Terms of Service

1. Agreement to Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you, whether acting on behalf of yourself or an entity (“Customer,” “you,” or “your”), and Capture Lab, Inc., a corporation registered in Pennsylvania, United States (“Capture Lab,” “we,” “us,” or “our”), governing your access to and use of the Capture Lab platform, website, APIs, and all associated services (collectively, the “Services”).

If you are accessing the Services on behalf of a company or organization, you represent that you have authority to bind that entity to these Terms, and “you” refers to that entity.

We may update these Terms at any time. We will notify you of material changes by updating the “Last Updated” date above and, where required, by email. Continued use of the Services after changes take effect constitutes acceptance of the revised Terms.

2. Definitions

• “Customer Data” means all data, recordings, files, and content submitted to or collected by the Services from the Customer's environment, including workflow recordings, process data, and any outputs or analytics derived therefrom.
• “Platform” means the Capture Lab workflow intelligence software, including the desktop recording agent, analytics dashboard, agent deployment infrastructure, and all related APIs and tools.
• “Authorized User” means an individual employee, contractor, or agent of the Customer authorized to access and use the Services under the Customer's account.
• “Subscription” means the paid plan or contractual arrangement under which the Customer accesses the Services.
• “Documentation” means the technical and user documentation available at capture-lab.com/docs, as updated from time to time.
• “Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood as confidential given the nature of the information and circumstances of disclosure.

3. Eligibility and Account Registration

The Services are intended exclusively for businesses and their authorized personnel. By using the Services, you represent and warrant that:

• You are at least 18 years of age and have legal capacity to enter into a binding agreement
• You are using the Services for lawful business purposes only
• All information you provide during registration is accurate, current, and complete
• You will maintain the security of your account credentials and promptly notify us of any unauthorized access

You are responsible for all activities that occur under your account and for ensuring all Authorized Users comply with these Terms. Capture Lab reserves the right to suspend or terminate accounts that violate these Terms or applicable law.

4. Description of Services

Capture Lab provides a workflow intelligence platform that enables enterprise organizations to:

• Record and capture desktop-based employee workflows using an authorized software agent installed on designated devices
• Analyze and visualize recorded workflows as structured process maps, task graphs, and operational analytics
• Deploy AI-powered automation agents trained on captured workflow data to replicate or augment business processes
• Ingest and process existing standard operating procedures (SOPs) to seed agent training pipelines

All Services are provided on a subscription basis pursuant to a separate order form or written agreement. The Documentation provides additional detail on functionality and technical requirements.

4.1 Beta and Early Access Features

Certain features may be designated as beta, pilot, or early access. Beta features are provided “as-is” without warranty of any kind, are excluded from any uptime or SLA commitments, and may be modified or discontinued at any time without notice. Customers participating in beta or pilot programs acknowledge these limitations.

4.2 Service Availability

Capture Lab targets 99.5% monthly uptime for the Platform, excluding scheduled maintenance windows. Uptime SLAs for enterprise customers are set forth in the applicable order form. Capture Lab will provide advance notice of scheduled maintenance where reasonably practicable.

5. Acceptable Use

5.1 Permitted Use

The Services may be used solely for the Customer's internal business purposes in accordance with these Terms, the Documentation, and any applicable order form. The Customer may permit Authorized Users to access the Services under the Customer's account.

5.2 Prohibited Activities

You agree not to, and not to permit any Authorized User or third party to:

• Use the Services to record, collect, or process data from individuals without obtaining all legally required consents, authorizations, and notices under applicable employment and privacy law
• Use the Services for any unlawful purpose or in violation of any applicable local, state, national, or international law or regulation
• Reverse engineer, decompile, disassemble, or attempt to derive source code from any part of the Platform
• Resell, sublicense, rent, lease, or otherwise transfer access to the Services to any third party without Capture Lab's prior written consent
• Transmit or store malicious code, viruses, or software designed to disrupt, damage, or gain unauthorized access to any system
• Attempt to circumvent, bypass, or disable any security or access control features of the Platform
• Use the Services in a way that could damage, overburden, or impair Capture Lab's infrastructure or interfere with other customers' use
• Remove or obscure any copyright, trademark, or other proprietary notices included in the Services or Documentation

5.3 Customer Responsibilities

The Customer is solely responsible for:

• Obtaining all legally required employee notifications and consents prior to deploying the recording agent on any device, including compliance with applicable employment, labor, and privacy law
• Defining appropriate access controls limiting who within the Customer's organization may view workflow recordings and analytics
• Ensuring all Authorized Users comply with the Customer's internal acceptable use and data handling policies
• The accuracy, legality, and appropriateness of all Customer Data submitted to the Platform

5.4 Export Compliance

The Customer agrees to comply with all applicable US export control laws and regulations, including the Export Administration Regulations (EAR) and OFAC sanctions, in connection with use of the Services. The Customer represents that it is not located in, or acting on behalf of any person or entity in, any country subject to US trade sanctions.

