Terms and Conditions of Use of AI Worker Services – Autodyne Labs S.R.L.

1. Introduction

These Terms and Conditions of Use ("Conditions") govern the access to and use of the AI worker services provided by Autodyne Labs S.R.L., corporate ID 3-102-926819, a Costa Rican company domiciled in San José, Escazú, San Rafael, eighth floor, Sfera Legal offices, hereinafter "Autodyne," "the Company," or "we."

Acceptance of these Conditions constitutes a legally binding agreement between Autodyne and the Client.

The contracting, integration, activation, or use of any service implies the express, voluntary, and informed acceptance of these Conditions as well as its Privacy Policy. This document is an integral part of the contract between the parties.

2. Definitions

• AI Workers: Automated interfaces developed by Autodyne to execute business workflows defined by the Client.
• Client: Any individual or legal entity that contracts or uses Autodyne's services.
• Services: The set of functionalities enabled to operate the AI workers.
• Third Parties: External platforms, providers, or systems outside of Autodyne.

3. Acceptance and Eligibility

The Client declares to have the legal capacity to contract services in Costa Rica under the Civil Code, the Law on Certificates, Digital Signatures, and Electronic Documents (Law No. 8454), and other applicable regulations. In the case of legal entities, the signatory guarantees sufficient authority to act on their behalf.

4. Functional Scope and Limitations

AI Workers only execute the tasks contractually approved or included in formally accepted technical proposals. They do not provide medical, legal, tax, or any other regulated professional advice.

5. Acceptable Use of the Service

The Client agrees to:

• Not use the services for unlawful purposes.
• Not modify, copy, decompile, or distribute the AI Workers without express authorization.
• Protect access to the credentials provided.

6. Data Protection and Privacy

Autodyne commits to protecting Client privacy in accordance with the Law on the Protection of Individuals Against the Processing of Their Personal Data (Law No. 8968) and its regulations. The following principles apply:

• Only data necessary for service delivery will be collected.
• Data will not be used to train general AI models.
• The Client retains ownership of their data.
• The Client may exercise their ARCO rights (access, rectification, cancellation, opposition) by written request to andre@autodyne.co.

7. Third-Party Integrations

If integrated with external systems (SAP, SQL, Outlook, etc.), the Client is responsible for authorizing and maintaining valid credentials. Autodyne limits its access strictly to what is necessary and does not store information outside of the agreed functional flow.

8. Security

We apply international security standards:

• TLS encryption in transit and AES-256 at rest.
• Virtualized environments per client.
• Access and event auditing.

9. Term, Termination, and Cancellation

This contract will remain in effect indefinitely, unless the Client cancels the service as stipulated herein.

The service operates on a monthly subscription model, renewed automatically via the associated recurring payment system (TiloPay), which charges the authorized card or payment method each month.

The Client may cancel at any time with written notice at least five (5) business days before the next billing cycle to avoid new automatic charges.

Autodyne may suspend or cancel the service unilaterally in case of contractual breach, violation of applicable laws, misuse of services, or technical/security reasons affecting platform stability.

No refunds will be issued for already started subscription periods, unless otherwise required by law or specifically agreed in an individual contract with the Client.

10. Intellectual Property, Sensitive Information, and Limitation of Liability

Software rights.

Autodyne Labs S.R.L. is and will remain the exclusive holder of all property and intellectual rights over the AI Workers, including workflows, logical architecture, source code, scripts, templates, functionalities, visual elements, auxiliary tools, and any component developed within the contractual relationship, unless otherwise agreed in writing.

Functional reuse and non-exclusivity.

The Client acknowledges that contracting an AI worker does not grant exclusivity over that development, nor does it prevent Autodyne from reusing, replicating, commercializing, or licensing similar functionalities for other companies, provided that no confidential or customized Client information is disclosed.

Sensitive business information.

In providing the services, Autodyne may receive, host, or process sensitive Client information such as customer names, billed amounts, accounting records, receipts, expense reports, internal files, or other strategic data. Such information will be treated confidentially under Law No. 8968 and not used for purposes beyond those contractually agreed, except with Client authorization or legal requirement.

Confidentiality and safeguarding.

Autodyne implements technical and organizational measures in accordance with international security standards, including encryption in transit and at rest, client-specific virtual environments, access controls, event traceability, and contingency protocols. All Client information will be safeguarded with confidentiality, integrity, and availability, as legally required.

Limited liability.

Autodyne's services are provided "as is," without additional guarantees of continuous, error-free, or uninterrupted performance. The Client accepts use at their own risk.

Autodyne will not be liable for indirect damages, lost profits, data loss, or service interruptions, except in cases of willful misconduct or gross negligence as per Article 1045 of the Civil Code.

Autodyne will not be responsible for losses, alterations, or leaks of business data arising from:

• (a) actions or omissions by the Client or its internal users;
• (b) the Client's failure to meet its security, update, or access-protection obligations; or
• (c) force majeure events or external attacks that could not reasonably have been foreseen or prevented.

Data return and deletion.

Upon termination, the Client may request in writing the return or permanent deletion of its sensitive business data, subject to Autodyne's retention policies and provided no legal, contractual, or tax obligations require its preservation.

Legal protection.

This clause shall be interpreted under the Copyright and Related Rights Law (Law No. 6683) and the Intellectual Property Rights Enforcement Law (Law No. 8039). Any disputes will be submitted to the courts of Costa Rica, without prejudice to alternative dispute resolution mechanisms agreed by the parties.

11. Modifications

Autodyne may amend these Conditions for technical, regulatory, or business reasons. The Client will be notified at least 10 calendar days in advance of any substantial modification.

12. Governing Law and Jurisdiction

This contract is governed by the laws of the Republic of Costa Rica. For any disputes, the Client and Autodyne submit to the jurisdiction of the competent courts of San José, without prejudice to first using alternative dispute resolution mechanisms under the Alternative Dispute Resolution and Promotion of Social Peace Law (Law No. 7727).