Terms of Use

Effective date: July 9, 2026
Version: 2026-07-09

These Terms of Use ("Terms") are a binding agreement between you and Calapi Inc. ("Provider," "we," "us," or "our") concerning your access to and use of Fat Controller, including its websites, applications, APIs, software, documentation, integrations, communications features, and related services (collectively, the "Service").

By accessing or using the Service, creating an account, signing in, calling an API, installing or running software that accesses the Service, or otherwise continuing to use the Service after these Terms are made available to you, you agree to these Terms. If you do not agree, do not access or use the Service.

If you use the Service for an organization, you represent that you have authority to bind that organization, and "you" includes that organization.

1. Eligibility and accounts

You must be legally capable of entering into a binding agreement and must satisfy any minimum age required by applicable law. The Service is not directed to children under 13.

You must provide accurate account information and keep it current. You are responsible for safeguarding credentials, API keys, tokens, devices, and authentication factors associated with your account and for activity occurring through your account, except to the extent caused solely by our breach of a non-waivable legal duty. You must promptly notify us at contactus@calapi.ai if you suspect unauthorized access.

You may not share credentials except through features expressly designed for authorized organizational users. You are responsible for configuring permissions, integrations, endpoints, agents, automations, and other account settings.

2. License to use the Service; reservation of rights

Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for lawful purposes during the period in which you are authorized to use it.

The Service, including its software, source and object code, architecture, non-public APIs, user interfaces, visual design, documentation, workflows, compilations, logos, names, and other materials, is owned by us or our licensors and is protected by applicable intellectual-property and other laws. Except for the limited right above, no right, title, or interest is transferred to you.

To the maximum extent permitted by law, you may not, and may not assist another person to:

• copy, reproduce, republish, sell, rent, lease, sublicense, distribute, or create derivative works from protected portions of the Service except as expressly authorized;
• reverse engineer, decompile, disassemble, or attempt to derive source code, non-public protocols, models, security controls, or trade secrets, except to the limited extent such restriction is prohibited by non-waivable law;
• use the Service or non-public Service information to build or materially assist a competing service by copying protected features, workflows, documentation, interfaces, or non-public behavior;
• remove or alter proprietary notices;
• scrape, harvest, or extract Service data except through an expressly authorized interface and within applicable limits;
• circumvent rate limits, access controls, safety controls, usage limits, authentication, authorization, billing controls, or technical restrictions.

3. Acceptable use and prohibited conduct

You must comply with applicable law and these Terms. You may not use the Service to:

• commit, promote, coordinate, conceal, or facilitate unlawful activity;
• cause or facilitate material harm to a person, property, computer system, network, or public service;
• steal, unlawfully obtain, exfiltrate, intercept, disclose, sell, or redistribute data, credentials, funds, intellectual property, confidential information, or other property;
• infringe or misappropriate intellectual-property, privacy, publicity, confidentiality, contractual, or other rights;
• bypass or evade a data vendor's, exchange's, publisher's, licensor's, employer's, website's, API provider's, or other rights holder's license terms, entitlements, technical controls, authentication, authorization, rate limits, geographic restrictions, or use restrictions;
• introduce malware, malicious code, destructive payloads, denial-of-service activity, unauthorized scanning, probing, credential attacks, or other activity intended to impair or compromise systems;
• overload, degrade, disrupt, interfere with, or materially burden the Service or systems used to provide it;
• impersonate another person or entity, misrepresent authority, forge origin, or conceal unlawful activity;
• use the Service in a manner that creates an unreasonable risk to the Service, other users, third parties, or the public;
• use the Service for a purpose prohibited by an applicable third-party service, model, connector, data source, or integration agreement.

We may investigate suspected violations and may restrict, suspend, or terminate access when we reasonably believe necessary to protect the Service, users, third parties, or comply with law. We are not obligated to monitor all activity.

4. Your content, data, and authority

"You Content" means data, messages, prompts, files, instructions, code, credentials, configurations, records, or other material that you or your authorized users submit, transmit, connect, route, upload, or otherwise make available through the Service.

