Terms of Service

These Terms of Service (“Terms”) are a contract between you and Codebeatz Technologies Inc. (“Codebeatz”, “we”, “us”) for use of Fractionalyse (the “Service”), including the application, marketing site, public demo, APIs, and related emails.

By creating an account, accessing, or using the Service, you agree to these Terms and to our Privacy Policy. If you are using the Service on behalf of a company, you represent that you have authority to bind that company, and “you” includes that company.

When you create an account, we keep a record of the time you accepted these Terms and the Privacy Policy, and which published version you accepted. That record is deleted if you delete your account.

If you do not agree, do not use the Service.

Fractionalyse is a multi-client control center for fractional executives. Current features include: client workspaces; a unified activity feed; AI urgency scoring; Catch Me Up digests (in-app and optional email); Client Memory search and cited Ask where your plan allows; onboarding and activation nudges; settings and digest preferences; billing checkout and a customer portal when billing is enabled; first-party usage analytics; and Disconnect & purge / delete client.

Current read-only integrations: Slack (as-yourself and/or workspace app), email bridge (forward to a per-client inbound address; works with Gmail, Outlook, and other mail providers without connecting the inbox), Asana (tasks assigned to you), Jira Cloud (issues assigned to you on the site you authorize), and Notion (pages you select).

The public demo uses fictional sample data and does not connect your tools.

We may add, change, rate-limit, or remove features, integrations, models, or plan limits. Material changes to paid plans will be communicated in advance when reasonably possible. Roadmap items shown in marketing (for example Microsoft Teams) are not included until we ship them.

We do not guarantee uninterrupted availability. Maintenance, incidents, third-party outages, or kill-switch measures may make some or all of the Service unavailable.

You must be at least 18 years old and able to form a binding contract. The Service is intended for professional use.

You must provide accurate account information and keep credentials secure. You are responsible for activity under your account, including actions by anyone you allow to use it.

Available sign-in methods may include email and password, magic link, password reset, and Google sign-in for authentication. We may add, remove, or restrict methods.

Notify us promptly if you suspect unauthorized access. We may suspend an account to protect you or the Service.

One person or organization should not create multiple accounts to evade plan limits, Memory trial caps, or a suspension.

You retain ownership of content and data you submit or connect (“Customer Data”), including client workspace information.

You grant us a limited license to host, process, transmit, display, and create derivatives of Customer Data (for example scores, summaries, embeddings, and digests) only as needed to operate, secure, and improve the Service and as described in the Privacy Policy.

You are responsible for complying with your clients’ NDAs, employment and contractor agreements, privacy laws, and the terms of any third-party tool you connect. You represent that you have all rights and notices required to upload or connect Customer Data.

Do not use the Service to store or process data you are not authorized to handle. We are a processor/service provider for Customer Data you connect; you are responsible for your relationship with your clients.

You are responsible for decisions you make using the Service. AI output and urgency scores may be wrong or incomplete. Always verify important items in the source system before you act.

When you connect Slack, email, Asana, Jira, Notion, or a future tool, you authorize us to access data within the scopes and selections you grant, solely to provide the Service for the client you assign.

Integrations are read-only. We do not post, send, edit, create, complete, transition, comment on, or delete items in the connected tool on your behalf.

Email in the product is the email bridge: only messages forwarded to the inbound address we issue for that client. We do not offer native Gmail inbox access.

You can disconnect a connection and purge ingested data, or delete a client. Purge removes the stored token and ingested items for that connection; it does not change data that remains in the third-party tool.

Third-party APIs can change, throttle, or revoke access. We are not liable for outages, scope changes, or data the provider fails to deliver. If a provider requires admin approval, you are responsible for obtaining it.

We may refuse, limit, or disconnect an integration that appears to violate these Terms, the provider’s terms, or another person’s rights.

Scoring, summaries, digests, embeddings, and Ask use a hosted AI service. Prompts are scoped to one client at a time.

AI features are provided “as is.” We do not warrant that output is accurate, complete, current, or fit for a particular decision. The Service is not a law firm, accountant, doctor, or emergency service, and must not be relied on as the sole basis for legal, financial, medical, safety, or compliance decisions.

Usage may be limited by plan token, Ask, and digest budgets. We may throttle or disable AI features to control cost, abuse, or availability.

You may not: attempt to access another customer’s data; probe, scan, or overload the Service except as part of a coordinated security report; bypass authentication, rate limits, or paywalls; reverse engineer the Service except where applicable law allows; interfere with background processing or monitoring; use the Service for unlawful, harmful, or deceptive purposes; upload malware; or use the Service to build a competing product by systematically extracting non-public features or content.

You may not connect workspaces, forward mail, or submit content that you do not have the right to process, including another client’s confidential information without authorization.

You may not use the Service in a way that causes us to violate a third-party provider’s terms.

We may investigate and may suspend, rate-limit, or terminate access if we reasonably believe you have violated this section.

Plans and limits (including client counts and Client Memory access) are as shown on the pricing page and at checkout at the time of purchase. Current self-serve plan names are Free, Solo, and Pro. Agency is sold by contacting us, not as a self-serve checkout product.

The Free plan does not require a paid subscription. Paid plans are billed through our payment provider in subscription mode. Annual pricing, if offered, is shown at checkout (annual currently equals two months free relative to monthly).

You authorize us and our payment provider to charge the payment method you provide for the selected plan and billing interval, including applicable taxes. You are responsible for taxes not collected by us.

Unless required by law or we agree in writing, fees are non-refundable, including for unused time in a billing period, downgrades, or failure to use a feature.

Failed payments may result in past-due status, feature limits, or suspension. We may retry charges according to the payment provider’s rules.

You may manage payment method, cancel at period end, or pause between engagements through the customer portal when that feature is enabled for your account, or by contacting us. Pause and cancel take effect according to the portal and the payment provider; you remain responsible for amounts already incurred.

Promotions, complimentary access, or custom Agency terms apply only as stated in writing and may be withdrawn for future periods.

Pro and Agency include Client Memory (search and Ask) while the paid subscription is active.

Free includes a time-boxed Memory trial that starts at portfolio activation: at least two clients, each with at least one integration.

Solo includes a one-time time-boxed Memory trial starting at Solo checkout. Temporary Memory grants are subject to a lifetime cap described on the pricing page.

When a temporary window ends, search, Ask, and new embedding are unavailable (soft-walled). Stored knowledge remains until you purge or delete, unless we must remove it earlier.

Memory access is a product entitlement, not a guarantee of any particular index size, latency, or model quality.

The Service — including software, model prompts we author, design, branding, and documentation — is owned by Codebeatz Technologies Inc. and its licensors. We grant you a limited, non-exclusive, non-transferable, revocable right to use the Service during your subscription or Free-plan access, solely for your internal professional use.

You may not copy, resell, or commercially exploit the Service except as allowed by these Terms.

If you send feedback, ideas, or suggestions, you grant us a perpetual, worldwide, royalty-free license to use them without restriction or compensation. You do not have to send feedback.

Each party may receive non-public information from the other. The receiving party will use it only to perform under these Terms and will protect it with reasonable care.

Customer Data is your confidential information. Our security and isolation measures are described on the Security page and in the Privacy Policy. Those descriptions are operational explanations, not a separate warranty unless we sign a written DPA or additional agreement.

Confidentiality does not apply to information that is public through no fault of the receiving party, already known, independently developed, or rightfully received from a third party.

The Service depends on third parties, including hosting, database and auth, email, payments, error monitoring, uptime monitoring, AI, and the tools you connect. Their outages, errors, policy changes, or fees are outside our control.

Links to third-party sites are provided for convenience. We are not responsible for their content or practices.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that the Service will be error-free, secure, or uninterrupted; that feed items, scores, or Memory results will include every message, task, or page from a connected tool; or that AI output will be correct.

Some jurisdictions do not allow certain disclaimers. In those places, disclaimers apply to the maximum extent permitted.

TO THE FULLEST EXTENT PERMITTED BY LAW, CODEBEATZ TECHNOLOGIES INC. AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AND SUPPLIERS ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DATA, LOST BUSINESS, OR REPLACEMENT COSTS, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF THE SERVICE OR THESE TERMS IS LIMITED TO THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE CLAIM, OR CAD $100 IF YOU HAVE PAID NOTHING.

These limits apply regardless of the legal theory and are a fundamental part of the bargain. They do not apply to liability that cannot be limited under applicable law (for example, fraud or certain personal-injury claims).

You will defend and indemnify Codebeatz Technologies Inc. against claims, damages, and reasonable costs (including legal fees) arising from: your Customer Data; your use of the Service in violation of these Terms or law; your connection of a workspace you were not authorized to connect; or a dispute between you and a client or a third-party provider.

We will notify you of a claim (if we can) and you will not settle it in a way that admits fault by us without our written consent.

You may stop using the Service and close your account at any time. You may delete clients and purge connections before you leave.

We may suspend or terminate access immediately if you breach these Terms, if required for security or law, if a payment fails and is not cured, or if we discontinue the Service. We will try to give notice when it is reasonable and lawful to do so.

Upon termination, your right to use the Service ends. If you delete your account, the profile, client workspaces, connections, tokens, feed items, digests, and Client Memory are removed from the live service at that time, subject to the Privacy Policy (including invoices kept for tax and disputes, encrypted backups until they rotate, and legal holds). There is no in-app export. If you need a copy, request it before you delete the account.

Sections that by nature should survive (including ownership, Customer Data license already exercised, confidentiality, disclaimers, liability limits, indemnity, and governing law) survive termination.

You may not use the Service if you are prohibited from doing so under Canadian, U.S., or other applicable export-control or sanctions laws.

If we receive a lawful request for information, an IP or privacy complaint, a security incident involving a vendor, or a situation these Terms do not name, we may act as we reasonably believe is required to comply with law, protect users, and preserve the Service — including limiting features, isolating data, or declining a request we cannot verify.

If a feature is released as beta or preview, it may be unstable and may be withdrawn. Unless we say otherwise in writing, beta features are provided with no SLA and may be subject to additional rules shown in the product.

If part of these Terms is held unenforceable, the rest remains in effect. We may assign these Terms in connection with a merger, acquisition, or sale of assets; you may not assign them without our consent. Failure to enforce a provision is not a waiver. These Terms are the entire agreement for the Service and supersede prior terms on the same subject, except a separately signed agreement (for example an Agency order or DPA) that expressly controls.

Neither party is liable for delay or failure caused by events beyond reasonable control (including outages of our hosting, database, email, payments, or a connected tool), except for payment obligations already incurred.

These Terms are governed by the laws of Canada and, where applicable, the province in which Codebeatz Technologies Inc. is organized, without regard to conflict-of-law rules.

Courts of competent jurisdiction in Canada have exclusive jurisdiction, except that we may seek injunctive relief in any forum to protect intellectual property or confidential information.

If applicable consumer-protection law gives you mandatory rights that these Terms cannot change, those rights still apply.

We may revise these Terms. We will update the date on this page. For material changes, we will provide additional notice where required.

Continued use after the effective date constitutes acceptance, except where law requires a different standard. If you do not agree, you must stop using the Service and may cancel as described in section 8.

Questions about these Terms: legal@codebeatz.com, Agency sales: hello@fractionalyse.com, Security: security@fractionalyse.com, Billing, and Support: support@fractionalyse.com.

Operator: Codebeatz Technologies Inc., offering the Fractionalyse Service.