Terms of Service

1. Agreement to Terms

By accessing or using the Calla Agency Management System ("Service," "Platform," or "Calla"), operated by Calla Technologies Inc. ("Company," "we," "us," or "our"), you ("User," "Customer," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you disagree with any part of these Terms, you may not access the Service.

These Terms constitute a legally binding agreement between you and Calla Technologies Inc. Your continued use of the Service constitutes acceptance of these Terms and any modifications thereto.

2. Service Description

Calla is a multi-tenant Software-as-a-Service (SaaS) platform designed for surety bond agencies, carriers, and principals to manage bond lifecycles, underwriting workflows, financial accounting, and related business operations. The Service includes but is not limited to:

• Bond application and issuance management
• Principal and obligee database management
• Financial ledger and commission tracking
• Document management and storage
• API access and integrations
• Reporting and analytics tools
• Payment processing services

3. Account Registration and Security

3.1 Account Creation

You must register for an account to use the Service. You agree to: (a) provide accurate, current, and complete information; (b) maintain and promptly update account information; (c) maintain the security of your password and accept all risks of unauthorized access; (d) immediately notify us of any unauthorized use or security breach.

3.2 Account Responsibility

You are responsible for all activities that occur under your account. We reserve the right to suspend or terminate accounts that violate these Terms or are inactive for extended periods.

3.3 Multi-Factor Authentication

We may require multi-factor authentication (MFA) for account access. Failure to comply with security requirements may result in account suspension.

4. Subscription and Fees

4.1 Subscription Plans

The Service is offered under various subscription tiers with different features, usage limits, and pricing. Pricing is subject to change with 30 days' written notice to active subscribers.

4.2 Payment Terms

Subscription fees are billed in advance on a monthly or annual basis. Payment is due upon receipt of invoice. Late payments may incur interest at 1.5% per month or the maximum rate permitted by law. Non-payment may result in service suspension or termination.

4.3 Transaction Fees

Certain features may incur additional transaction fees, including but not limited to: payment processing fees, credit report pulls, document processing, and API usage beyond allocated limits. All fees are non-refundable except as required by law.

4.4 Refund Policy

Subscription fees are generally non-refundable. We may, at our sole discretion, offer prorated refunds for annual subscriptions canceled within 30 days of initial purchase. Transaction fees, setup fees, and usage-based charges are non-refundable under all circumstances.

5. Acceptable Use Policy

You agree NOT to use the Service to:

• Violate any applicable laws, regulations, or third-party rights
• Transmit malicious code, viruses, or harmful software
• Attempt unauthorized access to systems or other users' data
• Interfere with or disrupt the Service or servers
• Engage in fraudulent, deceptive, or misleading practices
• Scrape, harvest, or collect user data without authorization
• Reverse engineer, decompile, or disassemble any part of the Service
• Use the Service to compete with or create a competing product
• Sublicense, resell, or transfer access to the Service without written consent

Violation of this Acceptable Use Policy may result in immediate account termination without refund.

6. Data Ownership and License

6.1 Customer Data

You retain all rights, title, and interest in your data ("Customer Data") submitted to the Service. You grant us a worldwide, royalty-free license to use, process, store, and transmit Customer Data solely to provide and improve the Service.

6.2 Calla Intellectual Property

The Service, including all software, algorithms, designs, trademarks, and content, is owned by Calla Technologies Inc. and protected by United States and international copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, or create derivative works without written permission.

6.3 Aggregated Data

We may collect and analyze aggregated, anonymized data derived from use of the Service for business intelligence, product improvement, and marketing purposes. This data will not identify you or your customers.

7. Data Security and Compliance

7.1 Security Measures

We implement industry-standard security measures including encryption, access controls, and regular security audits. However, no system is 100% secure. You acknowledge that you use the Service at your own risk.

7.2 Compliance

We maintain compliance with SOC 2 Type II, GDPR, CCPA, and applicable data protection regulations. You agree to comply with all applicable laws when using the Service, including but not limited to the Fair Credit Reporting Act (FCRA), Gramm-Leach-Bliley Act (GLBA), and state insurance regulations.

7.3 Data Breach Notification

In the event of a data breach affecting your data, we will notify you within 72 hours of discovery and provide reasonable assistance in assessing the impact.

8. Service Level Agreement (SLA)

8.1 Uptime Commitment

We target 99.9% uptime for paid subscriptions, calculated monthly excluding scheduled maintenance. Downtime credits may be available for extended outages as specified in your service agreement.

8.2 Maintenance

We reserve the right to perform scheduled maintenance with 24 hours' notice. Emergency maintenance may be performed without notice.

8.3 Support

Support availability and response times vary by subscription tier. Enterprise customers receive priority support with dedicated account management.

9. Termination

9.1 Termination by Customer

You may terminate your subscription at any time by providing written notice. Termination is effective at the end of the current billing period. No refunds will be provided for partial periods.

9.2 Termination by Calla

We may suspend or terminate your account immediately for: (a) violation of these Terms; (b) non-payment; (c) fraudulent activity; (d) legal requirement; or (e) extended inactivity.

9.3 Data Retention Post-Termination

Upon termination, you have 30 days to export your data. After 30 days, we may delete Customer Data unless retention is required by law. We may retain anonymized or aggregated data indefinitely.

10. Limitation of Liability

IMPORTANT: PLEASE READ THIS SECTION CAREFULLY AS IT LIMITS OUR LIABILITY TO YOU.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CALLA TECHNOLOGIES INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your access to or use of or inability to access or use the Service
• Any conduct or content of any third party on the Service
• Any content obtained from the Service
• Unauthorized access, use, or alteration of your transmissions or content

IN NO EVENT SHALL OUR AGGREGATE LIABILITY EXCEED THE AMOUNT YOU PAID TO US IN THE 12 MONTHS PRECEDING THE CLAIM, OR $1,000, WHICHEVER IS GREATER.

11. Indemnification

You agree to indemnify, defend, and hold harmless Calla Technologies Inc., its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses, including reasonable attorney's fees, arising out of or in any way connected with: (a) your access to or use of the Service; (b) your violation of these Terms; (c) your violation of any third-party right, including intellectual property, privacy, or other proprietary rights; or (d) any claim that your use of the Service caused damage to a third party.

12. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

13. Dispute Resolution

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

13.2 Arbitration Agreement

Any dispute arising from these Terms or your use of the Service shall be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Arbitration shall take place in Wilmington, Delaware. You waive any right to a jury trial or to participate in a class action.

13.3 Exceptions to Arbitration

Either party may seek injunctive relief in court for intellectual property infringement or unauthorized access to systems.

14. Third-Party Services

The Service integrates with third-party services including payment processors (Stripe, Authorize.net), credit bureaus (Experian), carriers, and other vendors. Your use of these services is subject to their respective terms and privacy policies. We are not responsible for third-party services' performance, availability, or data practices.

15. Export Control

The Service may be subject to U.S. export control laws. You agree not to export, re-export, or transfer the Service or any technical data derived therefrom to any prohibited country, person, or entity without required government authorization.

16. Modifications to Terms

We reserve the right to modify these Terms at any time. Material changes will be communicated via email and/or prominent notice on the Service 30 days before the effective date. Your continued use after changes constitutes acceptance. If you disagree with modifications, you must terminate your account.

17. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

18. Entire Agreement

These Terms, together with our Privacy Policy and any supplemental agreements, constitute the entire agreement between you and Calla Technologies Inc. regarding the Service and supersede all prior agreements.

19. Contact Information

For questions about these Terms, please contact us at: