Terms and Conditions of Use of Oula

These Terms and Conditions of Use ("Terms") govern the access, browsing, registration, contracting and use of the Oula technology platform (the "Platform"), including its website, applications, modules, APIs, integrations, features, artificial intelligence assistants, support channels and other associated services (the "Services").

By accessing, registering, activating an account, electronically accepting these Terms, contracting a plan, using any Oula feature or allowing third parties within your organization to use the Platform, you represent that you:

• Have read and understood these Terms.
• Have the legal capacity to be bound.
• Act on your own behalf or with sufficient authority to bind the legal entity you represent.
• Agree to be bound by these Terms, the Privacy Policy, the Acceptable Use Policy and any applicable supplementary contractual document.

If you do not agree with these Terms, you must not access or use the Platform.

Oula is a software as a service (SaaS) technology platform oriented, among other purposes, to facilitating the management of organizational communication, workflows, tickets, requests, automations, analytics, operational traceability, coordination between teams, document management, third-party integrations and artificial-intelligence-assisted features.

Oula may offer different service modalities, including free, trial, standard, business, corporate, custom-development, beta, professional-service, special-integration and pay-per-use plans and features.

Oula reserves the right to modify, evolve, improve, replace, restrict or discontinue, at any time, any feature, module, characteristic, integration, plan, API or component of the Platform.

For the purposes of these Terms:

To use certain Services it will be necessary to create an Account and provide truthful, complete, up-to-date and verifiable information.

The Client and its Users are responsible for:

• Safeguarding credentials, passwords, tokens and access.
• Keeping their information up to date.
• Restricting unauthorized access.
• Ensuring that authorized Users comply with these Terms.
• All activities carried out from their Account, except upon sufficient proof of improper access not attributable to the Client.

Oula may reject registrations, require additional validations, request documents, suspend onboarding processes or deactivate accounts when it reasonably deems it necessary for security, compliance, fraud prevention, commercial validation, reputational risk, misuse or protection of the Platform.

The Client accepts that a manifestation of intent made by electronic means, including acceptance clicks, checkbox activation, onboarding flows, email confirmations, in-Platform acceptance, continued use of the service or acceptance within a service order, has full validity and binding effect.

The records, logs, digital evidence, timestamps, proofs of acceptance, journals, emails, authentications and technical traces generated by Oula shall constitute valid means of proof regarding acceptance, use of the Platform, account configuration, authorizations and contractual events.

Subject to compliance with these Terms and payment of the applicable amounts, Oula grants the Client a license with the following characteristics:

• Limited — solely for the purposes and the plan contracted.
• Non-exclusive — it does not prevent Oula from granting licenses to third parties.
• Non-sublicensable and non-transferable — it may not be assigned to third parties without written authorization.
• Revocable and temporary — in force while the contractual relationship remains active.

This license does not imply any assignment of intellectual property, sale of software, transfer of source code or any right other than the expressly authorized use.

The Client and its Users may not, directly or indirectly:

• Copy, resell, sublicense, lease, assign, distribute or commercially exploit the Platform without Oula’s written authorization.
• Decompile, reverse-engineer, derive source code, replicate architecture, or extract prompts, models, datasets, business logic or internal mechanisms.
• Interfere with the security, integrity, availability or performance of the Platform.
• Introduce malware, abusive automations, unauthorized scrapers, malicious bots or loads that affect the infrastructure.
• Use the Platform for unlawful, deceptive, defamatory, discriminatory, invasive purposes or purposes contrary to the rights of third parties.
• Upload content over which they do not hold sufficient rights or authorizations.
• Attempt to access accounts, data, tenants, environments or modules of third parties.
• Use the Platform to build a competing product or unauthorized commercial benchmark.
• Circumvent usage, user, capacity, license limits or restrictions of the contracted plan.
• Use AI Results as a substitute for human validation in critical decisions without adequate review.

Prices, charges, currencies, periods, limits, included users, consumption, add-ons, integrations and commercial conditions shall be those published by Oula, quoted to the Client or agreed in writing in a service order, proposal, MSA, commercial form or within the Platform.

Unless expressly agreed otherwise:

• All amounts are charged in advance.
• Payments are non-refundable.
• Taxes, withholdings, levies, bank costs and third-party charges are borne by the Client.
• Late payment triggers immediate suspension or the charging of the maximum legally permitted interest, without prejudice to Oula’s other rights.
• Oula may update prices, conditions, limits or plan packaging upon renewal or with reasonable prior notice.

Where periodic subscriptions exist, the Client authorizes the recurring charge of the contracted plan until its effective cancellation in accordance with these Terms.

Unless otherwise stipulated in writing, subscription plans shall renew automatically for successive periods equal to the one initially contracted.

If the Client does not wish to renew, it must cancel before the cut-off date or with the advance notice indicated in the commercial offer, admin panel or applicable contractual document. Non-use of the service does not amount to cancellation.

Oula shall not be obligated to make refunds for periods already accrued, started, invoiced or renewed, except where mandatory law provides otherwise.

Oula may offer trial access, demos, pilots, sandboxes, beta or experimental features. Such access may be modified, restricted or terminated at any time and is offered "as is", "as available" and without any guarantee of continuity, accuracy, compatibility or support.

Oula may limit features, storage, users, exports, integrations or availability of these modalities.

The Platform, its software, object code, architecture, design, interface, look and feel, workflows, structural databases, taxonomies, prompts, engines, models, documentation, manuals, trademarks, logos, trade names, Oula content, improvements, adaptations, derivative developments and any associated rights are and shall remain the exclusive property of Oula or its licensors.

Nothing in these Terms shall be construed as an assignment, transfer or implied license over intellectual property rights, except for the limited license of use expressly granted.

The Client shall retain ownership of its Client Content. However, it grants Oula a worldwide, non-exclusive license, free of charge during the term of the service, to host, reproduce, process, transform, transmit and use such content for the purpose of providing, maintaining, protecting, improving and auditing the Services.

Additionally, the Client authorizes Oula to use aggregated, anonymized, statistical and non-identifiable data for analysis, product improvement, benchmarking, analytics and Oula’s legitimate commercial purposes.

The Client represents and warrants that:

• It owns the Client Content or has sufficient authorizations to upload it, use it and allow its processing.
• Such content does not infringe the rights of third parties or the law.
• It has the necessary authorizations from its employees, contractors, clients, leads, end users or third parties whose data it incorporates into the Platform.
• It shall be solely responsible for the quality, accuracy, lawfulness, integrity and updating of the information it enters.

Oula does not review in advance or materially validate the content uploaded by the Client, and assumes no responsibility for decisions made on the basis of information that is incorrect, incomplete, biased, out of date or unlawfully obtained by the Client.

Oula may incorporate features based on artificial intelligence, generative models, classifiers, suggestions, automations, conversational assistants and recommendation systems.

The Client accepts that:

• AI Results may contain errors, omissions, biases, hallucinations, imperfect inferences or content not suitable for use without human review.
• Oula does not guarantee the accuracy, completeness, originality, merchantability or suitability of AI Results for particular purposes.
• Any legal, labor, medical, financial, reputational, compliance, hiring, dismissal, sanction, security or material-impact decision must be validated by competent humans.
• Oula may use third-party providers and models to enable certain features.
• The availability and quality of these features may vary without liability for Oula.

An essential part of Oula’s service consists of the automated analysis of authorized business communications to convert them into structured execution elements, including requests, tasks, commitments, priorities, owners, SLAs, alerts and follow-ups. The Client fully assumes the risk of using automations and AI Results in its business processes.

Oula may integrate with third-party services such as Slack, Gmail, Google Workspace, Outlook and Microsoft 365, in order to enable productivity, operational management, intelligent classification, request generation, task creation, tracking, analytics, prioritization, automation and traceability features within the Platform.

Such integrations shall be activated solely through the express authorization of the User or the administrator Client and shall be limited to the permissions, scopes, configurations and consents effectively granted during the connection process.

