Terms of Use

These Terms of Use ("Terms") govern your access to and use of the Black Cove website, platform, and related services (collectively, the "Services") provided by Black Cove Inc. ("Black Cove," "we," "us," or "our"). By accessing or using the Services, you agree to be bound by these Terms.

If you are entering into these Terms on behalf of a company or legal entity, you represent that you have the authority to bind that entity. In that case, "you" and "your" refer to the entity.

If you do not agree to these Terms, do not use the Services.

Privacy: Our collection and use of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference.

1. Eligibility and Account Requirements

To use the Services, you must:

• Be at least 18 years of age (or the age of majority in your jurisdiction)
• Have the legal capacity to enter into a binding contract
• Provide accurate and complete registration information
• Maintain the security and confidentiality of your account credentials
• Notify us immediately of any unauthorized access or security breach

You are responsible for all activity that occurs under your account. You may not:

• Share your account credentials with others
• Create multiple accounts for the same individual or entity
• Allow others to access your account
• Transfer or assign your account without our prior written consent

If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2. The Services

Black Cove provides AI-powered technology assessment tools that analyze structured and unstructured input data and may produce assessments, insights, reports, and summaries to support due diligence, technology modernization, and business decision-making.

We may modify or discontinue portions of the Services at any time without notice.

3. Your Responsibilities

You agree to:

• Provide Input Content that you have the right to use and share
• Use the Services in compliance with all applicable laws and regulations
• Ensure that your Input Content does not violate any third-party rights
• Comply with all export control and sanctions laws

You are solely responsible for the decisions and results stemming from your use of the Services.

4. Data and Content Ownership

4.1 Input Content

You retain ownership of the content and data you upload or submit ("Input Content").

By providing Input Content, you grant Black Cove a non-exclusive, worldwide license to process, store, and use Input Content solely for the following purposes:

• Operating the Services: Processing your data to generate assessments, reports, and insights
• Maintaining the Services: Backup, disaster recovery, and system maintenance
• Technical Support: Troubleshooting and resolving technical issues with your account

We do not use your Input Content to train AI models or improve our Services for other users. Your data is used only to provide the Services to you.

4.2 Output Content

The assessments, reports, insights, and other content generated by the Services ("Output Content") are made available to you under a non-exclusive license. You may use, reproduce, and distribute Output Content for your internal business purposes, provided that:

• You comply with these Terms
• You do not remove or obscure any Black Cove branding or attribution
• You understand that Output Content may contain errors and should be independently verified

Black Cove retains all intellectual property rights in the underlying technology, models, and methodologies used to generate Output Content.

4.3 Third-Party Disclosure

We will not disclose your Input Content to third parties except:

• Service Providers: Cloud hosting providers (e.g., AWS, Google Cloud), AI model providers (e.g., OpenAI, Anthropic), and other vendors necessary to operate the Services. These providers are contractually obligated to protect your data.
• As Instructed by You: When you explicitly direct us to share data
• Legal Requirements: As required by law, court order, or legal process
• Business Transfers: In connection with a merger, acquisition, or sale of assets

4.4 Data Retention and Deletion

• Active Accounts: We retain your Input Content for as long as your account is active or as needed to provide the Services.
• Account Deletion: Upon account termination or deletion, we will delete your Input Content within 90 days, except where retention is required for legal, regulatory, or security purposes.
• Backups: Data may persist in backup systems for up to 180 days after deletion from production systems.
• Anonymized Data: We may retain anonymized, aggregated, or de-identified data indefinitely for analytics and service improvement.

You may request deletion of your data at any time by contacting privacy@blackcove.ai. See our Privacy Policy for more details on data retention and your deletion rights.

5. AI-Generated Output and Accuracy

The Services rely on generative artificial intelligence, machine learning, and statistical models. You acknowledge and agree that:

• Outputs may be inaccurate, incomplete, or contain errors
• Outputs may include hallucinations, false statements, or bias
• Outputs are not a substitute for expert judgment or independent verification
• No investment, legal, architectural, engineering, or other professional advice is being provided

You are solely responsible for validating the accuracy and suitability of any outputs before use.

6. Subscription and Payment Terms

6.1 Fees and Payment

If you subscribe to paid Services, you agree to pay all applicable fees and taxes. Payment is due according to the billing terms specified when you subscribe.

6.2 Automatic Renewal

Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. You will be charged the then-current rate for your subscription tier.

6.3 Cancellation

You may cancel your subscription at any time:

• Monthly Subscriptions: Cancel through your account settings or by contacting support@blackcove.ai. Cancellation takes effect at the end of the current billing period. You will retain access until the end of the paid period.
• Annual Subscriptions: Cancel by contacting support@blackcove.ai. Cancellation takes effect at the end of the current annual term.

Upon cancellation, you will not receive a refund for the current billing period unless required by law.

6.4 Price Changes

We may change pricing with at least 30 days' advance notice. Notice will be provided via email or in-product notification. If you do not agree to a price increase, you may cancel your subscription before the new price takes effect.

6.5 Non-Payment

Failure to pay may result in suspension or termination of your access to the Services. We may also charge interest on overdue amounts and recover collection costs.

6.6 Refunds

Fees are generally non-refundable except:

• As required by applicable law
• If we terminate your account for reasons other than a breach of these Terms
• If we discontinue the Services entirely

7. Acceptable Use

You agree not to:

• Reverse engineer or extract source code, data, or models from the Services
• Upload content that is unlawful or infringes the rights of others
• Use the Services to develop competing products or datasets
• Attempt to bypass security features or disrupt system integrity

Violation of this Section may result in immediate termination.

8. Usage Limits and Fair Use Policy

8.1 Usage Limits

We may impose reasonable limits on your use of the Services, including:

• Number of assessments or reports per billing period
• Data storage capacity
• API rate limits
• Concurrent user sessions
• File upload sizes and formats

Specific limits are defined in your subscription plan. If you exceed applicable limits, we may throttle, suspend, or charge additional fees for continued access.

8.2 Fair Use Policy

The Services are designed for normal business use. You agree not to use the Services in a manner that:

• Consumes excessive computational resources
• Degrades the performance or availability of the Services for other users
• Uses automated scripts or bots to generate unreasonable volumes of requests
• Attempts to circumvent usage limits or metering systems

We reserve the right to monitor resource usage and take action if we determine, in our sole discretion, that your use is excessive or abusive. Actions may include:

• Throttling or rate-limiting your access
• Temporarily suspending your account while we investigate
• Requiring you to upgrade to a higher-tier plan
• Terminating your account for repeated violations

We will make reasonable efforts to notify you before taking such action, except in cases of severe abuse or security threats.

8.3 Service Availability

The Services may be unavailable from time to time due to maintenance, upgrades, or factors beyond our control. We do not guarantee uninterrupted availability. We will provide advance notice of scheduled maintenance when reasonably possible.

9. Feedback and Suggestions

If you provide feedback, suggestions, or ideas about the Services ("Feedback"), you grant Black Cove a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate Feedback into our products and services without compensation or attribution to you.

10. Intellectual Property

All intellectual property rights in the Services, including software, models, interfaces, and documentation, belong to Black Cove Inc. or its licensors.

Except as expressly authorized in these Terms, no rights are granted to you.

11. Confidentiality

Each party will protect the other party's confidential information with at least a reasonable degree of care and will not disclose it except as permitted under these Terms or required by law.

12. Termination

12.1 Termination by You

You may terminate your account at any time by:

• Canceling your subscription through your account settings, or
• Contacting us at support@blackcove.ai

Upon termination by you:

• Your access to the Services will cease at the end of your current billing period (for paid accounts) or immediately (for free accounts)
• You will not receive a refund for the current billing period unless required by law
• Your data will be deleted in accordance with Section 4.4 (Data Retention and Deletion)

12.2 Termination by Black Cove

We may suspend or terminate your access to the Services immediately if:

• You violate these Terms
• You create a security risk
• Continued access would violate law
• Your account has been inactive for more than 12 months
• Your payment is past due by more than 30 days

We will provide notice when reasonably possible, except in cases of legal requirement, security risk, or material breach of these Terms.

12.3 Effect of Termination

Upon termination by either party:

• All rights granted to you under these Terms immediately cease
• You must cease all use of the Services
• Sections 4 (Data and Content Ownership), 5 (AI-Generated Output and Accuracy), 9 (Feedback), 10 (Intellectual Property), 11 (Confidentiality), 13 (Disclaimer of Warranties), 14 (Limitation of Liability), 15 (Indemnification), 16 (Governing Law), and 19-23 (General Provisions) survive termination

13. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

BLACK COVE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING:

• ACCURACY OR RELIABILITY OF OUTPUTS
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• AVAILABILITY OR UPTIME

We do not guarantee that:

• The Services will meet your specific needs,
• Outputs will be correct or reliable,
• The Services will be secure, error-free, or uninterrupted.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• BLACK COVE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, INVESTMENT LOSS, OR BUSINESS INTERRUPTION.
• BLACK COVE'S TOTAL LIABILITY WILL NOT EXCEED THE FEES YOU PAID FOR THE SERVICES IN THE 12 MONTHS BEFORE THE CLAIM.

Some jurisdictions do not allow the exclusion of certain liabilities. In those cases, these limitations apply to the fullest extent allowed.

15. Indemnification

You agree to defend, indemnify, and hold harmless Black Cove and its officers, employees, and affiliates from any claims, damages, or liability arising from:

• Your Input Content,
• Your use of the Services,
• Your violation of these Terms.

16. Governing Law & Jurisdiction

These Terms are governed by the laws of the Province of Ontario, Canada, without regard to conflict-of-law principles.

Any dispute relating to these Terms or the Services will be resolved exclusively in the courts of Ontario, and you consent to their jurisdiction.

17. Updating These Terms

We may update these Terms from time to time. If we make material changes, we will notify you via email or in-product notice at least 30 days before the changes take effect.

Your continued use of the Services after the effective date constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you may terminate your account as described in Section 12.1.

18. Export Controls and Sanctions Compliance

You agree to comply with applicable Canadian and United States export control laws and trade sanctions. You represent that you are not listed on any government denied-party or restricted-party list and will not use the Services for any prohibited purposes.

19. Force Majeure

Black Cove will not be liable for any failure or delay in performance due to events beyond our reasonable control, including natural disasters, pandemics, war, government actions, or third-party service failures. During such events, our obligations will be suspended to the extent affected.

20. Assignment

You may not assign or transfer these Terms or your account without our prior written consent. Any attempted assignment without consent is void.

We may assign or transfer these Terms, in whole or in part, to any affiliate or in connection with a merger, acquisition, reorganization, or sale of assets. We will provide notice of any such assignment.

21. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

22. Waiver

Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of Black Cove.

23. Entire Agreement

These Terms, together with our Privacy Policy and any additional terms specific to your subscription plan, constitute the entire agreement between you and Black Cove regarding the Services and supersede all prior agreements, understandings, and communications.

24. Notice Provisions

24.1 Notices to You

We may provide notices to you:

• By email to the address associated with your account
• By posting on our website or within the Services
• By mail to the address you provide

Notices by email are deemed delivered 24 hours after sending.

24.2 Notices to Black Cove

You may provide legal notices to us:

• By email to legal@blackcove.ai
• By mail to:

Notices to Black Cove must be in writing and are deemed delivered when received.

25. Contact Us

For questions regarding these Terms, contact us at: