Terms & Conditions of Service

These Terms and Conditions of Service (“Terms”) form a binding agreement between UpTechBiz Solutions Inc, doing business as Recaptra (“Recaptra,” “we,” “us,” or “our”), and the business entity or individual entering into a subscription for the Service (“Client,” “you,” or “your”). By creating an account, completing onboarding, or using the Recaptra website, portal, or SMS/voice recovery service (collectively, the “Service”), you agree to these Terms. If you are entering into these Terms on behalf of a business, you represent that you have authority to bind that business.

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

Key Terms at a Glance

This summary is a convenience, not a substitute for the full Terms below. Where the two differ, the full Terms control.

What the Service does	Texts back missed callers automatically, answers only from your approved info, and hands off ready-to-book contacts to your existing booking platform — it does not replace that platform.
Who can subscribe	Primarily U.S.-based businesses; we also accept and directly bill Canada-based businesses.
Pricing	Starter / Growth / Pro tiers, 30-day free trial, one-time setup fee; auto-renews and auto-charges unless canceled before trial end.
What the AI will never do	Invent appointment availability, promise a refund/discount on your behalf, provide medical/legal/financial advice, or block a request to reach a human.
Your core responsibilities	Get your own customers’ consent to be texted (TCPA if U.S.-based, CASL if Canada-based), keep your Knowledge Card accurate, don’t submit SSNs/full card numbers/PHI, and comply with your own industry’s rules.
Consent and opt-out	Governed by the Recaptra Privacy Policy’s Consent Options section — transactional and marketing consent are always separate.
Liability	Service is provided “as is”; our total liability is capped at fees you paid in the prior 12 months (Section 13).

1. Description of the Service

Recaptra is a software-as-a-service platform that helps appointment- and service-based businesses recover missed calls and after-hours contacts by automatically engaging the caller via text message (and, in later product phases, voice), using an AI conversational system configured from information the Client provides (“Knowledge Card”). Depending on subscription tier, the Service may:

• send an automated text to a caller shortly after a missed call;
• classify and route the resulting conversation toward one of several outcomes (booked, answered, qualified, or escalated to Client staff);
• answer routine questions only from Client-approved information, and decline or escalate anything outside that approved scope;
• hand off appointment-ready contacts to the Client’s own existing booking platform (e.g., Booksy, Vagaro, Square);
• generate reporting on recovered conversations and estimated recovered revenue; and
• where enabled and separately consented to, support after-hours support intake and retention/win-back messaging.

Recaptra is a complement to, and not a replacement for, the Client’s existing scheduling, point-of-sale, or practice-management platform. Recaptra does not independently manage a Client’s calendar or invent appointment availability it cannot see. References to specific U.S. laws (e.g., the TCPA, A2P 10DLC) apply to the extent your business and its customers are U.S.-based; corresponding Canadian frameworks (e.g., CASL) apply to the extent your business and its customers are Canada-based.

2. Eligibility and Account Registration

• You must be at least 18 years old and have the legal authority to enter into these Terms on behalf of the business you represent.
• You agree to provide accurate, current, and complete information during registration and onboarding, and to keep it up to date.
• You are responsible for safeguarding your account credentials and for all activity under your account. Notify us promptly of any unauthorized use.
• We may suspend or refuse service at our discretion, including where we cannot verify identity, where the use case falls outside supported verticals, or where onboarding reveals a use case the Service is not designed to support.

3. Client Responsibilities

As the party with the direct relationship to your own customers, you are solely responsible for:

• Consent. Obtaining, and being able to demonstrate, all consents required to contact your customers via the Service, including appropriate notice at the point your phone number is provided to customers. If your business and customers are U.S.-based, this means the TCPA, CTIA messaging guidelines, and applicable state law. If Canada-based, this means CASL and applicable provincial law.
• Accuracy of your Knowledge Card. The AI answers only from the information you provide and approve. You are responsible for keeping pricing, services, policies, and hours accurate; Recaptra is not responsible for outcomes resulting from stale or inaccurate Client-provided information.
• Lawful use. Using the Service only for lawful business purposes, and not to harass, deceive, or send unsolicited messages beyond what your own consent basis supports.
• Regulatory compliance specific to your industry. Including healthcare advertising, patient-communication, and privacy rules applicable to health-adjacent verticals. Recaptra is not a HIPAA covered entity or business associate and does not offer a Business Associate Agreement. Do not configure the Service to transmit Protected Health Information.
• Not submitting prohibited data. You will not submit Social Security numbers, full payment card numbers, government identification numbers, or other highly sensitive personal data into the Knowledge Card, prompt configuration, or any conversation you direct through the Service.
• Escalation readiness. Ensuring a human is reasonably available to receive and act on escalations the Service generates.

4. AI Disclosure and Limitations

• AI-generated responses. Conversations may be conducted, in whole or in part, by an artificial intelligence system. Recaptra discloses the use of AI to End Users as part of the standard conversation flow.
• Not professional advice. The Service does not provide medical, legal, financial, or other professional advice. The AI is configured to escalate health, safety, legal, or financial matters to Client staff rather than respond substantively.
• No invented availability. The AI will not represent appointment availability it cannot verify.
• No unauthorized commitments. The AI will not promise a refund, discount, or other compensation on the Client’s behalf.
• Human handoff always available. Any End User request to speak with a human will not be blocked by the AI.
• Accuracy is not guaranteed. AI-generated text may occasionally be incorrect, incomplete, or misinterpret an End User’s message. Clients should review escalations and reporting and promptly correct any Knowledge Card gaps.

5. Subscription Plans, Fees, and Billing

• Tiers. Recaptra offers Starter, Growth, and Pro subscription tiers, each with a defined feature set as described on our pricing page or in your order form, incorporated into these Terms by reference.
• Free trial. New Clients receive a 30-day free trial. Unless you cancel before the trial ends, your subscription automatically converts to a paid plan and your payment method will be charged.
• Setup fee. A one-time setup/onboarding fee applies, scaled to onboarding complexity, and is non-refundable except as required by law or expressly stated in your order form.
• Billing cycle and auto-renewal. Subscriptions bill monthly (or annually, if selected) in advance and automatically renew until canceled. You authorize us and our payment processor (Stripe) to charge your payment method on file.
• Price changes. We may change subscription pricing with advance notice before your next renewal; continued use after a change takes effect constitutes acceptance of the new price.
• Non-payment. We may suspend or terminate the Service for accounts with a failed or overdue payment, following reasonable notice.
• Taxes. Fees are exclusive of applicable taxes, which you are responsible for unless we are required by law to collect them. U.S. Clients: applicable state/local sales tax will be added per your billing address. Canada-based Clients: applicable GST/HST and provincial sales tax where applicable will be added per your billing province.
• Refunds. Except as expressly stated in these Terms, an order form, or required by law, fees are non-refundable, including for partial subscription periods.

6. Acceptable Use

You agree not to use the Service to:

• violate any applicable law, including telemarketing, anti-spam, or consumer-protection law;
• send messages to any recipient who has not provided a lawful basis for contact, or who has opted out;
• transmit unlawful, defamatory, harassing, deceptive, or fraudulent content;
• attempt to reverse-engineer, decompile, or extract the underlying AI prompts, models, or source code, except to the extent such restriction is unenforceable under applicable law;
• resell, sublicense, or white-label the Service without our prior written consent;
• introduce malware or attempt to gain unauthorized access to the Service or other Clients’ data; or
• impersonate another person or business, or misrepresent your affiliation with any person or entity.

We may suspend access immediately, without prior notice, for a violation of this section that poses a security, legal, or safety risk.

7. Intellectual Property

• Our IP. Recaptra retains all right, title, and interest in and to the Service, including its software, AI prompt architecture, workflows, designs, trademarks, and documentation. These Terms grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service during your subscription term, solely for your own internal business purposes.
• Your content. You retain ownership of the business information, Knowledge Card content, and other materials you submit (“Client Content”). You grant Recaptra a non-exclusive, worldwide license to use, host, and process Client Content solely as necessary to provide the Service to you.
• Feedback. If you provide suggestions or feedback, we may use that feedback without obligation to you.
• Conversation data. As between you and Recaptra, Client Content and the resulting End User conversation records associated with your account belong to you as your business records.

8. Confidentiality

Each party may receive confidential or proprietary information of the other party in connection with the Service. Each party agrees to use the other’s confidential information solely to perform its obligations under these Terms, and to protect it using at least the same degree of care it uses for its own confidential information of similar sensitivity, but no less than reasonable care. This section does not apply to information that is or becomes public through no fault of the receiving party, was already known to the receiving party, or is independently developed without use of the disclosing party’s confidential information.