Oula shall access, collect, transmit, store and process only the information reasonably necessary to provide the contracted features, including, depending on the authorized integration: message or email metadata, senders, recipients, subject, date, message content, attachments, technical identifiers, channels, conversations, statuses and other strictly required elements.

Where permitted by the consents granted, Oula may analyze, by means of artificial intelligence, the information coming from these integrations exclusively to:

• Identify whether a communication corresponds to a request, requirement, incident, case, task, commitment or workflow.
• Classify, tag, summarize, prioritize, route or structure communications.
• Generate suggestions, drafts, summaries, alerts, follow-ups and automations.
• Create or update records within Oula with requests, tickets, tasks, owners, statuses, priorities, times and traceability.
• Improve the Client’s operational and productivity experience within the Platform.

Oula will not perform human reading of content coming from email or messaging integrations, except where necessary for technical support, incident investigation, security reasons or where there is a legal obligation or a request from a competent authority.

The Client shall be responsible for obtaining all internal, corporate and regulatory authorizations necessary to connect mailboxes, accounts, workspaces, channels, tenants or third-party services to Oula.

Oula may implement technical, administrative and organizational security measures that it deems appropriate in accordance with the nature of the service and its internal risk-management criteria.

However, no system is completely immune. Consequently, Oula does not guarantee absolute security, invulnerability or the total absence of incidents.

The Client is responsible for adopting complementary security measures over its devices, networks, access, credentials, roles, integrations and internal policies.

When the Client connects third-party email, collaboration or messaging services to Oula, the Client represents that it has the legal basis, authorizations, internal powers and corporate policies necessary to allow Oula to process the information accessible through such integrations in accordance with these Terms, the Privacy Policy and, where applicable, the Data Processing Addendum.

Oula shall retain the information from integrations for the time necessary to provide the service, comply with legal obligations, maintain security, resolve incidents, exercise legal defense and execute the applicable retention policies.

The Client may request the disconnection of integrations, the deletion of certain data or the export of information, subject to technical, legal, contractual and security limitations, as well as to the policies of the relevant third-party provider.

Each party undertakes to keep confidential the other party’s confidential information to which it has access in connection with the commercial relationship, and to use it solely for the purposes of executing the service.

The following shall not be considered confidential information:

• Information that is public without a breach of these Terms.
• Information already legitimately in the possession of the receiving party.
• Information that must be disclosed by a competent authority, law or court order.
• Information developed independently without use of the other party’s confidential information.

Oula may disclose strictly necessary information to its employees, affiliates, contractors, sub-processors, advisors, cloud providers, auditors or financiers, under appropriate confidentiality duties.

Oula may suspend or terminate, in whole or in part, immediately and without liability, access to the Platform when:

• There is late payment or rejected payment.
• Improper, abusive, fraudulent or unlawful use is detected.
• There is a risk to security, integrity or availability.
• The Client breaches these Terms or associated documents.
• An authority so requires.
• It is necessary to protect Oula, other clients, third parties or the infrastructure.
• Oula decides to discontinue a product or service line.

The Client may terminate the relationship in accordance with its plan or contract, but this does not release it from paying amounts already accrued or from minimum commitment periods, annual commitments, executed developments, consumed professional services or non-cancelable charges with third parties.

Upon termination of the relationship:

• The license of use shall cease.
• Oula may deactivate access and modules.
• Oula may retain information for the time necessary for backup, operational continuity, legal compliance, audit, fraud prevention, judicial defense or regulatory requirements.
• The Client must pay all outstanding balances.
• Where applicable, the Client may request the export of certain information within the period and under the technical, economic and format conditions that Oula establishes.

Oula shall not be obligated to retain the Client’s information indefinitely once the relationship has ended.

To the maximum extent permitted by law, the Platform and the Services are provided "as is" and "as available".

Oula excludes all express or implied warranties, including, without limitation: merchantability, fitness for a particular purpose, non-infringement, continuity, accuracy, compatibility, availability, expected results, absence of errors, absence of interruptions and suitability for the Client’s specific sector regulations.

