Terms of Service

1. Eligibility

You must be at least 18 years old, a resident of the United States, and using the Service for your own personal benefit as an individual sales representative. By using the Service, you represent that you meet these requirements and that the information you provide to us is accurate.

2. Description of the Service

Uncapit helps individual sales representatives understand and analyze their own compensation plans. The Service ingests a compensation-plan document, uses artificial intelligence to extract it into structured data, and provides calculators, modeling tools, AI-assisted coaching, and insights to help you understand your plan. The Service is an informational and analytical tool only.

3. Beta Service

The Service is currently offered as a pre-release beta. Your participation in the beta is governed by the Uncapit Beta Test Agreement, which you accept when you create an account and which contains additional terms specific to the beta, including representations you make each time you upload a document. In the event of any conflict between these Terms and the Beta Test Agreement during the beta period, the Beta Test Agreement controls.

The Service is provided free of charge during the beta, on an as-available basis, and may change, be interrupted, or be discontinued at any time.

4. Accounts and Security

To use the Service you must create an account using an email address and password, or by signing in through a supported third-party single sign-on provider. You are responsible for safeguarding your credentials and for all activity that occurs under your account. Do not share your login or allow others to access the Service through your account. Notify us promptly if you suspect any unauthorized use of your account.

5. Your Content

You retain ownership of the documents, data, and other content you upload to or enter into the Service ("Your Content"), subject to any rights held by third parties. You are solely responsible for Your Content and for ensuring you have the right to upload it.

You grant Uncapit a limited, worldwide, royalty-free license to host, store, process, transmit, display, and analyze Your Content, and to create internal derivative works of it, as reasonably necessary to provide, secure, and improve the Service. We may create and use de-identified and aggregated data derived from Your Content to develop and improve our products, provided it does not reasonably identify you, your employer, or any specific compensation plan. We will not sell Your Content in identifiable form, and we will not use Your Content to train or fine-tune large language models, except with your separate, opt-in consent.

6. Acceptable Use

You agree that you will not:

• Upload any document you have been prohibited from sharing, or that belongs to another person, without the necessary rights or consent;
• Use the Service in violation of any applicable law or the rights of any third party;
• Use the Service to harass, threaten, defame, or target your employer or any other person;
• Reverse-engineer, decompile, or attempt to derive the source code, models, prompts, or underlying logic of the Service, except to the extent this restriction is prohibited by law;
• Scrape, crawl, automate access to, or otherwise place an unreasonable load on the Service;
• Use outputs of the Service to reconstruct or reproduce any specific employer's compensation plan; or
• Present outputs of the Service as a determination of wages owed, an audited record, or evidence in any employment dispute.

7. Intellectual Property

The Service, including its software, models, prompts, design, text, graphics, and the Uncapit name and logo, is owned by Uncapit or its licensors and is protected by intellectual-property laws. Subject to these Terms, we grant you a limited, personal, non-exclusive, non-transferable, revocable license to access and use the Service for your own personal compensation analysis. We reserve all rights not expressly granted.

8. AI Outputs; No Professional Advice

Certain features of the Service are powered by artificial intelligence and depend on the accuracy of the information you provide. Outputs, including extracted plan data, calculations, projections, benchmarks, and AI Coach responses, may be incomplete, inaccurate, or wrong.

The Service does not provide legal, financial, tax, accounting, employment, payroll, or career advice. You are solely responsible for reviewing and verifying all outputs against your actual compensation plan, employment agreement, and pay records, and you should consult a qualified professional before relying on any output for an important decision. You agree not to rely on the Service as the sole basis for any employment, compensation, financial, tax, or legal decision.

9. Third-Party Services

The Service relies on third-party providers and may integrate with third-party services, including single sign-on providers and the infrastructure and AI vendors described in our Privacy Policy. We are not responsible for third-party services, and your use of them may be subject to their own terms.

10. Privacy

Our collection and use of your information is described in the Uncapit Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you acknowledge that you have reviewed the Privacy Policy.

11. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR THAT THE SERVICE WILL BE SECURE, ERROR-FREE, OR UNINTERRUPTED. YOU USE THE SERVICE AT YOUR OWN RISK, AND YOU BEAR SOLE RESPONSIBILITY FOR ANY DECISION MADE BASED ON IT. THIS DISCLAIMER APPLIES TO THE MAXIMUM EXTENT PERMITTED BY LAW.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNCAPIT AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST COMMISSIONS, LOST WAGES, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNCAPIT'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (USD $100). YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE.

13. Indemnification

You agree to indemnify, defend, and hold harmless Uncapit and its directors, officers, employees, and agents from and against any third-party claim, liability, damage, loss, or expense, including reasonable attorneys' fees, arising out of or relating to Your Content, your use of the Service, your violation of these Terms, or your violation of any law or the rights of any third party.

14. Termination

You may stop using the Service at any time, and you may request deletion of your account and associated data by contacting us at privacy@uncapit.ai. We may suspend or terminate your access to the Service at any time, with or without notice, for any violation of these Terms, for reasons of platform integrity, in response to a credible third-party complaint, or at the conclusion of the beta period. Upon termination, the license granted to you ends, and your data will be handled in accordance with our Privacy Policy. Sections of these Terms that by their nature should survive termination will survive.

15. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Georgia, without regard to its conflict-of-laws principles.

The parties will first attempt to resolve any dispute through good-faith negotiation, then mediation. If a dispute cannot be resolved that way, it will be settled by final and binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules, held in Atlanta, Georgia, or, at your election, by remote video conference. You and Uncapit each agree to bring claims only in an individual capacity and not as part of any class or representative proceeding. Either party may instead bring an eligible claim in small-claims court, and either party may seek injunctive relief in court to protect its intellectual property or confidential information. Subject to arbitration, the state and federal courts located in Fulton County, Georgia have exclusive jurisdiction over any dispute.

You may opt out of the arbitration and class-waiver provisions of this Section by sending written notice to us at privacy@uncapit.ai within fourteen (14) days of first creating your account. Opting out does not affect any other provision of these Terms.

16. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will update the effective date above and, where appropriate, provide additional notice. Your continued use of the Service after the changes take effect constitutes acceptance of the updated Terms.

17. Miscellaneous

These Terms, together with the Privacy Policy and, during the beta period, the Beta Test Agreement, constitute the entire agreement between you and Uncapit regarding the Service and supersede any prior agreements on that subject. If any provision is held unenforceable, the remaining provisions will remain in effect. Our failure to enforce any provision is not a waiver of it. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. In any proceeding to enforce these Terms, the prevailing party is entitled to recover its reasonable costs and attorneys' fees.

18. Contact Us

If you have questions about these Terms, contact us at privacy@uncapit.ai.