Terms of Service.

By creating an account or using Tagsight (the "Service"), you agree to be bound by these Terms of Service. If you do not agree, do not use the Service. These Terms constitute a legally binding agreement between you and Tagsight Technologies, a Canadian business ("we", "us", "our").

If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization, in which case "you" refers to that organization. If you do not have such authority, you must not accept these Terms or use the Service on behalf of that organization.

Tagsight provides automated extraction of engineering data from technical documents, including instrument tags, equipment, lines, and related metadata. The Service classifies extracted items per applicable industry tagging frameworks and generates structured deliverables for export. Output is generated by software-based analysis and is provided as a productivity aid. Output is not an engineering deliverable of record. Section 8 sets out your responsibilities for review and verification of output.

• You must provide accurate information when creating an account.
• You are responsible for maintaining the security of your account credentials and for all activity that occurs under your account.
• You must notify us promptly of any unauthorized use of your account or any other security incident relating to your account.
• You must be at least 18 years old to use the Service.
• One person or entity per account. Sharing accounts is prohibited.

• Pages are purchased in subscription plans and represent the number of document pages you may process within a billing period.
• New accounts receive a starting page allowance on signup, granted upon email verification.
• Pages and subscription entitlements are non-transferable between accounts.
• All payments are processed by our payment processor. We do not store your payment card details.
• Prices are listed in USD and are exclusive of applicable taxes, duties, and similar charges. You are responsible for any taxes applicable in your jurisdiction other than taxes on our net income.
• If a file fails to process due to a Service error, the page allocation for that file is automatically restored.
• For other refund requests, see our Refund Policy or contact billing@tagsight.io within 30 days of purchase.
• If any amount is overdue, we may suspend access until payment is received and may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

Your content. You retain all rights, title, and interest in documents you upload and data extracted through the Service ("Customer Content"). You grant Tagsight a limited, non-exclusive, worldwide, royalty-free license to host, process, transmit, and display Customer Content solely as necessary to provide the Service to you. We do not train artificial intelligence models on Customer Content.

Service improvement. We may use information about how you use the Service, such as feature usage patterns, error rates, and performance metrics, to operate, maintain, and improve the Service. We do not use Customer Content for service improvement.

Our platform. The Tagsight platform, including its software, interface design, and documentation, is the proprietary property of Tagsight, protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service in accordance with these Terms.

Feedback. If you provide suggestions or feedback about the Service, we may use it without obligation to you.

Tagsight infringement indemnity. We will defend you against any third-party claim that the Service, when used as authorized under these Terms, infringes that third party's patent, copyright, or registered trademark issued in Canada or the United States, and we will pay settlements or damages finally awarded against you for such claim, subject to the conditions in Section 12. This obligation does not apply to claims arising from (a) Customer Content, (b) your modification of the Service, (c) your combination of the Service with materials not provided by us where the claim would not have arisen but for the combination, (d) your use of the Service in violation of these Terms, or (e) use of a version of the Service after we have made an updated version available. If a claim is made or in our reasonable judgment likely to be made, we may, at our option, (i) procure the right for you to continue using the Service, (ii) modify the Service so it is non-infringing, or (iii) terminate your access and refund any pre-paid fees attributable to the unused portion of the term. This Section states our entire obligation, and your sole remedy, for any third-party intellectual property infringement claim relating to the Service.

In the course of using the Service, each party may receive information from the other that is non-public, proprietary, or sensitive ("Confidential Information"). For Customer, Confidential Information includes Customer Content. For Tagsight, Confidential Information includes the Service and its source code, architecture, security measures, pricing, and product roadmap. The terms of these Terms are the Confidential Information of both parties.

Each party will:

• Use the other party's Confidential Information only as necessary to perform under these Terms.
• Protect it with at least the same standard of care that party uses to protect its own confidential information of similar sensitivity, and in no event less than reasonable care.
• Not disclose it to any third party except to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section.

Confidential Information does not include information that (a) is or becomes publicly available without breach of these Terms, (b) was rightfully known by the receiving party before disclosure, (c) is rightfully received from a third party without confidentiality obligation, or (d) is independently developed without use of or reference to the other party's Confidential Information.

If a party is compelled by law, regulation, or court order to disclose Confidential Information, it will, where legally permitted, give the other party prompt notice so the other party may seek a protective order or other remedy.

Confidentiality obligations under this Section survive for three (3) years after termination, and indefinitely with respect to information that constitutes a trade secret under applicable law for as long as the information remains a trade secret.

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable law.
• Attempt to reverse-engineer, decompile, disassemble, or otherwise derive the source code of the Service, except to the extent that such restriction is prohibited by applicable law.
• Use automated systems, scrapers, or bots to access the Service beyond the documented public API.
• Upload content that infringes third-party intellectual property rights or violates a confidentiality obligation owed to a third party.
• Attempt to circumvent rate limits, page allowances, access controls, or security measures.
• Resell, sublicense, or provide the Service to any third party as a hosted service without our prior written authorization.
• Use the Service to develop a product or service that competes with Tagsight.

Sanctions and export controls. You represent and warrant, on each access to the Service, that:

• You and any individual using the Service on your behalf are not on, and are not owned or controlled by any party on, any sanctions or restricted-party list maintained by the Government of Canada, the United States Office of Foreign Assets Control, the United Nations, the European Union, or the United Kingdom.
• You are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive sanctions imposed by Canada or the United States.
• Customer Content you upload does not contain technical data, technology, software, or services subject to export controls under the Export and Import Permits Act (Canada), the Export Administration Regulations (United States), the International Traffic in Arms Regulations (United States), or comparable export control regimes of other jurisdictions, except where you have obtained all required licenses and authorizations.
• You will comply with all applicable anti-corruption and anti-bribery laws, including the Corruption of Foreign Public Officials Act (Canada), the Foreign Corrupt Practices Act (United States), and the Bribery Act 2010 (United Kingdom), in connection with your use of the Service.

We may suspend or terminate your access immediately and without refund if we determine, in our reasonable judgment, that you have become subject to any of these restrictions or have breached any of these representations.

Output for productivity, not certification. Output is automatically generated by software-based analysis and is provided "as is" for reference and productivity purposes. Output is not an engineering document of record and is not a substitute for the professional judgment of a licensed engineer.

Customer responsibility. You are solely responsible for reviewing, verifying, and approving all output before incorporating it into any engineering work product, design document, control system configuration, or other use. You are solely responsible for all engineering decisions made on the basis of, or informed by, output from the Service.

Not for safety-critical use without independent verification. The Service is not certified, validated, or qualified for use in functional safety applications under IEC 61508, ISA 84.00.01 / IEC 61511, or comparable functional safety standards, and is not certified for use in safety instrumented systems, alarm management systems subject to ISA-18.2, or any application where failure or inaccuracy of output could result in death, personal injury, environmental damage, or significant property damage, without independent verification by a qualified engineer.

Standards positioning. Tagsight does not represent that output conforms to ISA, IEC, NFPA, API, ASME, or any other industry standard. References to industry standards in the Service describe the framework used to organize output and do not constitute certification of conformity.

General-purpose software. The Service is general-purpose software intended for engineering productivity. You are responsible for evaluating whether the Service is appropriate and lawful for your specific use, including any classification, conformity assessment, or registration requirements that may apply under software, automated decision-making, or artificial intelligence regulations in your jurisdiction.

The Service is provided on an "as available" basis. We do not commit to a specific level of uptime, response time, or service continuity for self-service customers under these Terms. We make commercially reasonable efforts to keep the Service available, but the Service may be temporarily unavailable for scheduled maintenance, emergency maintenance, capacity adjustments, or events outside our reasonable control. Service-level commitments, if any, are set out in a separately signed agreement between you and Tagsight.

Neither party is liable for delay or failure to perform any obligation under these Terms, other than payment obligations, where the delay or failure is caused by circumstances beyond that party's reasonable control. These include acts of God, natural disasters, fires, floods, earthquakes, pandemics, public health emergencies, war, terrorism, civil unrest, labour actions, government action or regulation, embargoes, network or telecommunications failures, internet routing failures, third-party service-provider outages, denial-of-service attacks, and interruption of utilities. The affected party will give prompt notice and use commercially reasonable efforts to resume performance. If a force majeure event continues for more than thirty (30) consecutive days, either party may terminate the affected portion of the Service without liability, other than for amounts due as of the date of termination.

Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, OR ANTICIPATED SAVINGS, WHETHER BASED IN CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Liability cap. EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID OR PAYABLE BY YOU TO TAGSIGHT UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100).

Carve-outs. The exclusions and cap above do not apply to:

• Your obligation to pay fees due under these Terms.
• Either party's obligations under Section 5 (Intellectual Property and License), Section 6 (Confidentiality), or Section 12 (Indemnification).
• Liability arising from a party's gross negligence, fraud, or willful misconduct.
• Liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence.

Basis of bargain. The parties acknowledge that the pricing of the Service reflects the allocation of risk in this Section and that this Section is an essential element of the bargain.

By you. You will defend, indemnify, and hold harmless Tagsight, its officers, directors, employees, and agents from any third-party claim, and pay all settlements and damages finally awarded against Tagsight in connection with such claim, arising from (a) Customer Content, (b) your use of output from the Service in violation of Section 8, (c) your breach of these Terms, including breach of representations in Section 7, or (d) your violation of any third-party right, including intellectual property rights, except to the extent the claim is subject to our indemnity in Section 5.

By Tagsight. Our infringement indemnity is set out in Section 5.

Procedure. The indemnified party will (a) promptly notify the indemnifying party of the claim, (b) give the indemnifying party sole control of defense and settlement, and (c) provide reasonable cooperation, at the indemnifying party's expense for reasonable out-of-pocket costs. Failure to provide prompt notice excuses the indemnifying party only to the extent its defense is materially prejudiced. The indemnifying party may not enter into any settlement that admits fault on behalf of, or imposes any non-monetary obligation on, the indemnified party without that party's prior written consent. The indemnified party may participate in the defense at its own expense with counsel of its choice.

By you. You may terminate your account at any time using the account deletion feature or by contacting support.

By Tagsight for cause. We may suspend or terminate your access immediately and without notice if we determine, in our reasonable judgment, that you (a) have materially breached these Terms, (b) have engaged in fraudulent or unlawful activity, (c) are or have become subject to sanctions or export-control restrictions under Section 7, or (d) present a security, legal, or reputational risk to Tagsight or other customers.

By Tagsight for convenience. We may discontinue the Service or any portion of it on at least thirty (30) days' notice. If we discontinue a paid feature you have purchased, we will refund the unused, pre-paid portion of fees attributable to that feature.

Effect of termination. Upon termination, your right to use the Service ceases immediately. Customer Content is retained or deleted as set out in our Privacy Policy. You may export Customer Content using the export functions available in the Service prior to termination. Unused drawing balances are not refundable upon voluntary termination, except as required by applicable consumer protection law.

Suspension review. If your account is suspended and you believe the suspension is in error, you may contact support@tagsight.io for review. We will respond within ten (10) business days. During the review period, your data is preserved and your account remains suspended rather than deleted.

You may not assign or transfer these Terms or your rights or obligations under them, in whole or in part, by operation of law or otherwise, without our prior written consent. Any purported assignment without consent is void.

We may assign these Terms, in whole or in part, without your consent to (a) an affiliate, (b) a successor in interest in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets, or (c) any party in connection with a financing transaction that requires assignment as collateral. We will use commercially reasonable efforts to notify you of any such assignment.

If you undergo a change of control to a competitor of Tagsight, we may, on thirty (30) days' written notice, terminate these Terms. These Terms bind and benefit the parties and their permitted successors and assigns.

Communications from Tagsight. By creating an account, you consent to receive transactional electronic communications from us at the email address associated with your account, including account verification, purchase confirmations, processing notifications, and Service updates. These are necessary for the operation of the Service.

Promotional communications are sent only with your express opt-in consent, which you may withdraw at any time through your account settings or the unsubscribe mechanism in any email. Withdrawal of promotional consent does not affect transactional communications. All electronic communications comply with Canada's Anti-Spam Legislation (CASL) and applicable email regulations in your jurisdiction.

Notices to Tagsight. Any formal notice to Tagsight under these Terms must be sent to support@tagsight.io. Notice is deemed received on the next business day after sending, provided that no automated bounce or rejection is received.

