Cloud Service Agreement

Version 1.0 · Effective: October 3, 2026 · Last updated: October 3, 2026

In plain English · not part of the Agreement

You own what you put in DataPalace. We use it only to run the service for you.
We never train AI models on your content.
When you connect an AI tool such as ChatGPT or Claude, the content you let it reach leaves DataPalace and is handled under your agreement with that AI vendor. Choose your connections deliberately.
Paid plans are billed monthly or yearly in U.S. dollars, plus tax, and renew automatically. Cancel anytime; it takes effect at the end of the period. No refunds except as the Agreement provides.
The Free plan costs nothing, has limits (such as 100 articles per palace), and either of us can end it. Your personal palace is never billed: it gets Pro features while you’re a member of a company palace on Pro.
Company palaces are for business use; your personal palace is for your own personal use. British Columbia law applies. We don’t offer DataPalace in Québec yet.
We give you 30 days’ notice before a material change to this Agreement.

About this Agreement

This Cloud Service Agreement (the “Agreement”) is between FNL Agency Inc. (doing business as Funnel+Ladder), which operates DataPalace (“Provider”), and the Customer identified in the Key Terms below. It governs Customer’s access to and use of the DataPalace app. If Customer has a separately signed agreement with Provider that covers the Product, that agreement applies instead of this one.

This page is the Cover Page. It is both the Order Form and the Key Terms, and it incorporates by reference, and is governed by, the Common Paper Cloud Service Agreement Standard Terms Version 2.1 (the “Standard Terms”) and the Common Paper AI Addendum Standard Terms Version 1.0 (the “AI Addendum”). Capitalized terms not defined on this page have the meanings given in the Standard Terms or the AI Addendum. Section references (“§”) are to the Standard Terms unless they say otherwise.

By creating an account, creating a palace, or otherwise accessing or using the Product, Customer accepts this Agreement. An individual who accepts on behalf of an organization represents that they have authority to bind it, and “Customer” then means that organization.

Order of precedence. If there is a conflict, this Cover Page controls over the AI Addendum, and the AI Addendum controls over the Standard Terms. Our Website Terms of Use govern the public website only and do not apply to the Product. Our Privacy Policy describes how Provider handles personal information; for Customer Content, and Personal Data in it, this Agreement controls.

Accounts created before this Agreement. For an account created before the date Version 1.0 took effect, shown above, this Agreement applies from 30 days after Provider notifies Customer of it, and continuing to use the Product after that date is acceptance of it.

Key Terms

Provider	FNL Agency Inc. (doing business as Funnel+Ladder), the operator of DataPalace, of Victoria, British Columbia, Canada.
Customer	Set palace by palace. For a company (standard) palace: the organization, or sole proprietor, named in the palace’s billing details; if none is named there, the organization the palace was created for; and if no organization is identified, the palace’s current owner, acting in a business or professional capacity. For a personal palace: the individual who owns it, using it for personal purposes (see change 17). Each palace is a separate Order Form with its own Customer, and one organization can have several palaces. Change 16 below sets out how account holders and palace members are bound.
Order Date and Effective Date	The date Customer first accepts this Agreement: by creating an account, by creating a company palace, or by otherwise using the Product. For a paid plan, the Order Date of that palace’s Order Form is the date the palace is upgraded.
Cloud Service	DataPalace, the hosted AI knowledge base at datapalace.ai: the web app and palace browser, the DataPalace MCP server that connects Customer’s AI tools, and the AI Caretakers (Rose, Libby and Morpheus). Each palace, on the plan it is on, is a separate Order Form.
Subscription Period	One month or one year, as selected at checkout for a paid plan. The Free plan runs month to month. Each Subscription Period renews automatically (§5.1).
Non-Renewal Notice Date	Customer: any time before the end of the current Subscription Period, by cancelling or downgrading in the palace’s Billing settings or by emailing help@datapalace.ai. Cancellation takes effect at the end of the current Subscription Period. Provider: at least 30 days before the end of the current Subscription Period.
Fees	The per-member-seat price of Customer’s plan, as shown at checkout and on our pricing page, in U.S. dollars and excluding taxes. The Free plan has no Fees. Provider may change Fees only as described in change 10 below: with at least 30 days’ notice, taking effect at the start of Customer’s first Subscription Period that begins after the notice period ends.
Payment Process	Automatic payment (§4.3) through our payment processor, Stripe, charged to the payment method on file at the start of each Subscription Period. Seats added during a Subscription Period are prorated and added to the next invoice; reassigning a seat Customer has already paid for costs nothing. Removing seats reduces Fees from the next Subscription Period. Switching between monthly and annual billing takes effect at renewal. Applicable taxes, such as GST/HST and, where Provider is registered, PST, are added (§4.4).
Use Limitations	The limits of Customer’s plan as shown on the pricing page or in the app (for example, the Free plan’s limit of 100 articles per palace). Provider will reduce the limits of a paid plan only as described in change 10 below.
Technical Support	Email support at help@datapalace.ai. Provider will use commercially reasonable efforts to respond, but does not guarantee response or resolution times.
DPA	None. Change 5 below sets out how Provider handles Personal Data (§3.1).
Additional Warranties	None.
General Cap Amount	The greater of (a) the Fees paid or payable by Customer under this Agreement in the 12 months immediately before the event giving rise to the claim, and (b) US$100.
Increased Claims	Claims for breach of Section 3 (Privacy & Security) or Section 10 (Confidentiality).
Increased Cap Amount	Two times the General Cap Amount.
Unlimited Claims	None.
Provider Covered Claims	Any action, proceeding, or claim that the Cloud Service, when used by Customer according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights.
Customer Covered Claims	Any action, proceeding, or claim that (a) the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights; or (b) results from Customer’s or any User’s use of the Product in breach of Section 2.1 (Restrictions on Customer).
Governing Law	The laws of the Province of British Columbia and the federal laws of Canada that apply there, without regard to conflict-of-laws rules.
Chosen Courts	The courts located in Victoria, British Columbia, Canada.
Notice Address	Provider: help@datapalace.ai. Customer: the email address of the account that accepted this Agreement or, for a company palace, the palace’s billing contact.

