Terms of Service

1. Eligibility

You must be at least eighteen years old and legally able to enter into contracts to use the Service. By using the Service, you represent and warrant that you meet these requirements.

2. Your Account

2.1 Registration. You must provide accurate, complete information when creating an account and keep it up to date.

2.2 Security. You are responsible for maintaining the security of your account credentials. Do not share your login credentials with anyone. Each account is for a single user.

2.3 Responsibility. You are responsible for all activity that occurs under your account, whether or not you authorized it. Notify us immediately at support@souped.app if you believe your account has been compromised.

2.4 Credential Sharing. Sharing account credentials violates these Terms and may result in suspension or termination of your account.

3. The Service

3.1 Description. Souped is an AI-powered product development platform. It provides decision frameworks, planning tools, and project orchestration. Souped enhances and routes your requests to your chosen AI provider (such as Anthropic’s Claude, OpenAI’s Codex, or others) and returns the response. The AI provider generates the output; Souped provides the context, frameworks, and intelligence that shape the request.

3.2 Educational Content. Souped includes educational content inspired by published business frameworks and methodologies. Source attributions are provided for transparency and to encourage deeper learning. Souped’s application of these frameworks constitutes original work and does not imply endorsement by the original authors unless explicitly stated. We encourage users to read the source materials for fuller understanding.

3.3 Not Professional Advice. The Service does not constitute legal, financial, medical, or other professional advice. Souped provides tools and frameworks to support your decision-making. You are solely responsible for the decisions you make using the Service.

3.4 AI Provider Relationship. You choose which AI provider to use through Souped. Souped enhances your requests with contextual frameworks and intelligence before routing them to your selected provider. Each AI provider’s terms of service and privacy policy govern their processing of your requests. Souped is not responsible for the output, accuracy, availability, or behavior of third-party AI providers.

3.5 Infrastructure, Not an Asset Library. Souped is development infrastructure. It is not a curated library of licensed assets. Souped does not provide, distribute, or sublicense third-party fonts, images, icons, code libraries, or other intellectual property. When you use third-party assets in projects built with Souped, you are responsible for ensuring you have the appropriate rights and licenses.

4. Your Content & Intellectual Property

4.1 You Own Your Content. You retain all rights, title, and interest in and to content you create, upload, or submit through the Service (“Your Content”). Souped does not claim ownership of Your Content.

4.2 Limited License to Souped. You grant Souped a limited, non-exclusive, non-transferable, revocable license to host, display, process, and transmit Your Content solely as necessary to provide the Service to you. This license terminates when you delete Your Content or close your account.

4.3 No Perpetual License. We do not grant ourselves irrevocable, perpetual, or sub-licensable rights to Your Content. When you delete your content or close your account, our license to Your Content ends, subject only to the backup deletion timeline described in our Privacy Policy (up to ninety days for backup copies).

4.4 AI-Generated Output. You own code, text, and other content generated by AI providers through the Service (“Output”), subject to the terms of your chosen AI provider. To the extent Souped holds any rights in such Output, we hereby assign those rights to you. You acknowledge that:

• Output may not be unique — other users may receive similar or identical output from the same AI provider.
• Souped does not warrant that Output is accurate, complete, original, or free from third-party intellectual property claims.
• You are responsible for reviewing, testing, and validating all Output before use.

4.5 Your Representation on Third-Party Assets. You represent and warrant that you own or have obtained all necessary rights, licenses, and permissions for any third-party content you upload, use, or deploy through the Service, including but not limited to fonts, images, icons, code libraries, trademarks, and other intellectual property. Souped makes no representation that any third-party content you bring to the platform is properly licensed, and assumes no liability for your use of unlicensed assets.

4.6 Souped’s Intellectual Property. Souped and its licensors own all rights in the Service itself, including its software, design, branding, frameworks, documentation, and all improvements and modifications. Nothing in these Terms transfers ownership of the Service or its components to you.

5. Behavioral Data License

5.1 The License. You grant Capicua Group Inc. a perpetual, worldwide, royalty-free, non-exclusive license to use, process, aggregate, anonymize, analyze, and create derivative works from behavioral and decision-making data generated through your use of the Service (“Behavioral Data”). Behavioral Data includes how you interact with Souped’s decision and planning tools, outcomes you record, and usage patterns.

5.2 Anonymization Requirement. Before Behavioral Data is used for any purpose beyond providing the Service to you directly, it is anonymized and aggregated. No individual user is identifiable in derivative works created from Behavioral Data.

5.3 What This License Covers. This license allows us to use anonymized Behavioral Data to improve the accuracy and effectiveness of Souped’s recommendations for all users.

5.4 What This License Does Not Cover. This license does not extend to Your Content (as defined in Section 4). Your code, project files, proprietary documents, and other content you create or upload are governed exclusively by Section 4.

5.5 Opt-Out. You may opt out of Behavioral Data collection for AI improvement at any time in your account settings. Opting out does not affect your access to any features.

5.6 Survival. This license survives termination of your account. Anonymized, aggregated Behavioral Data that has been incorporated into derivative works is no longer personal data and is retained indefinitely.

6. Feedback

If you provide us with suggestions, ideas, enhancement requests, or other feedback about the Service (“Feedback”), you grant Souped a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, reproduce, modify, create derivative works from, distribute, and display the Feedback for any purpose without restriction or compensation. Feedback is distinct from Your Content — this license applies only to suggestions and ideas about the Service itself.

7. Prohibited Uses, Restricted Content & Brand Matters

7.1 Prohibited Conduct

You agree not to:

• (a) Violate any applicable law or regulation
• (b) Infringe any third-party intellectual property, privacy, publicity, or other rights
• (c) Upload or transmit malicious code, viruses, or harmful content
• (d) Attempt to gain unauthorized access to other users’ accounts or data, or to Souped’s systems or infrastructure
• (e) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service
• (f) Scrape, crawl, or use automated means to extract data from the Service
• (g) Use the Service to build, train, or improve a product or service that competes with Souped
• (h) Circumvent any usage limits, rate limiting, or access controls
• (i) Share account credentials or allow multiple people to use a single account
• (j) Use the Service to generate spam, phishing, or other unsolicited communications
• (k) Misrepresent your identity or affiliation
• (l) Use AI features to generate content and represent it as human-created without disclosure
• (m) Use the Service to generate contracts, legally binding documents, or professional advice (legal, medical, financial) without appropriate professional licenses

7.2 Prohibited Content Categories

You may not use the Service to develop, build, or operate products or services in the following categories:

• (a) Sexually explicit or adult content — pornography, escort services, or sexually explicit material
• (b) Child exploitation — any content that exploits, endangers, or sexualizes minors. Any such content will be reported to law enforcement.
• (c) Weapons and ammunition — products primarily intended to be used as weapons, including firearms, explosives, or restricted devices
• (d) Controlled substances — illegal drugs or products facilitating illegal drug use
• (e) Violence and hate — content that promotes violence, terrorism, racial hatred, or discrimination against protected groups
• (f) Harassment and abuse — products designed to harass, bully, stalk, threaten, or intimidate individuals
• (g) Fraud and deception — phishing schemes, counterfeit goods, pyramid schemes, or products designed to deceive consumers
• (h) Surveillance — products designed for unauthorized monitoring, tracking, or surveillance of individuals without their consent
• (i) Misinformation — products designed to generate or distribute deliberately false information about public health, elections, or crisis events
• (j) High-risk activities — medical diagnosis or treatment, autonomous vehicle control, critical infrastructure operation, nuclear facility management, or weapons systems

7.3 Regulated Industries

The following industries are not prohibited but require that you maintain full compliance with all applicable laws, licenses, and regulatory requirements in every jurisdiction where you operate:

• (a) Gambling and betting — requires valid gaming licenses and regulatory compliance
• (b) Tobacco, nicotine, and vaping — requires compliance with advertising restrictions, age verification, and jurisdiction-specific sales laws
• (c) Alcohol — requires compliance with advertising restrictions, age verification, and jurisdiction-specific distribution laws
• (d) Cannabis and CBD — requires compliance with all applicable federal, state, and local laws (note: federally controlled substances in the United States remain prohibited under Section 7.2(d))
• (e) Financial services — requires appropriate licenses and regulatory compliance (securities, lending, money transmission, etc.)
• (f) Healthcare — requires compliance with HIPAA, applicable health privacy regulations, and professional licensing requirements
• (g) Pharmaceuticals — requires appropriate licensing and regulatory compliance

If you operate in a regulated industry, you are solely responsible for ensuring your use of the Service and any products you build comply with all applicable regulations. Souped does not verify, endorse, or guarantee regulatory compliance of any product built using the Service.

7.4 Brand Matters

A “Brand Matter” is any event involving you or your use of the Service that, in Souped’s reasonable judgment, causes significant concern for the reputation of the Souped brand, trademarks, or platform integrity. This includes, but is not limited to, alleged violations of this Section 7, public association of Souped with harmful or controversial content, or media coverage that materially damages Souped’s reputation.

In the event of a Brand Matter, Souped may suspend or terminate your account and access to the Service on written notice. Our determination of whether a Brand Matter has occurred is final and binding.

7.5 Enforcement

Souped reserves the right to review, remove, suspend, or terminate any account or content that violates this Section 7, at any time, in our sole discretion, with or without prior notice. For violations that pose an immediate risk to safety, legal compliance, or brand integrity, we may act without prior notice. For other violations, we will make reasonable efforts to provide notice and an opportunity to address the issue before termination.

8. Subscription, Payment & Pricing

8.1 Tiers. Souped is available in the following tiers: Free (limited access, subject to all Terms), Pro (as described on the pricing page at souped.app/pricing), and Enterprise (custom pricing and terms under a separate agreement).

8.2 Billing. All fees are stated in United States dollars (USD). Subscriptions are billed monthly or annually through Stripe. You authorize us to charge your payment method on file for all applicable fees.

8.3 Price Changes. We may change our prices with at least thirty days’ advance notice via email. Price changes take effect at the start of your next billing period after the notice period.

8.4 Failed Payments. If your payment method fails, we will attempt to charge it again and notify you. If payment is not received within seven days, your account will be downgraded to the Free tier.

8.5 Refunds. Monthly subscriptions are non-refundable. Annual subscriptions: if you cancel, you will receive a pro-rated refund for remaining full months. No refunds are issued for partial months.

8.6 Enterprise Pricing Confidentiality. The pricing, discounts, and commercial terms of Enterprise agreements are Confidential Information of Capicua Group Inc. and may not be disclosed without our prior written consent.

9. Termination

By You

9.1 You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of your current billing period.

9.2 You may delete your account at any time through your account settings or by emailing support@souped.app.

By Souped

9.3 We may suspend or terminate your account if: (a) you violate these Terms, (b) payment is not received within seven days after failed payment notification, (c) we reasonably determine your use poses a security risk, (d) required by law or legal process, or (e) your Free-tier account has been inactive for twelve or more consecutive months (with thirty days’ advance notice).

9.4 Cure Period. For violations other than security threats, we will provide fourteen days’ written notice and an opportunity to cure the violation before termination. Security threats may result in immediate suspension.

9.5 Termination Without Cause. If we terminate your account without cause, you will receive a pro-rated refund of any prepaid fees for the remaining subscription period.

Effect of Termination

9.6 Data Export. You have thirty days after account termination to export your data through your account settings or by requesting an export from support@souped.app.

9.7 Data Deletion. After the thirty-day export window, Your Content will be deleted from our primary systems. Backup copies will be deleted within ninety days.

9.8 Behavioral Data. Anonymized, aggregated Behavioral Data that has been incorporated into derivative works is retained in accordance with Section 5.6. This data is no longer personal data and is not subject to deletion requests.

9.9 Fee Acceleration (Enterprise Only). If an Enterprise customer’s account is terminated for material breach, all remaining fees for the current term become immediately due and payable.

10. Disclaimers

11. Limitation of Liability

11.4 Carve-Outs. The limitations in Sections 11.1–11.3 do not apply to: (a) fraud or intentional misconduct, (b) breach of confidentiality obligations, (c) indemnification obligations, (d) your payment obligations, or (e) your infringement of Souped’s intellectual property.

11.5 Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, the limitations above apply to the maximum extent permitted by law.

12. Indemnification

Free & Pro Tiers

12.1 You Indemnify Souped. You agree to defend, indemnify, and hold harmless Capicua Group Inc. and its officers, directors, employees, agents, and affiliates (“Souped Parties”) from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• (a) Your violation of these Terms
• (b) Your Content infringing or violating any third-party rights
• (c) Your violation of any applicable law or regulation
• (d) Claims arising from applications, products, or services you build using the Service or AI-generated Output
• (e) Unauthorized use of your account

12.2 No Indemnification from Souped (Free/Pro). Souped does not provide indemnification to Free or Pro tier users for claims arising from AI-generated Output, third-party intellectual property claims, or any other matter.

Enterprise Tier

12.3 Mutual Indemnification. Enterprise agreements include mutual indemnification terms. Souped indemnifies Enterprise customers against third-party claims that the Service itself (excluding AI-generated Output, Your Content, and third-party AI provider services) infringes a third party’s intellectual property rights, subject to standard carve-outs. Enterprise indemnification terms are governed by the applicable Enterprise agreement.

Indemnification Procedure

12.4 The indemnified party must: (a) promptly notify the indemnifying party in writing, (b) grant the indemnifying party sole control of the defense and settlement, and (c) provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle any claim that imposes obligations on the indemnified party without prior written consent.

13. Dispute Resolution

Informal Resolution First

13.1 Before initiating formal dispute resolution, you and Souped agree to attempt to resolve any dispute informally. Contact legal@souped.app with a description of the dispute. We will attempt to resolve it within sixty days.

Mandatory Binding Arbitration

13.2 If informal resolution fails, any dispute shall be resolved exclusively through final and binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures.

13.3 Arbitration will be conducted by a single arbitrator, in English, at a location determined by the arbitrator (or remotely, at either party’s request). The arbitrator’s decision will be final and binding.

13.4 The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.

Class Action Waiver

13.6 If a court or arbitrator determines that the class action waiver is unenforceable as to a particular claim, then the arbitration agreement shall be deemed void solely as to that claim, and it shall proceed in court.

Opt-Out Right

13.7 You may opt out of arbitration and the class action waiver within thirty days of first creating your account by emailing legal@souped.app with the subject line “ARBITRATION OPT-OUT” including your name and account email.

Exceptions

13.8 The following are not subject to mandatory arbitration: (a) claims qualifying for small claims court, (b) actions seeking injunctive relief to protect intellectual property, and (c) emergency equitable relief pending arbitration.

Governing Law & Jurisdiction

13.9 These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of laws principles.

13.10 For matters not subject to arbitration, the exclusive jurisdiction and venue shall be the federal or state courts located in the State of Delaware.

13.11 EEA/UK Users. If you are located in the European Economic Area or United Kingdom, nothing in this Section limits your rights under the GDPR, UK GDPR, or applicable local consumer protection laws. Where mandatory local law provides you with rights that cannot be waived by contract, those rights prevail.

14. Marketing Rights

14.1 By using the Service, you grant Souped the right to identify your company name and logo as a Souped customer in marketing materials, website, and presentations.

14.2 Case studies, testimonials, and detailed customer stories require your prior written approval.

14.3 You may revoke the general marketing right at any time by emailing marketing@souped.app. Souped is not required to recall materials already distributed before revocation.

15. Intellectual Property Claims & Takedowns

15.1 Reporting IP Infringement. If you believe that content hosted on or created through the Service infringes your intellectual property rights, you may submit a claim to our designated agent at ip@souped.app. Your notice should include: (a) identification of the copyrighted work or other IP right claimed to be infringed, (b) identification of the allegedly infringing material and its location on the Service, (c) your contact information, (d) a statement that you have a good-faith belief that the use is not authorized, and (e) a statement under penalty of perjury that the information in your notice is accurate and that you are the rights holder or authorized to act on their behalf.

15.2 DMCA Designated Agent. In accordance with the Digital Millennium Copyright Act (17 U.S.C. § 512), our designated agent for receiving notifications of claimed infringement is:

15.3 Takedown Process. Upon receiving a valid claim, Souped will investigate and, if appropriate, remove or disable access to the allegedly infringing material. We will make reasonable efforts to notify the affected user, who may submit a counter-notification if they believe the removal was made in error.

15.4 Repeat Infringers. Souped will terminate the accounts of users who are determined to be repeat infringers of third-party intellectual property rights. We reserve the right to terminate any account after a single instance of willful or egregious infringement.

15.5 No Obligation to Monitor. Souped does not proactively monitor user content for potential intellectual property infringement. We rely on rights holders to notify us of claimed infringement through the process described above.

16. Changes to These Terms

16.1 We may update these Terms from time to time. When we make material changes, we will send you an email notification at least thirty days before the changes take effect.

16.2 The notification will describe the nature of the changes. We will update the “Last Updated” date at the top of this page.

16.3 Your continued use of the Service after the thirty-day notice period constitutes acceptance of the updated Terms. If you disagree with the changes, you may terminate your account before the changes take effect.

17. Assignment

17.1 Souped may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets, with notice to you.

17.2 You may not assign or transfer these Terms or any rights hereunder without Souped’s prior written consent.

17.3 Any attempted assignment in violation of this section is void.

18. Survival

The following sections survive termination or expiration of these Terms: Section 4 (Your Content & Intellectual Property), Section 5 (Behavioral Data License), Section 6 (Feedback), Section 8.6 (Enterprise Pricing Confidentiality), Section 10 (Disclaimers), Section 11 (Limitation of Liability), Section 12 (Indemnification), Section 13 (Dispute Resolution), Section 15 (IP Claims & Takedowns), Section 18 (Survival), and Section 19 (General Provisions), as well as any other obligations that by their nature extend beyond termination.

19. General Provisions

19.1 Entire Agreement. These Terms, together with the Privacy Policy and any applicable Enterprise agreement, constitute the entire agreement between you and Souped regarding the Service.

19.2 Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

19.3 No Waiver. Souped’s failure to enforce any right or provision shall not constitute a waiver of that right or provision.

19.4 Notices. Notices to Souped must be sent to legal@souped.app. Notices to you will be sent to the email address associated with your account.

19.5 Force Majeure. Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including natural disasters, acts of government, pandemic, war, terrorism, or third-party infrastructure failures.

19.6 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

19.7 Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights.

20. Contact