Notices to you. We may give you notice under these Terms by email to the address associated with your account, by in-Service notification, or by posting on our website. Notice is deemed received when sent or, if posted, when first published.

Informal resolution. Before initiating any formal dispute, you agree to contact us at support@tagsight.io and attempt to resolve the dispute informally for at least thirty (30) days.

Mediation. Any dispute that cannot be resolved informally shall first be submitted to mediation administered by a mutually agreed mediator. If the parties cannot agree on a mediator within fifteen (15) days of a written request to mediate, the mediator shall be appointed by the ADR Institute of Canada.

Court proceedings. Disputes that are not resolved through informal resolution or mediation may be brought in the courts of the Province of Alberta, Canada, or in any other court of competent jurisdiction at the election of the party initiating the action. Each party submits to the personal jurisdiction of the courts of Alberta for any action brought there.

Permissive collection forum. Notwithstanding the preceding paragraph, Tagsight may bring an action for collection of unpaid fees, or for injunctive or equitable relief to protect its intellectual property or Confidential Information, in any court of competent jurisdiction, including the courts of any jurisdiction in which you reside or have assets.

Individual basis. Disputes will be resolved on an individual basis where permitted by applicable law.

Small claims. Either party may bring an individual action in small claims court for disputes within that court's jurisdiction.

Time limit. Any claim arising out of or relating to these Terms or the Service must be filed within one (1) year after the cause of action arose, or such longer period as is required by applicable law that cannot be modified by agreement.

These Terms are governed by and construed in accordance with the federal laws of Canada and the laws of the Province of Alberta applicable therein, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Nothing in these Terms limits the rights of users under applicable consumer protection legislation in their jurisdiction of residence.

If you are a consumer resident of Canada, you may have additional rights under federal and provincial consumer protection legislation that cannot be waived or limited by contract. Where such legislation provides greater protection than these Terms, your statutory rights prevail.

If you are a consumer resident of Quebec, this agreement is subject to the Quebec Consumer Protection Act, which may provide additional cancellation and refund rights.

Order of precedence. If you and Tagsight have entered into a separately signed agreement covering the Service, such as a master services agreement, enterprise order form, or data processing agreement signed by both parties, that agreement governs to the extent of any conflict with these Terms. Otherwise, these Terms, together with our Privacy Policy, Refund Policy, and Data Processing Agreement, constitute the entire agreement between you and Tagsight regarding the Service and supersede any prior or contemporaneous agreements on the same subject matter.

Modifications. We may update these Terms from time to time. We will notify registered users of material changes by email at least fourteen (14) days before they take effect. For material changes, your continued use of the Service after the effective date, or your active acknowledgment in the Service, constitutes acceptance. If you do not agree with modified terms, you must stop using the Service and may delete your account. Non-material changes, including formatting, clarifications, or updates to contact details, take effect on posting.

Survival. The following provisions survive termination of these Terms: Section 4 (Pages and payment, with respect to amounts due as of termination), Section 5 (Intellectual Property and License), Section 6 (Confidentiality), Section 8 (Output, Accuracy, and Customer Responsibility), Section 11 (Limitation of Liability), Section 12 (Indemnification), Section 13 (with respect to effect of termination), Section 16 (Dispute Resolution), Section 17 (Governing Law), Section 19 (Order of Precedence and Modifications), and this Section 20.

Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision is modified to the minimum extent necessary to make it enforceable in that jurisdiction, or, if no such modification is possible, is severed from these Terms. The remaining provisions remain in full force and effect.

No waiver. A failure or delay by either party to enforce any provision of these Terms is not a waiver of that provision or any other provision. A waiver is effective only if made in writing and signed by the waiving party.

Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship.

No third-party beneficiaries. These Terms do not create any third-party beneficiary rights.

Headings. Section headings are for convenience only and do not affect the interpretation of these Terms.

Electronic acceptance. These Terms may be accepted electronically. Electronic acceptance has the same effect as a signed agreement.

English language. The parties have agreed that these Terms be drafted in English. Les parties ont convenu que ces conditions soient rédigées en anglais.

Questions about these Terms? Contact us at support@tagsight.io or, for billing matters, billing@tagsight.io.