Terms of Use

1. Acceptance of Terms and Contractual Agreement

These Terms of Service (the "Agreement") constitute a legally binding, irrevocable contract between the individual accessing, downloading, or utilizing the platform (the "User") and Perfy Group Ltd., a corporation organized and existing under the laws of British Columbia, Canada (the "Company"). This Agreement strictly governs the User's access to and use of the SuKu mobile application, website, artificial intelligence chatbot, persistent memory databases, audio processing systems, remote screen assistance functionalities, and all associated services (collectively, the "Services"). By downloading, installing, accessing, or utilizing the Services, the User explicitly acknowledges that the User has read, comprehensively understood, and agreed to be legally bound by this Agreement. If the User does not agree to these terms in their entirety, the User is expressly prohibited from accessing the Services and must immediately delete the application from all devices.

2. Eligibility, Jurisdictional Compliance, and Account Security

2.1 Age Requirements and Guardian Consent: The Services may be accessed by individuals under the age of majority in their respective jurisdiction of residence only if a parent or legal guardian (a "Guardian") first explicitly agrees to this Agreement on their behalf. By permitting a minor to access the Services, the Guardian represents and warrants that they possess the legal authority to bind the minor, and the Guardian accepts full, unconditional legal and financial responsibility for the minor's conduct, inputs, and reliance upon the artificial intelligence outputs. Furthermore, the Guardian explicitly assumes all indemnification obligations outlined in Section 13 on behalf of the minor. The Company reserves the right to request documentary proof of Guardian consent and to suspend accounts lacking such verification.

2.2 Jurisdictional Legality: The User represents and warrants that accessing the Services is legally permissible within their specific local, state, provincial, or national jurisdiction. The User assumes all responsibility for complying with local laws regarding the use of encryption, artificial intelligence, and telecommunications software.

2.3 Account Security: The User is solely and exclusively responsible for maintaining the strict confidentiality of account credentials and cryptographic authentication tokens. The Company unequivocally disclaims all liability for any unauthorized access, data manipulation, or financial loss resulting from the User's failure to safeguard their credentials.

3. Artificial Intelligence Functionality, Probabilistic Outputs, and Disclaimers

3.1 Probabilistic and Non-Deterministic Outputs: The SuKu chatbot utilizes advanced generative artificial intelligence and highly complex large language models. The User expressly acknowledges that artificial intelligence systems generate outputs based on probabilistic data modeling, not deterministic factual retrieval. Consequently, the Services may routinely generate responses, recommendations, or data that are entirely inaccurate, incomplete, misleading, hallucinatory, or outdated.

3.2 Recreational Use and No Professional Advice: The Services are provided strictly for recreational, entertainment, and informational purposes only. Outputs generated by the Services do not constitute, and shall under no circumstances be construed as, professional, medical, financial, legal, or psychological/mental health counseling advice. The artificial intelligence does not possess human expertise or judgment. The User assumes full, unqualified responsibility for any decisions made or actions taken in reliance upon the outputs generated by the Services.

3.3 Artificial Intelligence Persistent Memory: The Services are explicitly designed to record, retain, and algorithmically analyze conversational facts, user inputs, and historical contexts to create a continuous contextual memory. The User possesses the right to request the deletion or modification of these retained facts as outlined in the corresponding Privacy Policy.

4. Audio Capture, Recording, Transcription, and Dissemination

4.1 Express Consent to Record: The Services provide core functionality allowing the User to interact via voice commands and permit the application to capture, process, transcribe, and record audio data. By enabling the microphone, the User explicitly and irrevocably consents to the continuous collection and algorithmic processing of such acoustic data for the purpose of operating the Services.

4.2 Strict Third-Party Consent Obligations: Jurisdictional laws governing audio recording and wiretapping vary significantly. While Canada operates under a federal one-party consent regime, numerous regions globally mandate strict all-party consent prior to the interception of any acoustic signal. The User represents, warrants, and explicitly guarantees that the User shall obtain express, prior, and legally valid consent from any and all third individuals whose voices, statements, or acoustic data are captured and transmitted to the Services by the User's device hardware. The Company expressly disclaims any and all liability arising from the User's violation of applicable wiretap, eavesdropping, telecommunications, or privacy statutes.