As between you and us, you retain whatever ownership rights you lawfully hold in Your Content. You grant us a non-exclusive, worldwide right to host, copy, transmit, route, transform, cache, secure, inspect, and otherwise process Your Content only as reasonably necessary to provide, maintain, secure, support, improve, and legally operate the Service, and as otherwise described in the applicable Privacy Policy or an express setting you select.

You represent and warrant that you have all rights, licenses, permissions, consents, and lawful authority necessary to provide and use Your Content through the Service and to instruct us and applicable subprocessors or third-party providers to process it.

Technical capability is not permission. The fact that the Service can connect to, access, transmit, transform, calculate upon, route, store, or otherwise process particular data or a particular system does not represent or imply that you are legally or contractually authorized to do so.

5. Third-party services, data, models, and integrations

The Service may interoperate with third-party systems, APIs, models, applications, websites, networks, data sources, connectors, vendors, or services ("Third-Party Services"). Third-Party Services are controlled by third parties, not us.

Your use of a Third-Party Service may be subject to separate terms, licenses, privacy policies, fees, and technical restrictions. You are responsible for reviewing and complying with them. We do not grant you rights in third-party data or services merely because the Service can interoperate with them.

We do not warrant the availability, accuracy, legality, security, licensing status, continuity, or fitness of Third-Party Services or third-party content. Third-Party Services may change, suspend, throttle, block, retain, train on, disclose, or discontinue processing according to their own terms and practices.

6. AI-assisted features and automated actions

The Service may include artificial-intelligence, machine-learning, agentic, recommendation, or automation features. Outputs may be inaccurate, incomplete, misleading, outdated, non-unique, or unsuitable for your purpose. You are responsible for evaluating outputs and determining when independent verification or human review is appropriate.

Where you authorize an AI system, agent, connector, or automation to take actions, those actions may affect files, messages, accounts, systems, external services, or third parties. You are responsible for the permissions you grant, the instructions you provide, and the safeguards appropriate to your use case.

No AI-generated output is professional legal, tax, investment, accounting, medical, safety, or other regulated advice unless expressly stated in a separate written agreement signed by us.

7. Service changes, suspension, and discontinuation

We may add, remove, modify, throttle, suspend, or discontinue all or part of the Service, including features, integrations, models, endpoints, limits, or pricing, at any time. To the maximum extent permitted by law, we are not liable for a change, suspension, or discontinuation.

We may suspend or terminate access immediately if we reasonably believe your use violates these Terms, creates security or legal risk, threatens the Service or another person, involves nonpayment, or if a required third-party dependency becomes unavailable.

8. Network, latency, outage, and distributed-system risks

You expressly acknowledge that networks and distributed systems introduce risk. The Service may depend on the public internet, telecommunications systems, cloud providers, data centers, third-party APIs, model providers, authentication systems, DNS, certificates, software dependencies, devices, and other systems outside our exclusive control.

The Service may experience, without limitation:

• latency, jitter, congestion, packet loss, timeouts, and delayed processing;
• partial failure, complete outage, degraded performance, stale information, or unavailable dependencies;
• missed, duplicated, delayed, retried, or out-of-order messages or events;
• race conditions, inconsistent state, cache delay, replication delay, clock differences, and eventual consistency;
• authentication, authorization, certificate, DNS, routing, provider, connector, or dependency failures;
• maintenance, emergency changes, denial-of-service events, capacity constraints, and force-majeure events.

You are solely responsible for determining the safeguards appropriate to your use case, including monitoring, reconciliation, idempotency, retry logic, duplicate detection, validation, rate controls, backups, redundancy, failover, independent confirmation, human review, incident procedures, and alternative methods of operation.

The availability of the Service or a feature does not imply that the Service is suitable for uninterrupted, real-time, time-critical, safety-critical, trading-critical, settlement-critical, payment-critical, medical, emergency, or legal-deadline use. No service-level commitment exists unless stated in a separate written agreement signed by us.

9. Fees, billing, and credits

You agree to pay applicable fees and taxes. Usage-based charges may be calculated from our metering records, subject to correction for manifest error.

Unless a separate written offer states otherwise, prepaid or promotional service credits:

• are not legal tender;
• are non-transferable;
• have no cash value except where required by law;
• may be used only for eligible Service charges;
• may expire as disclosed at purchase or grant.

To the maximum extent permitted by law, when you voluntarily delete your account or request permanent account closure, unused promotional credits expire immediately and unused prepaid service credits are non-refundable and forfeited. This rule does not override a non-waivable refund right or other requirement of applicable law. We may apply remaining balances to outstanding amounts you owe before account closure.

If we terminate your account for violation of these Terms, fraud, abuse, chargeback abuse, unlawful conduct, or security risk, unused credits may be forfeited to the maximum extent permitted by law.

10. Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, LOSS-FREE, AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR COMPATIBLE WITH ANY PARTICULAR SYSTEM; THAT DEFECTS WILL BE CORRECTED; OR THAT OUTPUTS, DATA, CALCULATIONS, MESSAGES, ROUTES, AUTOMATIONS, OR RESULTS WILL BE ACCURATE, COMPLETE, CURRENT, OR FIT FOR YOUR PURPOSE.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR AFFILIATES, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR:

• YOUR MISUSE, UNAUTHORIZED USE, UNLAWFUL USE, OR MISCONFIGURATION OF THE SERVICE;
• OUTAGES, LATENCY, DELAYS, PARTIAL FAILURES, MISSED OR DUPLICATE EVENTS, THIRD-PARTY FAILURES, OR LOSS OF CONNECTIVITY;
• LOSS, CORRUPTION, UNAVAILABILITY, MISROUTING, OR UNAUTHORIZED DISCLOSURE OF DATA EXCEPT TO THE EXTENT CAUSED BY A NON-WAIVABLE LEGAL DUTY;
• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
• LOST PROFITS, REVENUE, BUSINESS, GOODWILL, OPPORTUNITY, SAVINGS, DATA, OR COST OF SUBSTITUTE SERVICES;
• ACTIONS OR OMISSIONS OF THIRD-PARTY SERVICES, MODEL PROVIDERS, CONNECTORS, DATA SOURCES, USERS, OR OTHER THIRD PARTIES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) US$100 OR (B) THE FEES YOU PAID US FOR THE SERVICE DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The exclusions and limitations apply regardless of theory of liability and even if a remedy fails of its essential purpose or a party was advised of the possibility of damages. They do not apply to liability that cannot lawfully be excluded or limited.

12. Indemnification

To the maximum extent permitted by law, you will defend, indemnify, and hold harmless Provider and its affiliates, owners, officers, directors, employees, contractors, agents, licensors, successors, and assigns from and against third-party claims, demands, investigations, proceedings, liabilities, damages, judgments, settlements, penalties, fines, losses, costs, and reasonable attorneys' fees arising out of or related to:

• Your Content or data you submit, transmit, route, connect, process, or make available;
• your actual or alleged use or misuse of the Service;
• your violation of these Terms or applicable law;
• your violation of a third party's rights or contractual terms;
• your lack of required data rights, licenses, permissions, consents, or authority;
• activity conducted through your account, credentials, integrations, agents, or automations.

We may control the defense of a covered claim with counsel of our choice. You will reasonably cooperate. You may not settle a claim in a manner that admits fault by us or imposes an obligation on us without our written consent.

13. Termination and account deletion

You may stop using the Service at any time and may request account deletion through available account controls or contactus@calapi.ai.

Termination does not erase accrued payment obligations or provisions that by their nature should survive. Account deletion may be irreversible. We may retain information as reasonably necessary for legal compliance, fraud prevention, security, dispute resolution, backups, and enforcement, as described in the Privacy Policy.

14. Changes to these Terms

We may revise these Terms from time to time and, to the maximum extent permitted by applicable law, without prior notice. Revised Terms become effective when posted or on a later date stated in the revised Terms.

For material changes, we may provide notice by email, in-product message, account notice, website notice, or other reasonable means when required by law or when we determine notice is appropriate. You are responsible for keeping your account contact information current and reviewing the posted Terms periodically.

By continuing to access or use the Service after revised Terms become effective, you agree to the revised Terms. If you do not agree, you must stop using the Service. A change will not apply retroactively where prohibited by law.

