from each Third-Party AI Provider prohibiting their use of Customer Data for model training.

11.2 Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, CALETA DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

AI FEATURES DISCLAIMER: AI Features may produce Outputs that are inaccurate, incomplete, misleading, or biased. Outputs may contain errors, hallucinations, or offensive content. Caleta does not warrant the accuracy, reliability, or completeness of any Output. Outputs are not intended as professional advice in any regulated domain (legal, medical, financial, or otherwise) and should be reviewed by qualified personnel before reliance.

12. Limitation of Liability

12.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CALETA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO CALETA IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12.2 Exclusion of Damages

IN NO EVENT WILL CALETA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF CALETA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 Exceptions

The limitations in this Section 12 do not apply to:

• (a) either party's breach of confidentiality obligations;
• (b) either party's indemnification obligations;
• (c) Your breach of Section 3.3 (Restrictions); or
• (d) amounts owed under Section 6 (Subscriptions and Payment).

13. Indemnification

13.1 Caleta's Indemnification

Caleta will defend, indemnify, and hold harmless You against any third-party claim alleging that the Service (excluding Customer Data and Outputs) infringes a third party's intellectual property rights, and will pay any resulting damages finally awarded or settlement amounts.

13.2 Your Indemnification

You will defend, indemnify, and hold harmless Caleta against any third-party claim arising from:

• (a) Your Customer Data;
• (b) Your use of Outputs;
• (c) Your breach of these Terms or the Acceptable Use Policy; or
• (d) Your violation of applicable law.

13.3 Procedure

Indemnification is conditioned on the indemnified party:

• (i) providing prompt written notice;
• (ii) granting sole control of the defense and settlement; and
• (iii) providing reasonable cooperation.

14. Termination

14.1 Termination for Breach

Either party may terminate these Terms if the other party materially breaches and fails to cure within 30 days of written notice. We may terminate or suspend Your Account immediately if You breach the Acceptable Use Policy or engage in conduct that threatens the security of the Service.

14.2 Effect of Termination

Upon termination:

• (a) Your license to use the Service ceases immediately;
• (b) We will make Your Customer Data available for export for 30 days following termination; and
• (c) after that 30-day period, We will delete Customer Data in accordance with Our data retention policies.

Any data already incorporated into anonymized training datasets (as described in the AI Product Terms) may be retained but cannot be traced back to You.

14.3 Refund on Termination for Convenience

If We terminate Your Subscription for convenience (not due to Your breach), We will refund prepaid fees covering the remainder of the Subscription term.

14.4 Survival

Sections 4 (Customer Data), 8 (Confidentiality), 11.2 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), and 16 (Governing Law) will survive termination.

15. User Accounts

You must provide accurate and complete registration information and keep it current. You are responsible for safeguarding Your Account credentials and for all activity under Your Account. You must notify Us immediately of any unauthorized access.

You may not use a username that infringes another's rights, impersonates any person or entity, or is offensive or obscene.

16. Governing Law and Disputes

16.1 Governing Law

These Terms are governed by the laws of the State of Washington, United States, without regard to conflict-of-law principles.

16.2 Dispute Resolution

Before initiating formal proceedings, the parties agree to attempt informal resolution by contacting the other party in writing and negotiating in good faith for at least 30 days.

16.3 EU Users

If You are a consumer in the European Union, You will benefit from any mandatory provisions of the law of Your country of residence.

16.4 U.S. Government Users

For U.S. federal government end users, the Service is a "Commercial Item" as defined at 48 C.F.R. §2.101.

17. General Provisions

17.1 Entire Agreement

These Terms, together with the AI Product Terms, Privacy Policy, Acceptable Use Policy, Data Processing Agreement, and any Order Form, constitute the entire agreement between You and Caleta. In the event of conflict, the order of precedence is: (1) Order Form; (2) DPA; (3) AI Product Terms; (4) these Terms; (5) Privacy Policy; (6) AUP.

17.2 Amendments

We may modify these Terms at any time. Material changes will be communicated with at least 30 days' advance notice via email or in-product notification. Your continued use after the effective date constitutes acceptance. If You do not agree, You must stop using the Service.

17.3 Severability

If any provision is held unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remaining provisions will remain in full force.

17.4 Waiver

Failure to enforce any right under these Terms is not a waiver of that or any other right.

17.5 Assignment

You may not assign these Terms without Our written consent. We may assign these Terms to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of Our assets.

17.6 Notices

Notices to Caleta should be sent to: legal@caleta.us. Notices to You will be sent to the email address associated with Your Account.

17.7 Export Compliance

You represent that You are not located in a U.S.-embargoed country or on any U.S. government restricted parties list. You will comply with all applicable export and trade control laws.

18. Contact Us

If you have questions about these Terms, You can contact us:

• By email: support@caleta.us
• By web: https://www.caleta.us/contact
• By mail: Caleta, Inc., 1100 Bellevue Way NE 8a-683, Bellevue, WA 98004