9. Data Protection and Security

Our collection, use, and protection of personal information in connection with the Service is governed by the Recaptra Privacy Policy, which is incorporated into these Terms by reference. The Privacy Policy’s Consent Options section describes how transactional recovery texting, marketing/retention messaging, Portal cookies, and account-data processing are each captured and withdrawn — transactional and marketing consent are never bundled. You represent that you have reviewed the Privacy Policy and that your own use of the Service is consistent with it.

10. Third-Party Services and Integrations

The Service relies on and may integrate with third-party providers, including messaging carriers and infrastructure (e.g., Twilio), the underlying AI model provider (e.g., Anthropic), database hosting (e.g., Supabase), workflow automation (e.g., n8n), payment processing (e.g., Stripe), and Client-selected external booking platforms (e.g., Booksy, Vagaro, Square). Recaptra is not responsible for outages, errors, or policy changes originating from third-party providers, though we will use commercially reasonable efforts to maintain functioning integrations. Your use of any third-party platform is subject to that third party’s own terms.

11. Term, Suspension, and Termination

• Term. These Terms remain in effect for as long as you maintain an active subscription, plus any period necessary to resolve outstanding obligations.
• Termination for convenience. Either party may terminate a subscription in accordance with the cancellation terms presented at signup or in your order form.
• Termination for cause. We may suspend or terminate your account immediately if you materially breach these Terms (including Sections 3 or 6), fail to pay fees when due, or use the Service in a way that creates legal, security, or safety risk.
• Effect of termination. Upon termination, your right to access the Service ends. Account and conversation data will be retained or deleted per the retention terms in the Privacy Policy. Fees paid are non-refundable except as stated in Section 5 or required by law.
• Survival. Sections addressing intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and dispute resolution survive termination.

12. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Without limiting the foregoing, Recaptra does not warrant that the Service will result in any specific number of recovered calls, bookings, or revenue; that it will be uninterrupted, error-free, or available at all times; that any AI-generated response will be accurate, complete, or appropriate for every situation; or that the Service will meet the specific regulatory requirements of your industry — that determination is your responsibility, in consultation with your own counsel.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL RECAPTRA OR ITS OFFICERS, EMPLOYEES, OR SUBPROCESSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RECAPTRA’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO RECAPTRA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

14. Indemnification

• By Client. You agree to indemnify, defend, and hold harmless Recaptra and its officers, employees, and subprocessors from any claim, loss, liability, or expense (including reasonable attorneys’ fees) arising out of: (a) your breach of these Terms; (b) your failure to obtain required consents from your customers; (c) your Knowledge Card content or other Client Content; or (d) your violation of any law or third-party right.
• By Recaptra. We will indemnify, defend, and hold you harmless from any third-party claim that the Service, as provided by us and used in accordance with these Terms, infringes that third party’s intellectual property rights, subject to customary carve-outs.

15. Dispute Resolution; Governing Law

Any dispute arising out of or relating to these Terms or the Service will be resolved through binding arbitration administered by a mutually agreed arbitration provider, on an individual basis (no class or representative actions), except that either party may bring an individual action in small claims court, or seek injunctive relief in a court of competent jurisdiction, for matters involving misuse of intellectual property or confidential information. The governing law and venue applicable to your subscription will be identified in your order form or at signup.

16. Modifications to These Terms

We may update these Terms from time to time. For material changes, we will provide notice (e.g., by email or in-Portal notice) before the changes take effect. Continued use of the Service after the effective date of updated Terms constitutes acceptance of those Terms. If you do not agree to updated Terms, you must stop using the Service and may terminate your subscription per Section 11.

17. General Provisions

• Force majeure. Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, including carrier outages, AI-provider outages, natural disasters, or acts of government.
• Assignment. You may not assign these Terms without our prior written consent; we may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Entire agreement. These Terms, together with the Privacy Policy and any order form or vertical-specific addendum, constitute the entire agreement between the parties regarding the Service.
• Severability. If any provision is found unenforceable, the remaining provisions remain in full force and effect.
• No waiver. Failure to enforce any provision is not a waiver of that or any other provision.
• Relationship of the parties. The parties are independent contractors; nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

18. Contact Us

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