15. Electronic communications

You consent to receive Service-related electronic communications, including legal notices, account notices, security notices, billing communications, and policy updates, by email, in-product message, dashboard notice, or posting to the Service, to the extent permitted by law.

16. Dispute resolution; binding arbitration; class-action waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

Before starting arbitration, a party must send a written notice describing the dispute and requested relief and allow at least 30 days for good-faith informal resolution.

Except for the exclusions below and to the maximum extent permitted by law, any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by final and binding individual arbitration under the Federal Arbitration Act. Arbitration will be administered by the American Arbitration Association ("AAA") under the rules applicable to the nature of the dispute, as modified by these Terms. The seat and governing-law details are stated below and are subject to counsel confirmation before launch.

NO CLASS OR REPRESENTATIVE ACTIONS. To the maximum extent permitted by law, each party may bring claims only in its individual capacity and not as a plaintiff, class member, private attorney general, or representative in a class, consolidated, collective, or representative proceeding. An arbitrator may not consolidate claims of different persons without all parties' written consent.

This section does not prevent an individual small-claims action that qualifies for small-claims court, a request for emergency or injunctive relief concerning unauthorized access, security abuse, or intellectual-property infringement, or a report to a government agency.

Costs and attorneys' fees. Each party will bear its own attorneys' fees and costs except where applicable law, binding arbitration rules, or the arbitrator require otherwise. Arbitration fees will be allocated under the applicable AAA rules and non-waivable law. Nothing in these Terms eliminates a statutory right to recover fees where that right cannot lawfully be waived.

[COUNSEL TO CONFIRM: arbitration seat; consumer/commercial rule selection; mass-arbitration procedure; opt-out procedure if advisable.]

17. Governing law and permitted court proceedings

These Terms are governed by the laws of Delaware, without regard to conflict-of-law rules, except to the extent federal law applies.

For proceedings not subject to arbitration, the parties consent to exclusive jurisdiction in the state and federal courts located in New Castle County, Delaware, except where applicable law requires otherwise.

18. General

These Terms, together with incorporated policies and any applicable product-specific written terms, are the entire agreement concerning the Service unless a signed order form or separate agreement states otherwise.

You may not assign these Terms without our consent. We may assign them in connection with a merger, reorganization, financing, sale of assets, or transfer to an affiliate or successor.

We are not liable for delay or failure caused by events beyond reasonable control.

If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remainder will continue in effect. Failure to enforce a provision is not a waiver.

Headings are for convenience only. "Including" means "including without limitation."

19. Contact

Calapi Inc.
Legal: contactus@calapi.ai
Privacy: contactus@calapi.ai
Security: contactus@calapi.ai

Product-specific terms for Fat Controller

A. Operator tool

Fat Controller is an operator, automation, orchestration, and systems-management tool. The user remains the operator. You are responsible for deciding what machines, files, processes, networks, services, accounts, credentials, and external systems the Service may access or affect.

B. Local and remote actions

Depending on configuration, Fat Controller may execute or facilitate commands, process launches, file operations, configuration changes, network requests, software updates, service restarts, automation jobs, credential use, or other actions with real-world effects.

You are responsible for:

• reviewing commands and plans before execution when appropriate;
• limiting permissions and privileges;
• maintaining backups and recovery procedures;
• testing in non-production environments where appropriate;
• protecting credentials and secrets;
• monitoring automation and agent activity;
• confirming that you are authorized to act on each affected system.

C. Destructive and privileged operations

You acknowledge that commands or automations may delete, overwrite, corrupt, expose, move, encrypt, or otherwise alter data and may interrupt systems. Privileged access can increase these risks. We do not guarantee recovery of files, configurations, or systems.

D. AI-generated recommendations and actions

AI-generated commands, code, scripts, plans, diagnoses, or remediation steps may be incorrect or unsafe. You are responsible for validation and human review appropriate to the consequences of an action.

E. Employer and third-party systems

You may not use Fat Controller to access or control employer, customer, vendor, cloud, or other third-party systems unless you are authorized to do so. You remain responsible for complying with employment agreements, security policies, software licenses, confidentiality obligations, and other restrictions.