AI Addendum terms

AI Services	Modifying AI Addendum §4.2: the AI Services are the Product’s semantic search, which uses a third-party embedding model to turn Customer Content into numerical representations so it can be searched by meaning. The AI Caretakers’ instructions and tools are ordinary features of the Product, not AI Services, and AI tools that Customer connects are not part of the Product (see Connected AI tools).
Training Data	None.
Training Purposes	None. Provider will not use Input or Output to Train any Model (AI Addendum §1.3).
Training Restrictions	Not applicable.
Improvement Restrictions	Provider may use Input and Output only to provide, maintain and support the Product for Customer. Input and Output are never Usage Data (§1.4), and Provider will not use them to Train or fine-tune any Model.

Changes to the Standard Terms

The Standard Terms and the AI Addendum apply as published, with the following changes.

Machine learning (replacing §1.6). Section 1.6 is replaced with: “Provider will not use Customer Content, or Usage Data that identifies Customer or any User, to develop, train, fine-tune or enhance any artificial intelligence or machine learning model, whether Provider’s or a third party’s. The AI Addendum governs the AI Services.” The disclaimers in AI Addendum §3 (Disclaimers) continue to apply.
Usage Data (§1.4 and §13.32). Usage Data means operational data about the provision, use and performance of the Product, such as counts, timings, errors and which features are used. It never includes Customer Content, Input or Output.
Connected AI tools (new §1.7). The terms in Connected AI tools below are added as Section 1.7.
Suspension (§2.2(a)). “for more than 30 days” is replaced with “for 15 days or more”.
Personal Data (adding to §3.1). Provider processes Personal Data in Customer Content on Customer’s behalf, as its service provider, only to provide the Product and as this Agreement allows, and in compliance with Applicable Data Protection Laws, including the Personal Information Protection and Electronic Documents Act (Canada) and British Columbia’s Personal Information Protection Act. Provider uses the service providers named in its Privacy Policy, some of which are located outside Canada, including in the United States; Customer acknowledges that Customer Content may be stored and processed in those countries and become subject to their laws. For personal palaces, change 17 applies instead. Provider will notify Customer without undue delay after becoming aware of a breach of security safeguards involving Personal Data in Customer Content.
Prohibited Data (§13.27). Prohibited Data also includes social insurance numbers, provincial health card numbers, and personal health information regulated by Canadian federal or provincial health privacy laws.
Free plan. A Customer on the Free plan pays no Fees. Sections 6.3 and 6.4 do not apply to the Free plan, and Provider may change or discontinue the Free plan, or any of its features, on 30 days’ notice.
Plan changes and downgrades. Moving a palace to a lower plan, including from a paid plan to the Free plan, at the end of a Subscription Period is not termination or expiration of the Agreement, and Section 5.5 does not apply: the palace continues under the lower plan. Customer Content above the lower plan’s limits is kept, and Users can still view, edit and delete it; adding new content may be blocked until the palace is within the plan’s limits.
Termination for convenience (adding to §5.3). Customer may terminate the Order Form for a palace at any time: for a company palace, by deactivating it in the palace’s settings; for a personal palace, by deleting it in the app; or, for either, by emailing help@datapalace.ai. Termination takes effect when the palace is deactivated or deleted, which ends access to it immediately; prepaid Fees for the current Subscription Period are not refunded, and the palace’s subscription does not renew, so no Fees are charged for later Subscription Periods. Customer may terminate the Framework Terms by emailing help@datapalace.ai to close its account. Provider may terminate the Framework Terms, or an Order Form, for a Customer on the Free plan on 30 days’ notice. The one-year minimum in §5.2 does not apply.
Changes to this Agreement (adding to §12.2). Provider may change this Agreement by posting an updated version on this page and notifying Customer by email or in the Product at least 30 days before a material change takes effect. A material change takes effect at the start of Customer’s first Subscription Period that begins after the notice period ends or, on the Free plan, 30 days after the notice. Customer may avoid a change by giving notice of non-renewal or terminating under change 9 before it takes effect. Changes that are not material, or that are required by law, take effect when posted. Continuing to use the Product after a change takes effect is acceptance of it.
Disputes (§12.3). For clarity, disputes are resolved in the Chosen Courts. Nothing in this Agreement requires arbitration.
Logo rights (replacing §12.8). Provider may identify a Customer that is an organization by name and logo in its marketing as a DataPalace customer, and will stop within 30 days of Customer’s emailed request. Provider will not identify an individual Customer or any User by name without their consent.
Export controls and sanctions (§12.13). References to the laws, agencies and lists of the United States also include those of Canada, including the Special Economic Measures Act, the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law), the United Nations Act and the Export and Import Permits Act, and “export from the United States” includes export from Canada.
Customer representations (adding to §6.2). Customer represents that (a) it uses company (standard) palaces only for business or professional purposes (a personal palace is for its owner’s personal use, under change 17); (b) any individual who accepts this Agreement has reached the age of majority where they live; and (c) Customer is not located in Québec. Provider does not currently offer the Product in Québec.
Language. This Agreement is written in English, which is the language that governs it.
Account holders, members and who acts for Customer (adding to §1.3). (a) Everyone who creates a DataPalace account accepts this Agreement for themselves: whenever they use the Product they must follow Section 2.1 (Restrictions on Customer) and the rest of this Agreement’s rules on using the Product, and the representations in change 14 (a) and (b) apply to them. Accepting for their own account does not make them liable for another Customer’s Fees or other obligations. (b) Members of a palace, including its owner and admins, are Users of that palace’s Customer while they remain members; someone who has been invited but has not joined, or whose membership has been deactivated, is not a User of that palace. One person can be a User of several Customers, and Customer is responsible for its Users under Section 1.3. (c) A palace’s owner and admins may act for its Customer under this Agreement, including accepting it for an organization, managing billing, giving and receiving notices, and terminating. An individual who does so represents that they are authorized to, and is not otherwise personally liable for Customer’s obligations. (d) Transferring a palace’s ownership does not change its Customer unless the Customer is the owner under the Customer Key Term. Changing the organization named in a palace’s billing details to a different organization transfers that palace’s Order Form to it, and Provider consents to that transfer for Section 12.6; the person making the change represents that both organizations have authorized it.
Personal palaces. (a) A personal palace is a private palace for its owner’s personal use, and its owner is its Customer. (b) Provider does not charge Fees for a personal palace. It has the Free plan’s features and limits, except that while its owner is a member of at least one company palace on the Pro plan that is not frozen for non-payment or cancelled, it has Pro features at no charge; when that stops, it returns to the Free plan’s limits, and content above them is kept as change 8 describes. (c) Where the owner of a personal palace is a consumer under applicable consumer protection law, nothing in this Agreement limits rights that law gives them and that cannot be waived, including where they may bring a claim, and Sections 7, 8 and 12.3 and changes 10 and 11 apply only as far as that law allows. (d) For personal information in a personal palace, Provider is responsible for it under Applicable Data Protection Laws and handles it as its Privacy Policy describes, rather than as Customer’s service provider under change 5.

Connected AI tools

These terms are Section 1.7 of the Standard Terms (change 3 above).

The Product’s core purpose is to make Customer Content available to AI tools that Customer or its Users connect to it, such as ChatGPT, Claude, Gemini or coding agents, through the DataPalace MCP server (“Connected AI Tools”). Connecting and using a Connected AI Tool is Customer’s instruction to Provider to transmit to that tool the Customer Content that the connecting User’s account can access. Once transmitted, that content leaves Provider’s systems.
Connected AI Tools are third-party products chosen by Customer or its Users. They are not part of the Product and are not Provider’s service providers or subprocessors. How they store, retain, secure or train on content is governed by Customer’s or the User’s own agreement with that vendor. Provider’s commitments in this Agreement, including its commitment not to train models on Customer Content, bind Provider only, not those vendors.
Customer is responsible for choosing and configuring its Connected AI Tools, including their data retention and model training settings; for deciding which Users may connect them; and for having any rights, consents and notices needed to send Personal Data in Customer Content to them, including outside Canada.
Access to the Product through a Connected AI Tool is a permitted use of the Product, despite Section 2.1(a)(ii). A transmission that Customer or its Users direct under this section is not a disclosure by Provider and is not a breach of Section 3 (Privacy & Security) or Section 10 (Confidentiality), and Provider is not liable for the acts or omissions of a Connected AI Tool or its vendor.
Customer controls this exposure. Palace admins decide who is a member of each palace (every member can access all of that palace’s content), can change which AI Caretakers each member may use, and can deactivate a member, which ends that member’s DataPalace MCP sessions for the palace. Users can also disconnect DataPalace in their AI tool’s settings.

Attribution

The Common Paper Cloud Service Agreement Standard Terms Version 2.1 (source text) and AI Addendum Standard Terms Version 1.0 (source text) are published by Common Paper and available under Creative Commons Attribution 4.0 (CC BY 4.0). We use them unmodified; this Cover Page sets out all of DataPalace’s changes. See all of our agreements on our Terms & Conditions page, or email help@datapalace.ai with questions.