Oula does not guarantee that use of the Platform will generate increased revenue, productivity, efficiency, compliance, savings, commercial success, internal adoption, operational continuity or any specific result.

To the maximum extent permitted by law, Oula shall not be liable for indirect, incidental, special, punitive or exemplary damages, lost profits, loss of opportunity, loss of revenue, loss of clients, reputational loss, loss of business, operational interruption, loss of data, corruption of data, replacement costs or third-party claims.

Oula’s total aggregate liability arising out of or related to these Terms, the Platform or the Services, for any cause and under any legal theory, shall not exceed, in the aggregate, the lesser of:

• The amounts actually paid by the Client to Oula in the six (6) months prior to the event giving rise to the claim.
• The amount actually paid for the specific module, order or service that gave rise to the claim.

The foregoing limitations shall apply even if a remedy fails of its essential purpose.

The Client shall defend, indemnify and hold harmless Oula, its shareholders, directors, employees, affiliates, contractors and partners, against any claim, demand, sanction, fine, investigation, loss, cost or expense, including reasonable attorneys’ fees, arising from:

• The Client Content.
• The improper use of the Platform.
• The breach of these Terms.
• The infringement of third-party rights.
• The unlawful processing of personal data by the Client.
• Decisions made by the Client on the basis of automations or AI Results.
• The Client’s labor, commercial or consumer relationships with third parties.

The Client authorizes Oula to send contractual, operational, legal, commercial, technical and security communications by email, in-Platform notifications, SMS, messaging, WhatsApp or other channels provided by the Client or enabled by the Platform.

Communications sent to the contact details registered by the Client shall be deemed validly notified.

Oula may modify these Terms at any time. The updated version will be published on the Platform or communicated by electronic means.

Where changes are material, Oula may give reasonable prior notice. Continued use of the Platform after the changes take effect shall constitute acceptance of the new version.

If the Client does not agree with the modification, it must stop using the Platform and arrange termination in accordance with the applicable conditions.

To the extent that Oula processes data obtained through Google Workspace APIs, Oula shall limit such processing to features visible to the user within the Platform and to the purposes described in its Privacy Policy and in these Terms.

Access by Oula personnel to such data shall be restricted to cases strictly necessary and permitted by law, for reasons of security, support, abuse prevention or legal compliance.

When Oula accesses data through Microsoft Graph or integrations with Microsoft 365, such access shall be carried out in accordance with the permissions granted by the user or by the tenant administrator, as applicable.

Oula shall apply reasonable minimization, retention and deletion criteria, and shall maintain a privacy policy describing the processing of such data and the mechanisms to revoke access or request its deletion, in accordance with applicable regulations.

When Oula integrates with Slack, access to messages, metadata, channels or users shall be limited to the scopes and permissions granted by the workspace and by its administrators or authorized users.

Oula will not grant any user access to, visualization of, or extraction of Slack content beyond what that user is already entitled to see within Slack or what the workspace administrator has validly authorized.

These Terms shall be governed by the laws of the Republic of Colombia.

Any dispute that cannot be resolved directly between the parties shall be submitted, at Oula’s exclusive election, to:

• The competent courts of Bogotá D.C.; or
• An alternative dispute-resolution mechanism administered in Bogotá D.C., in the Spanish language, in accordance with the rules of the arbitration or conciliation center that Oula determines in the notice of commencement.

Notwithstanding the foregoing, Oula may resort to any competent authority to request precautionary measures, protection of intellectual property, debt collection or defense of its rights.

If any provision of these Terms is declared invalid, illegal or unenforceable, the remaining provisions shall remain in force and shall be interpreted in the manner closest to the original intent.

These Terms, together with the Privacy Policy, the Acceptable Use Policy, the data processing addendum, service orders, accepted proposals, technical annexes, SLAs and other documents incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter governed.

For legal, contractual, data-protection matters or notices related to these Terms: