The agreement behind every deployment.

Agreement to these Terms

These Terms of Service (“Terms”) form a legal agreement between ORACA AI(“ORACA AI,” “we,” “us,” “our”), a corporation incorporated in Nova Scotia, Canada, and the individual or entity that accesses our website, connects a Google account to an ORACA AI application, or engages our services (“you,” “Client”).

By accessing oracaai.com, authorizing an ORACA AI application to access your Google account, or engaging our services, you agree to these Terms. If you do not agree, do not use the Services.

If you accept these Terms on behalf of an organization, you represent that you have authority to bind that organization.

Definitions

What we provide

ORACA AI provides configured automation systems for service businesses: secure lead capture and qualification, appointment scheduling, follow-up communication, pipeline tracking, and related administrative workflows.

Services are delivered under a one-time setup fee plus a monthly subscription, as set out in your Order Form. We do not bill hourly.

We may modify, improve, or replace components of the Services, provided we do not materially reduce functionality you are actively paying for.

Accounts and access

You must be at least 18 and legally capable of entering a contract. You agree to provide accurate registration information, keep credentials confidential, and notify us immediately of any unauthorized access. You are responsible for activity conducted under your account.

We may suspend access where there is a security risk, non-payment, or breach of these Terms.

Connecting your Google account

This section governs any ORACA AI application that requests access to your Google account. Connecting Google is optional — we also offer a service-account calendar-sharing path that requires no OAuth grant.

5.1 Scopes we request and why

We request no other scope. If a future feature requires one, we will publish the change here and, where Google requires it, ask you to re-authorize — an added scope never takes effect on an existing grant.

5.2 Scopes we never request

ORACA AI does not request, and cannot exercise, any of the following:

• Any Gmail API scope whatsoever — including reading, searching, or modifying your inbox (gmail.readonly, gmail.modify, gmail.metadata, gmail.send)
• Access to Google Drive or Docs file content
• Access to Google Contacts
• Google Workspace admin or directory access

5.3 Limited Use of Google user data

ORACA AI's use and transfer of information received from Google APIs to any other app will adhere to the Google API Services User Data Policy, including the Limited Use requirements.

In specific terms:

• Purpose limitation. Google User Data is used only to provide and improve the user-facing features you explicitly authorized — calendar scheduling and the meeting links attached to it.
• No sale or advertising. We never sell, rent, or transfer Google User Data for advertising, credit assessment, lending, or any other unrelated purpose.
• No model training. Google User Data is never used or transferred to develop, improve, or train generalized or non-personalized artificial intelligence or machine learning models. Data obtained from Google Workspace APIs is expressly excluded from any model development, training, or fine-tuning, by us or by any provider we use.
• No human reading. ORACA AI personnel do not read Google User Data except: (a) with your explicit, specific consent to resolve an issue you raised; (b) where necessary for security investigations or abuse prevention; (c) where required by law; or (d) where the data has been aggregated and anonymized for internal operational metrics.
• Minimal transfer. Google User Data is transferred only to the sub-processors necessary to operate the authorized feature (§15), under contract, and only for that purpose.

5.4 How we store and protect your credentials

OAuth refresh and access tokens are encrypted at rest, stored per-client with row-level access controls, and held server-side only. Tokens are never exposed to browser code, never written to logs, and never committed to version control. Access to production credentials is least-privilege and logged.

5.5 Revoking access

You may revoke ORACA AI's access at any time at myaccount.google.com/permissions, or by emailing privacy@oracaai.com.

On revocation, we stop calling Google APIs on your behalf immediately and delete stored tokens within 30 days. Scheduling features will stop working. Calendar events already created remain on your calendar and are unaffected. On termination of the Services we revoke and delete Google credentials within 30 days without needing a request from you.

Acceptable use

You may not use the Services to:

• Conduct or facilitate any illegal activity;
• Send commercial electronic messages in violation of CASL, CAN-SPAM, or equivalent law;
• Harvest, scrape, or compile contact data without a lawful basis;
• Present an Agent as a human where disclosure of automated interaction is required by law or by these Terms;
• Submit or process protected health information, payment card data, government identification, biometric data, or criminal record information without a prior written agreement and executed DPA;
• Reverse-engineer, decompile, or attempt to extract the source code, system prompts, or workflow logic of the platform;
• Resell, sublicense, or white-label the Services without a written reseller agreement;
• Circumvent rate limits, security controls, Usage Allowances, or usage restrictions;
• Disable, bypass, or modify any unsubscribe mechanism, sender identification, suppression list, or consent control built into the Services;
• Transmit content that infringes third-party rights or that is defamatory, harassing, or unlawful.

We may suspend the Services immediately where a breach creates legal, security, or reputational risk.

Client cooperation and dependencies

Delivery of the Services depends materially on your timely cooperation. You will provide, at no charge and within a reasonable time:

• Access to the systems, accounts, calendars, domains, DNS records, APIs, and credentials reasonably required to configure and operate the Services;
• Branding assets, business rules, qualification criteria, message templates, and approvals;
• A named point of contact with authority to make decisions and give approvals;
• Accurate and complete information about your business, offers, and compliance requirements;
• Personnel availability reasonable for onboarding, testing, and handover.

Approvals. Where we request an approval or decision required to proceed, you will respond within five (5) business days. Project timelines extend day-for-day for each business day of delay beyond that.

Consequences of delay. ORACA AI is not responsible for delays, reduced performance, degraded results, or missed outcomes caused by: your delay or non-response; inaccurate, incomplete, or unlawfully obtained information you provide; your failure or refusal to grant required access; changes you make to connected systems without notice; unavailability, deprecation, or policy change of a third-party system; or your decision not to use the Services as configured.

Prolonged blocking. If we are unable to progress the Services for thirty (30) consecutive days due to a cause within your control, we may invoice any remaining setup fee as earned, continue billing the monthly subscription, and suspend delivery until access is restored.

Consent and lawful contact (CASL and equivalents)

The Services can send commercial electronic messages by email and, where configured, by SMS or other messaging channels. CASL applies to text messages as well as email.

You are solely responsible for determining whether any recipient may lawfully be contacted, and for maintaining the factual basis supporting express or implied consent for every recipient in any list, import, or integration you supply or authorize. You will provide that basis to us on request.

You are responsible for ensuring every commercial message sent through the Services includes accurate sender identification, valid contact information, and a functioning unsubscribe mechanism, and for honouring withdrawals of consent.

You indemnify ORACA AI in respect of any penalty, claim, or proceeding under CASL, CAN-SPAM, telemarketing or do-not-call rules, or equivalent legislation arising from messages sent through the Services at your direction or on your data.

Accountability for End User personal information

For personal information collected through Agents deployed for you, you remain accountable for that information under PIPEDA and equivalent legislation, and ORACA AI processes it on your behalf and on your documented instructions. For clients subject to GDPR or similar regimes, you act as controller and ORACA AI acts as processor; a DPA is available on request and, once executed, governs that processing.

You are responsible for:

• Obtaining valid consent before any collection, use, or commercial message;
• Providing any AI-interaction disclosures your regulator requires;
• Maintaining your own privacy policy covering the data your Agent collects;
• Responding to End User access, correction, and deletion requests — we will assist within a reasonable time;
• Ensuring contact data you supply was lawfully obtained and is accurate.

For personal information collected through ORACA AI's own website and agent, ORACA AI is accountable — see our Privacy Policy.

Fees, usage, payment, and taxes

10.1 Fees

• Setup fees are due before build work begins and are non-refundable once work has commenced.
• Monthly subscription fees are billed in advance and renew automatically each month until cancelled.
• You may cancel with 30 days' written notice before the next billing date.
• We may change fees on 30 days' notice, never mid-term.

10.2 Usage Allowances and overages

Your Order Form may specify Usage Allowances covering AI model consumption, email sends, SMS or voice volume, telephone numbers, data enrichment or lookup credits, storage, and API calls.

• Consumption beyond a Usage Allowance is billed in arrears at our then-current published overage rates.
• Where no Usage Allowance is stated, a fair-use standard applies: consumption materially exceeding typical use for your tier entitles us to require a tier change or introduce an allowance on 30 days' notice.
• Where consumption materially exceeds an allowance or creates a cost or abuse risk, we may throttle or suspend the affected function after reasonable notice, or immediately where the risk is urgent.
• Third-party pass-through costs — including advertising spend, carrier and telephony fees, and number provisioning — are billed at cost or as stated in the Order Form, and may be required in advance where we would otherwise fund them.

10.3 Payment mechanics

• Amounts are payable in the currency stated on the invoice.
• Where a payment method is on file, you authorize us to charge it for fees and overages as they fall due. If a charge fails, we may retry and you will provide a valid method within five business days.
• Invoices more than 10 days overdue may result in suspension. Overdue amounts bear interest at 1.5% per month (18% per annum) or the maximum permitted by law, whichever is lower, and you are responsible for reasonable collection costs.

10.4 Taxes

All fees are exclusive of taxes. GST/HST is charged where applicable to Canadian clients; services exported to non-resident clients may be zero-rated. You are responsible for any withholding or local taxes in your jurisdiction.

Intellectual property

ORACA AI owns and retains all right, title, and interest in the platform, engines, source code, system prompts, workflow logic, templates, documentation, and all improvements — including anything conceived or developed while delivering Services to you.

You receive a non-exclusive, non-transferable, revocable licence to use the configuration deployed for you for the duration of your subscription. Deliverables are licensed, not sold, unless an Order Form expressly assigns intellectual property to you.

You own your data, branding, content, and End User records. You grant us a licence to host and process them solely to deliver the Services.

If you provide feedback or suggestions, we may use them without restriction or compensation. We will use your name, logo, or a case study only with your written permission, which may be granted in an Order Form.

AI output — no professional advice

Agents generate automated output that may be incomplete, out of date, or incorrect.

Output produced by an Agent is not legal, medical, financial, tax, or other professional advice, and must not be presented to End Users as such. You are responsible for reviewing configurations, approving message templates, and supervising Agent output in any regulated context. You must not configure an Agent to deliver regulated advice without qualified human review.

ORACA AI disclaims liability for decisions made in reliance on Agent output.

Confidentiality

Each party will protect the other's confidential information with at least reasonable care, use it only for the engagement, and disclose it only to personnel and sub-processors bound by equivalent obligations, or where compelled by law with notice where legally permitted. These obligations survive three years after termination; trade secrets are protected for as long as they remain trade secrets.

Security

ORACA AI maintains technical and organizational safeguards appropriate to the nature and sensitivity of the information processed, consistent with PIPEDA's proportional safeguards standard.

As at the “Last updated” date above, those controls include: TLS encryption in transit and AES-256 encryption at rest; row-level access controls; append-only audit logging of material actions; secrets held in encrypted environment vaults rather than source code; least-privilege, logged access to production; and a documented incident response process.

The description above is a good-faith statement of the controls in effect as at that date. It is not a warranty that any individual control will operate without fault, and we may substitute a control providing equivalent or greater protection. No system is perfectly secure; we design, document, and audit ours so that issues are containable and traceable.

Incident notification. We will notify you without undue delay after confirming a security incident affecting your data, and in any event within seventy-two (72) hours of that confirmation, with the facts then known and our remediation steps. Where an incident creates a real risk of significant harm within the meaning of PIPEDA, we will support your reporting and notification obligations and, where ORACA AI is the organization in control of the information, report as soon as feasible.

Sub-processors and third-party services

The Services depend on third-party providers, each bound by contract to process data only on our behalf. As at the “Last updated” date these are:

Changes.We may add, remove, or replace a sub-processor. Where a change materially affects the processing of your data, we will give 30 days' notice. If you reasonably object on privacy or security grounds, you may terminate the affected feature or, where it is material to the Services, the Order Form, effective at the end of the notice period, without penalty.

Where message content is processed by a model provider to generate a reply, it is processed transiently to serve that feature under no-training terms. Google User Data is never provided to any provider for model training, development, or fine-tuning.

We are not liable for third-party outages, deprecations, or policy changes, but will use commercially reasonable efforts to restore or replace an affected component.

Support, availability, and Beta Features

Support. Support is provided by email during business hours, 9:00–17:00 Atlantic Time, Monday to Friday, excluding Canadian statutory holidays. We target a first response within one business day. Support covers configuration, defects, and operational questions; it does not include new scope, which is quoted separately.

Availability. We do not commit to a specific uptime percentage unless an Order Form states a service level. Availability depends on third-party infrastructure outside our control.

Beta Features. Any feature identified as beta, preview, pilot, or early access is provided as-is, may be changed or withdrawn at any time, is excluded from any service level, and is used at your discretion and risk. Nothing in §18 (warranties) or elsewhere creates a warranty for a Beta Feature.

Term, suspension, and termination

The initial term is set out in your Order Form and continues month-to-month thereafter.

Either party may terminate for convenience on 30 days' written notice, or immediately for a material breach that remains uncured 10 days after notice, or on the other party's insolvency.

On termination: access to the Services ends, we revoke and delete Google credentials within 30 days, and your data is deleted or retained according to the retention schedule in our Privacy Policy. You may request a data export within 30 days of termination. Fees accrued before termination, including overages incurred, remain payable.

Warranties and disclaimers

We warrant that Services will be performed in a professional and workmanlike manner by qualified personnel.

Except as expressly stated, the Services are provided “as is” and “as available” without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant uninterrupted or error-free operation, nor any specific business result — including any number of leads, appointments, bookings, or revenue. Any performance guarantee is effective only where expressly stated in an Order Form, and applies only on the conditions set out there.

Limitation of liability

Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill.

ORACA AI's total aggregate liability arising out of or relating to these Terms is limited to the total fees you paid to ORACA AI in the twelve (12) months preceding the event giving rise to the claim.

These limits do not apply to your payment obligations, your indemnity obligations, or to liability that cannot be limited under applicable law, including fraud, gross negligence, or death or personal injury.

Indemnification

You indemnify ORACA AI against third-party claims arising from your data or content, your use of the Services in breach of §6, your obligations under §8 (consent and lawful contact), your failure to obtain required End User consent, or regulated advice delivered through an Agent you configured.

We indemnifyyou against third-party claims that the ORACA AI platform, as provided by us and used as permitted, infringes a third party's intellectual property rights — provided you notify us promptly and allow us to control the defence and settlement.

Changes to these Terms

We may update these Terms. For material changes we will give at least 30 days' notice by email or a prominent notice on the site. Continued use after the effective date constitutes acceptance. The “Last updated” date at the top always reflects the current version.

Governing law and disputes

These Terms are governed by the laws of the Province of Nova Scotia and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. The parties attorn to the exclusive jurisdiction of the courts of Halifax, Nova Scotia. The UN Convention on Contracts for the International Sale of Goods does not apply.

Before commencing proceedings, the parties will attempt in good faith to resolve the dispute through direct negotiation for 30 days.

General

Entire agreement. These Terms, your Order Form, any executed DPA, and our Privacy Policy are the entire agreement between the parties. Order of precedence: signed master agreement or Order Form, then any executed DPA, then these Terms, then the Privacy Policy.

Survival. Sections 8 (consent indemnity), 11 (intellectual property), 13 (confidentiality), 19 (limitation of liability), 20 (indemnification), 22 (governing law), and this section survive termination, together with any accrued payment obligations.

Severability. If a provision is unenforceable, the rest remains in force.

No waiver. Failure to enforce a provision is not a waiver of it.

Assignment. You may not assign these Terms without our written consent. We may assign in connection with a merger, acquisition, or sale of assets.

Non-solicitation. During the term and for twelve months after, neither party will directly solicit for employment any individual involved in delivering or receiving the Services, excluding responses to general public advertising.

Force majeure. Neither party is liable for delay caused by events beyond reasonable control.

Relationship. Nothing here creates a partnership, joint venture, employment, or agency relationship.

Notices. Notices to us go to privacy@oracaai.com. Notices to you go to the email on your account.

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