4.3 Audio Sharing and Redistribution: The User may opt to utilize in-app features to share recorded audio or AI-synthesized audio generated within the Services. The User retains sole and absolute liability for the dissemination of such audio content and fully indemnifies the Company against claims of defamation, intellectual property infringement, deepfake regulatory violations, or privacy breaches resulting from the User's sharing activities.

5. Screen Sharing, Visual Processing, and Remote Device Assistance

5.1 Assumption of Extreme Risk: The Services include advanced large action models and real-time screen viewing capabilities designed to visually assist the User in navigating and operating the User's device. By initiating a screen-sharing session, the User grants the Company and its automated artificial intelligence systems continuous, transient access to view and interpret all visual contents displayed on the User's screen.

5.2 Inadvertent Exposure of Highly Sensitive Information: The User explicitly acknowledges that active screen sharing may inadvertently expose highly sensitive, strictly confidential, and legally protected materials, including but not limited to passwords, multi-factor authentication codes, financial data, health records, trade secrets, and private communications. The User agrees to close, obscure, or minimize any applications containing confidential information prior to initiating a screen-sharing session.

5.3 Total Disclaimer of Actionable Harm: The Company does not manually monitor, verify, or authorize the automated actions or recommendations provided by the artificial intelligence during screen assistance. The User retains ultimate, overriding control over the device at all times and assumes all risks associated with executing or allowing any commands suggested by the artificial intelligence. The Company shall not be liable, under any legal theory, for any unauthorized access, data loss, security incidents, unauthorized financial transactions, or system alterations resulting directly or indirectly from the screen assistance functionality.

6. Prohibited Conduct and Content Standards

6.1 Prohibited Conduct: BY USING THE SERVICES, YOU AGREE NOT TO:

• a) use the Services as (or to provide) any investment, legal, medical, or other professional advice, or for any illegal purpose or in violation of any local, state, provincial, national, or international law;
• b) violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
• c) access, search, or otherwise use any portion of the Services through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by the Company;
• d) automatically or programmatically extract any data of the Services, including any generated Output;
• e) represent that Output was human-generated when it was not;
• f) use the Services or any Output to develop or train any AI or machine learning model;
• g) interfere with security-related features of the Services, including by: (i) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Services except to the extent that the activity is expressly permitted by applicable law;
• h) interfere with the operation of the Services or any user's enjoyment of the Services, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Services; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Services;
• i) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission, using the Services in a way that deceives or attempts to deceive any person, or falsifying your age or date of birth;
• j) sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 9) or any right or ability to view, access, or use any Materials; or
• k) attempt to do any of the acts described in this Section 6 or assist or permit any person in engaging in any of the acts described in this Section 6.

6.2 User-Generated Content, Reporting, and Blocking: Because the Services permit Users to share audio content and interact within a community, the Company enforces a zero-tolerance policy for objectionable content or abusive users. In strict compliance with application distributor guidelines (including the Apple App Store Review Guidelines), the Services feature built-in mechanisms allowing Users to flag or report inappropriate content and to block abusive users. The Company reserves the right to review reported content and immediately terminate the accounts of Users who violate these Community Standards, without prior notice.

6.3 Statutory Right to Review: Notwithstanding the foregoing, in strict compliance with Section 14.2 of the British Columbia Business Practices and Consumer Protection Act, nothing in this Agreement prohibits or has the effect of prohibiting a consumer from posting on the internet, or otherwise communicating, a review of the Services or the Company.

7. Subscriptions, In-App Purchases, and Billing

7.1 Freemium Model and App Store Processing: The Services are offered on a "freemium" basis, providing basic features free of charge, alongside premium features available via a paid subscription. All subscriptions and in-app purchases are securely processed by third-party application distributors (e.g., the Apple App Store or Google Play Store). By purchasing a subscription, the User agrees to adhere to the payment terms, conditions, and billing guidelines established by the respective application distributor.

7.2 Subscription Renewal and BPCPA Compliance: Subscriptions may be purchased on a weekly, monthly, yearly, or other periodic basis as offered within the application interface. Unless the User actively cancels the subscription prior to the end of the current billing cycle, the subscription will automatically renew. In strict compliance with the British Columbia Business Practices and Consumer Protection Act (BPCPA): (i) for subscription contracts with a term of less than sixty (60) days (e.g., weekly or monthly subscriptions), the User retains the right to cancel the renewal at any time without charge or penalty; and (ii) for subscription contracts with a term exceeding sixty (60) days (e.g., yearly subscriptions), the Company or the respective application distributor shall provide the User with written notice of the upcoming renewal between thirty (30) and sixty (60) days prior to the renewal date.

7.3 Right to Modify Fees: The Company reserves the absolute right to change, modify, or increase the subscription fees at any time. The Company will provide the User with reasonable advance written notice of any price increases. Such pricing changes will only take effect at the commencement of the subsequent subscription renewal term. Continued use of the premium Services following the effective date of a price increase constitutes the User's binding acceptance of the new fee structure.

7.4 Promotional Offers and Pricing: The Company may, at its sole and absolute discretion, make promotional offers featuring different capabilities, features, or pricing structures to any of its customers. These promotional offers, unless explicitly and directly made to the User, shall not apply to the User's current subscription, future renewals, or these Terms.

7.5 Delinquent Accounts and Right to Terminate: The Company reserves the absolute right to suspend, restrict, or terminate the User's account and access to the Services without prior notice if the User's account becomes delinquent, if subscription fees are not paid in a timely manner, or if the designated payment method is declined or revoked. The Company is not responsible for any loss of data or loss of access to the artificial intelligence memory matrix resulting from a termination due to non-payment or breach of these Terms.

8. App Store and Google Play Specific Terms

If the User downloaded the SuKu application from a third-party application distributor, including the Apple App Store or Google Play Store, the following terms apply:

8.1 Apple App Store Requirements: If the App is downloaded from the Apple App Store, the User acknowledges and agrees that: (i) this Agreement is concluded between the User and the Company only, and not with Apple Inc. ("Apple"); (ii) the Company, not Apple, is solely responsible for the App and the content thereof; (iii) Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App; (iv) in the event of any failure of the App to conform to any applicable warranty, the User may notify Apple, and Apple will refund the purchase price (if any) for the App to the User, and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever; (v) Apple is not responsible for addressing any claims by the User or any third party relating to the App; and (vi) Apple, and Apple's subsidiaries, are third-party beneficiaries of this Agreement, and upon the User's acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against the User as a third-party beneficiary.

8.2 Google Play Requirements: If the App is downloaded from the Google Play Store, the User acknowledges that they must comply with all applicable Google Play Store Terms of Service.

9. Intellectual Property, Licensing, and Feedback

9.1 Limited License: Subject to the User's complete and ongoing compliance with these Terms, the Company grants the User, solely for their personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any mobile or other downloadable application associated with the Services (whether installed by the User or pre-installed on the mobile device by the device manufacturer or a wireless telephone provider) on a mobile device that the User owns or controls; and (b) access and use the Services.

9.2 Ownership and Proprietary Rights: The Services, and all components thereof, are owned and operated by the Company. The visual interfaces, graphics, design, compilation, databases, information, data, computer code (including source code and object code), artificial intelligence models, algorithms, outputs, and all other elements of the Services (the "Materials") are protected by copyright, trademark, trade secret, and other intellectual property laws. All Materials are the property of the Company or its third-party licensors. The User may not reproduce, distribute, modify, create derivative works of, or publicly display the Materials except as expressly authorized by the Company. There are no implied licenses granted in these Terms, and the Company reserves all rights to the Materials not granted expressly.

9.3 User Feedback and Moral Rights Waiver: The Company respects and appreciates the thoughts and comments from our users. If the User chooses to provide input and suggestions regarding existing functionalities, problems with, or proposed modifications or improvements to the Services ("Feedback"), then the User hereby grants the Company an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, worldwide, and royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Services or create new products and services. The Company will have no obligation to provide the User with attribution for any Feedback provided. Furthermore, to the maximum extent permitted by applicable Canadian law, including the Copyright Act of Canada, the User explicitly waives any and all moral rights they may possess in such Feedback.

9.4 Respect of Third-Party Rights: The Company respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Services to do the same. Infringing activity will not be tolerated on or through the Services.

10. Third-Party Services and Software

10.1 Third-Party Services and Linked Websites: The Company may provide tools through the Services that enable the User to export information to third-party services or otherwise interact with the Services using third-party services. By using one of these tools, the User hereby authorizes the Company to transfer that information to the applicable third-party service. Third-party services are not under the Company's control, and, to the fullest extent permitted by law, the Company is not responsible for any third-party service's use of exported information. The Services may also contain links to third-party websites. Linked websites are not under the Company's control, and the Company is not responsible for their content. The User should review the terms of use and privacy policy of any third-party services before sharing information with such third parties.

10.2 Third-Party Software Components: The Services may incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components ("Third-Party Components"). Although the Services are provided subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict the User from obtaining Third-Party Components under the applicable third-party licenses or to limit the User's use of Third-Party Components under those licenses.

11. Limitation of Liability and Disclaimer of Warranties

11.1 Disclaimer of Warranties: THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

11.2 General Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PERFY GROUP LTD., ITS DIRECTORS, EMPLOYEES, VENDORS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THE USER'S ACCESS TO, OR INABILITY TO ACCESS, THE SERVICES, REGARDLESS OF THE LEGAL THEORY ASSERTED.

11.3 Cap on Monetary Liability: The total, aggregate liability of the Company regarding any and all claims arising under or related to this Agreement shall be strictly limited to the greater of the total amount paid by the User to the Company for the Services in the twelve (12) months immediately preceding the claim, or one hundred Canadian Dollars ($100 CAD).

11.4 Statutory Consumer Rights Exceptions: Certain jurisdictions (including the Province of British Columbia under the Business Practices and Consumer Protection Act) do not allow the total exclusion of implied warranties or absolute limitations of liability for certain damages in consumer contracts. If the User legally resides in such a jurisdiction, the aforementioned limitations shall apply only to the maximum extent permitted by the applicable local consumer protection legislation.

12. Electronic Communications and CASL Compliance

12.1 Operational Communications: By creating an account and utilizing the Services, the User acknowledges that the Company will send essential operational and transactional messages, including but not limited to, subscription renewal notices, security alerts, and account recovery emails. These messages are necessary for the core performance of this Agreement.

12.2 Commercial Electronic Messages (Marketing): The Company strictly complies with Canada's Anti-Spam Legislation (CASL). The Company will not send the User any marketing, promotional, or commercial electronic messages (CEMs) via email or SMS text message without the User's prior, express, and unbundled consent. Consent to receive marketing communications is not a condition of utilizing the Services or agreeing to this Agreement.

12.3 Right to Unsubscribe: If the User provides express consent to receive CEMs, the User retains the absolute right to withdraw that consent at any time. Every commercial message sent by the Company will include a clear, conspicuously published, and readily available unsubscribe mechanism.

13. Comprehensive Indemnification

The User agrees to definitively defend, indemnify, and hold harmless the Company, its respective officers, directors, employees, and licensors from and against any claims, damages, obligations, losses, liabilities, costs, or debts (including reasonable and actual attorneys' fees) arising directly or indirectly from: (i) the User's use of and access to the Services; (ii) the User's violation of any term, representation, or warranty contained within this Agreement; (iii) the User's violation of any third-party right, including without limitation any privacy, publicity, or intellectual property right; or (iv) the unauthorized capture, interpretation, or distribution of third-party audio or highly sensitive screen data. The Company reserves the right to assume the exclusive defense and control of any matter subject to indemnification by the User, and the User agrees to cooperate fully with the Company's defense.

14. Termination and Modification of the Service

14.1 Termination: If the User violates any provision of these Terms, the User's authorization to access the Services and these Terms will automatically terminate. In addition, the Company may, at its sole discretion, terminate these Terms or the User's account on the Services, or suspend or terminate access to the Services, at any time for any reason or no reason, with or without notice, and without any liability to the User arising from such termination (subject to applicable consumer protection laws regarding refunds for prepaid subscriptions). The User may terminate their account and these Terms at any time through their account settings or by contacting customer service at info@getsuku.com.

14.2 Effect of Termination: Upon termination of these Terms: (a) the User's license rights will terminate and the User must immediately cease all use of the Services; (b) the User will no longer be authorized to access their account or the Services; (c) the User must pay the Company any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 9.3 (User Feedback), 9 (Intellectual Property), 11 (Limitation of Liability), 13 (Comprehensive Indemnification), 14.2 (Effect of Termination), 15 (Dispute Resolution), and 16 (Governing Law) will survive. The User is solely responsible for retaining copies of any User Content submitted to the Services, since upon termination of the account, the User may lose access rights to any retained facts or Content. If the User's account has been terminated for a breach of these Terms, the User is prohibited from creating a new account on the Services using a different name, email address, or other forms of account verification.

14.3 Modification of the Service: The Company reserves the right to modify or discontinue all or any portion of the Services at any time (including by limiting or discontinuing certain features of the Services), temporarily or permanently, without notice to the User. The Company will have no liability for any change to the Services, including any paid-for functionalities of the Services, or any suspension or termination of access to or use of the Services. The User should retain copies of any Content submitted to the Services to have permanent copies in the event the Services are modified in such a way that the User loses access.

15. Dispute Resolution and Mandatory Binding Arbitration

15.1 Mandatory Arbitration: Except where prohibited by applicable consumer protection legislation, any dispute, controversy, or claim arising out of or relating to this Agreement, including the formation, interpretation, applicability, breach, or termination thereof, shall be finally and exclusively resolved by mandatory, binding arbitration.

15.2 Arbitral Rules and Jurisdiction: Where applicable, the arbitration shall be formally administered by the ADR Institute of Canada (ADRIC) in accordance with its current, updated Arbitration Rules. The legal seat of the arbitration shall be Kelowna, British Columbia, Canada. The language of the arbitral proceedings shall be English.

15.3 Class Action Waiver and Consumer Exceptions: The User explicitly agrees that any claims shall be brought solely in the User's individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. Statutory Exception for British Columbia Consumers: In strict accordance with the British Columbia Business Practices and Consumer Protection Act (BPCPA), the mandatory arbitration requirements and class action waivers contained within Sections 15.1 and 15.3 are deemed void and inoperative for individuals acting as consumers within British Columbia. Such consumers retain the statutory right to pursue claims through the courts of British Columbia or the BC Civil Resolution Tribunal.

16. Governing Law and Venue

This Agreement and any dispute arising out of or in connection with it shall be governed by and construed strictly in accordance with the laws of the Province of British Columbia, Canada, without giving effect to any conflict of law principles. Subject to the consumer protection exceptions detailed in Section 15, the parties irrevocably consent to the exclusive jurisdiction and venue of the courts located in Kelowna, British Columbia for all disputes not subject to arbitration. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly and entirely excluded.

17. Miscellaneous Boilerplate Provisions

17.1 Entire Agreement: This Agreement, along with the Privacy Policy and any other policies expressly incorporated by reference, constitutes the entire and exclusive understanding and agreement between the User and the Company regarding the User's access to and use of the Services.

17.2 Assignment: The User may not assign or transfer these Terms or the User's rights under these Terms, in whole or in part, by operation of law or otherwise, without the Company's prior written consent. The Company may assign these Terms and all rights granted under these Terms, including with respect to the User's personal information, at any time without notice or consent.

17.3 Severability and Waiver: If any provision of this Agreement is found to be unenforceable or invalid by a court or arbitrator of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. The failure of the Company to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

17.4 Force Majeure: The Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials, or large-scale telecommunication or cloud infrastructure outages.

17.5 Modification of Terms: The Company reserves the absolute right, at its sole discretion, to modify, update, or replace these Terms at any time to reflect changing regulatory requirements or technological advancements. The Company shall provide notice of material changes via the application interface or by email. Continued use of the Services following the posting of any changes to this Agreement constitutes binding acceptance of those changes.

18. Contact Information

If you have any questions, comments, or concerns regarding these Terms of Service, or if you need to contact customer support regarding your account, please reach out to us at:

Email: info@getsuku.com