6. Customer Data, Privacy, and Security

6.1 Customer Data Ownership

As between Capture Lab and the Customer, the Customer retains all ownership rights in and to Customer Data. Capture Lab acquires no rights in Customer Data other than the limited rights necessary to provide the Services as described herein.

6.2 License to Customer Data

The Customer hereby grants Capture Lab a limited, non-exclusive, non-transferable license to access, process, store, and use Customer Data solely to: (a) provide and maintain the Services; (b) generate analytics and outputs for delivery to the Customer; (c) improve the reliability and performance of the Platform; and (d) comply with applicable law.

Capture Lab will not use Customer Data to train AI models for any party other than the originating Customer organization, and will not share, sell, or transfer Customer Data to any third party — including AI research organizations or frontier model providers — without prior explicit written consent from the Customer executed as a separate data sharing agreement.

6.3 Data Isolation

Capture Lab maintains logical separation between Customer Data from different customer organizations. Customer Data will not be accessible by, shared with, or disclosed to any other Capture Lab customer under any circumstances.

6.4 Data Protection and Privacy

Capture Lab will process Customer Data in accordance with its Privacy Statement, available at capture-lab.com/privacy, and will implement and maintain appropriate technical and organizational security measures to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. These measures include encryption of data at rest (AES-256) and in transit (TLS 1.2 or higher), role-based access controls, and multi-factor authentication on all production systems.

Customers requiring a Data Processing Agreement (DPA) — including those subject to GDPR, CCPA, or other data protection regulations — may request one by contacting support@capture-lab.com.

6.5 HIPAA Customers

The Services are not preconfigured for HIPAA compliance by default. Customers who are HIPAA-covered entities or business associates and who intend to process Protected Health Information (PHI) through the Services must execute a separate Business Associate Agreement (BAA) with Capture Lab prior to any such use. To request a BAA, contact support@capture-lab.com. Use of the Services to process PHI without an executed BAA is a material breach of these Terms.

6.6 Security Incident Notification

In the event of a confirmed security incident affecting Customer Data, Capture Lab will: (a) notify the Customer within 72 hours of confirming the incident; (b) provide a written incident report within 15 business days describing the nature of the incident, data affected, and remediation steps taken; and (c) cooperate with the Customer in any regulatory reporting or investigation as required by applicable law. To report a suspected security issue, contact security@capture-lab.com.

6.7 SOC 2 Audit Reports

Capture Lab maintains a SOC 2 compliance program. Upon written request and execution of a mutual non-disclosure agreement, Capture Lab will make its most recent SOC 2 audit report available to Customers for vendor due diligence purposes.

6.8 Data Backup

Capture Lab performs regular automated backups of Customer Data as part of its platform operations. Backups are stored in encrypted form on AWS infrastructure in the United States. While Capture Lab takes reasonable precautions, the Customer is responsible for maintaining its own independent copies of critical data.

6.9 Subprocessor Changes

Capture Lab will provide at least 30 days' advance written notice before adding any material new subprocessors that will have access to Customer Data. A current list of subprocessors is available upon written request at support@capture-lab.com.

6.10 Data Return and Deletion

Upon termination of the Customer's subscription, Capture Lab will make Customer Data available for export for a period of 30 days following the termination date. After this period, Customer Data will be permanently deleted from Capture Lab's systems within 60 days, except where retention is required by applicable law or an active legal hold.

7. Intellectual Property Rights

7.1 Capture Lab IP

Capture Lab retains all right, title, and interest in and to the Platform, the Services, Documentation, and all underlying technology, software, algorithms, AI models, trade secrets, and intellectual property embodied therein. These Terms do not grant the Customer any rights to Capture Lab's intellectual property except the limited license set forth herein.

7.2 License to Use

Subject to the Customer's compliance with these Terms and payment of applicable fees, Capture Lab grants the Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Services during the subscription term solely for the Customer's internal business purposes in accordance with the Documentation.

7.3 Feedback

If the Customer provides Capture Lab with feedback, suggestions, or ideas regarding the Services, the Customer grants Capture Lab a perpetual, irrevocable, royalty-free license to use such feedback for any purpose, including improving the Platform, without obligation of compensation or attribution.

7.4 Aggregate and Anonymized Data

Capture Lab may generate and use aggregate, anonymized, de-identified data derived from the use of the Services — data that cannot reasonably be used to identify the Customer or any individual — for purposes of improving the Platform, generating industry benchmarks, and developing new features. Such data is not Customer Data and is not subject to the data use restrictions in Section 6. Capture Lab will never share identifiable Customer Data with third parties for AI research or model training purposes without explicit written consent.

8. Fees, Payment, and Subscription Terms

8.1 Fees

The Customer agrees to pay all fees set forth in the applicable order form or written agreement. All fees are quoted in US dollars and are non-refundable except as expressly stated in these Terms or required by applicable law.

8.2 Payment Terms

Unless otherwise agreed in writing, fees are due and payable net 30 days from the date of invoice. Overdue payments will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

8.3 Taxes

Fees are exclusive of all applicable taxes, levies, and duties. The Customer is responsible for paying all taxes associated with its use of the Services, excluding taxes based on Capture Lab's net income.

8.4 Subscription Renewal

Subscriptions automatically renew for successive periods equal to the initial subscription term unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current term.

8.5 Fee Changes

Capture Lab may adjust fees upon renewal with at least 60 days' prior written notice to the Customer.

9. Term, Suspension, and Termination

9.1 Term

These Terms commence on the date the Customer first accesses the Services and continue until the Customer's subscription expires or is terminated in accordance with this Section.

9.2 Suspension

Capture Lab may suspend the Customer's access to the Services — without terminating these Terms — in the following circumstances:

• AUP violation: Immediately upon discovery of a material violation of Section 5 (Acceptable Use), particularly where continued access poses a security or legal risk.
• Non-payment: With 10 days' written notice if the Customer has outstanding overdue fees and has not cured the non-payment within that notice period.

Suspension does not relieve the Customer of any payment obligations. Capture Lab will restore access promptly once the underlying issue is resolved.

9.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure the breach within 30 days of receiving written notice of the breach; (b) becomes insolvent or makes an assignment for the benefit of creditors; or (c) has a receiver or administrator appointed.

9.4 Termination for Convenience

The Customer may terminate its subscription at the end of any subscription period by providing written notice at least 30 days before the renewal date. Capture Lab may terminate these Terms for convenience with 60 days' written notice to the Customer.

9.5 Effect of Termination

Upon termination: (a) all licenses granted under these Terms immediately cease; (b) the Customer must stop using the Services and delete all locally installed components; (c) each party will return or destroy the other party's Confidential Information upon written request; and (d) Customer Data will be handled in accordance with Section 6.10. Termination does not relieve the Customer of payment obligations incurred prior to termination. Sections 6, 7, 10, 12, 13, 14, and 16 survive termination.

10. Confidentiality

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party without prior written consent; and (c) use Confidential Information only to exercise rights or fulfill obligations under these Terms.

These obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party at the time of disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by applicable law or court order, provided the receiving party gives prompt written notice to the disclosing party where legally permitted.

Customer Data is deemed Confidential Information of the Customer. The terms of these Terms are deemed Confidential Information of both parties. These confidentiality obligations survive termination for a period of five (5) years.

11. Representations and Warranties

11.1 Mutual Representations

Each party represents and warrants that: (a) it has the legal authority to enter into these Terms; (b) these Terms constitute a valid and binding obligation enforceable in accordance with its terms; and (c) its performance under these Terms will not violate any applicable law or third-party agreement.

11.2 Customer Representations

The Customer additionally represents and warrants that:

• It has obtained all legally required consents, authorizations, and notices necessary to collect, process, and transmit Customer Data through the Services, including under applicable employment, labor, and privacy law
• Its use of the Services and the Customer Data does not and will not violate any applicable law, including data protection, privacy, and employment law
• It has the right to grant Capture Lab the licenses set forth in these Terms with respect to Customer Data

11.3 Capture Lab Representations

Capture Lab represents and warrants that: (a) the Services will perform materially in accordance with the Documentation under normal use; (b) Capture Lab will implement and maintain reasonable technical and organizational security measures to protect Customer Data; and (c) Capture Lab will provide the Services in a professional and workmanlike manner consistent with industry standards.

12. Disclaimer of Warranties

13. Limitation of Liability

The limitations in this Section apply regardless of the form of action — whether in contract, tort, strict liability, or otherwise — and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose. Nothing in this Section limits liability for gross negligence, willful misconduct, or death or personal injury caused by negligence.

14. Indemnification

14.1 Customer Indemnification

The Customer agrees to defend, indemnify, and hold harmless Capture Lab and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Customer's use of the Services in violation of these Terms; (b) Customer Data, including any allegation that Customer Data infringes a third party's intellectual property or privacy rights; (c) the Customer's failure to obtain required employee consents for workflow recording; (d) the Customer's use of the Services to process PHI without an executed BAA; or (e) the Customer's breach of any applicable law.

14.2 Capture Lab Indemnification

Capture Lab agrees to defend, indemnify, and hold harmless the Customer from and against any third-party claims alleging that the Platform, as used in accordance with these Terms, infringes any US patent, copyright, trademark, or trade secret. This obligation does not apply where the claim arises from Customer Data, the Customer's modifications to the Platform, or use of the Services in combination with third-party products not authorized by Capture Lab.

15. Modifications to Services and Terms

Capture Lab reserves the right to modify the Services at any time, including adding, modifying, or removing features. We will provide at least 30 days' written notice of material changes that negatively impact core functionality during an active subscription term.

Capture Lab may update these Terms at any time. For material changes, we will provide at least 30 days' written notice before the changes take effect. Your continued use of the Services after the effective date constitutes acceptance of the revised Terms. If you do not agree, you may terminate your subscription prior to the effective date of the changes and receive a pro-rata refund of prepaid fees.

16. Governing Law and Dispute Resolution

16.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, United States, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

16.2 Informal Resolution

Before initiating any formal dispute resolution proceeding, the parties agree to attempt to resolve any dispute informally by notifying the other party in writing and engaging in good-faith negotiations for at least 30 days from the date of written notice.

16.3 Binding Arbitration

If informal resolution fails, any dispute arising out of or related to these Terms will be finally resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA). The arbitration will be conducted in Pittsburgh, Pennsylvania, or by remote means if agreed by both parties. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party will bear its own costs and fees unless the arbitrator determines otherwise.

16.4 Class Action Waiver

Each party agrees that any dispute resolution proceeding will be conducted only on an individual basis, not in a class, consolidated, or representative action. Both parties waive any right to participate in a class action lawsuit or class-wide arbitration.

16.5 Injunctive Relief Exception

Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information pending the outcome of arbitration.

17. Electronic Communications

By using the Services or communicating with Capture Lab electronically, you consent to receive electronic communications from us, including notices, agreements, and disclosures. You agree that all electronic communications satisfy any legal requirement that such communications be in writing. You hereby agree to the use of electronic signatures, contracts, and records in connection with transactions initiated or completed through the Services.

18. Miscellaneous

• Entire Agreement: These Terms, together with any applicable order form, DPA, BAA, or written agreement, constitute the entire agreement between the parties with respect to the Services and supersede all prior agreements and understandings.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.
• Waiver: Failure to enforce any provision of these Terms does not constitute a waiver of the right to enforce it in the future.
• Assignment: The Customer may not assign these Terms or any rights hereunder without Capture Lab's prior written consent. Capture Lab may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, with notice to the Customer.
• Force Majeure: Neither party will be liable for any failure or delay in performance due to causes beyond their reasonable control, including natural disasters, acts of government, or failures of third-party infrastructure, provided the affected party provides prompt written notice and uses reasonable efforts to resume performance.
• No Agency: Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between the parties.
• Support: Capture Lab provides customer support via support@capture-lab.com. Support response times and service levels are set forth in the applicable order form.
• Notices: All legal notices under these Terms must be in writing and sent to support@capture-lab.com or to the address on file for the Customer. Notices are effective upon confirmed receipt.

19. Contact Information

For questions about these Terms of Service, please contact: