User Agreement

1. Agreement to Terms

This User Agreement ("Agreement") governs your access to and use of the Company's software, platform, APIs, research tools, websites, and related services (collectively, the "Service").

By clicking to accept, signing an order form, creating an account, or accessing or using the Service, you agree to be bound by this Agreement. If you are accepting this Agreement on behalf of an organization, you represent that you have authority to bind that organization, and "Customer" refers to that organization.

If you do not agree to this Agreement, you may not use the Service.

2. The Service

The Service is a software tool designed to assist with legal, regulatory, research, drafting, retrieval, summarization, and related workflows. The Service may generate search results, summaries, citations, extracted information, draft language, research memoranda, workflow suggestions, analytics, or other outputs ("Output").

The Service is provided as a tool to support professional review and judgment. Unless expressly stated in a signed writing by Company, the Service is not a law firm, does not provide legal representation, and does not provide legal advice.

3. Eligibility and Account Registration

You must be legally able to enter into this Agreement and comply with all applicable laws. You agree to provide accurate registration information and keep it current.

You are responsible for:

• all activity under your account;
• maintaining the confidentiality of login credentials;
• ensuring that each account is used only by the authorized user to whom it is assigned; and
• promptly notifying us of any unauthorized use, compromise, or suspected security incident involving your account.

4. License; Access Rights

Subject to this Agreement and payment of all applicable fees, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable subscription term to access and use the Service for Customer's internal business purposes.

The Service is licensed, not sold. No ownership rights are transferred to Customer.

5. Subscription Limits; Authorized Use

Customer shall use the Service only within the usage limits, seat limits, account scope, API limits, and other restrictions set forth in the applicable order form, pricing plan, documentation, or product settings.

Customer may not:

• share user credentials among multiple individuals;
• permit unauthorized third parties to access the Service;
• exceed purchased seat or usage limits;
• use the Service for timesharing, service bureau, white-label, resale, or outsourced services purposes unless expressly authorized in writing.

6. Acceptable Use Restrictions

Customer will not, and will not permit any third party to:

• copy, modify, adapt, translate, or create derivative works of the Service, except as expressly permitted by law and this Agreement;
• reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive source code, underlying structure, prompts, models, workflows, retrieval logic, ranking methods, or non-public components of the Service;
• scrape, harvest, index, or systematically extract data, Output, metadata, or content from the Service by automated means except through expressly authorized APIs and within permitted limits;
• use the Service to develop, train, benchmark, validate, fine-tune, or improve a competing product or service;
• perform model extraction, prompt extraction, dataset extraction, or any attempt to discover non-public performance, weights, prompts, taxonomies, ranking logic, or system architecture;
• circumvent or attempt to circumvent security measures, authentication controls, rate limits, seat controls, or technical restrictions;
• interfere with or disrupt the integrity, performance, or availability of the Service;
• access the Service for the purpose of building a competing product or service;
• use the Service in violation of applicable law, regulation, court order, confidentiality duty, or professional responsibility obligation;
• upload or submit content unless Customer has the right to do so and the right to permit Company to process it as contemplated by this Agreement.

7. Customer Content

"Customer Content" means prompts, queries, uploaded files, source materials, communications, instructions, feedback embedded in work product, and other data or content submitted to the Service by or on behalf of Customer.

Customer retains ownership of Customer Content, subject to the rights granted in this Agreement.

Customer grants Company a non-exclusive, worldwide, limited right to host, store, reproduce, transmit, process, display, and use Customer Content solely as necessary to:

• provide, maintain, secure, and support the Service;
• prevent fraud, abuse, and security incidents;
• enforce this Agreement; and
• comply with law.

Company will not sell Customer Content.

Training/Data Use Election: Unless otherwise stated in an applicable order form, privacy policy, or signed enterprise agreement, Company will not use Customer Content or Output to train general models.

8. Customer Responsibilities

Customer is solely responsible for:

• the legality, accuracy, quality, and appropriateness of Customer Content;
• obtaining all necessary rights, consents, notices, and permissions for Customer Content;
• reviewing and validating Output before relying on, filing, sending, publishing, or acting on it;
• determining whether use of the Service is appropriate for any specific legal, regulatory, contractual, or ethical context;
• implementing internal controls regarding confidentiality, privilege, document handling, retention, and review.

Customer acknowledges that the Service may produce incomplete, inaccurate, outdated, or misleading Output and that Output must be reviewed by a qualified human before use.

9. Output; No Guarantee of Accuracy

As between the parties, and subject to Company's underlying rights in the Service, Customer may use Output generated for Customer through the Service for Customer's internal business purposes.

The Service uses automated systems and may rely on third-party data sources, models, and public or private materials. Company does not guarantee that Output will be accurate, complete, current, error-free, noninfringing, or fit for any particular purpose.

Customer must independently verify all Output, including citations, quoted authorities, procedural statements, factual assertions, and analytical conclusions, before relying on it.

10. No Legal Advice; No Attorney-Client Relationship

The Service is a technology tool only. Company is not a law firm and is not acting as Customer's attorney, fiduciary, or professional advisor unless expressly agreed in a separate signed engagement letter.

Use of the Service does not create an attorney-client relationship between Company and Customer. No Output from the Service should be treated as a substitute for professional legal judgment.

11. Confidentiality

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential under the circumstances, including Customer Content, non-public product information, security information, pricing, business plans, roadmaps, technical architecture, and trade secrets.

The Receiving Party will:

• use Confidential Information only to perform or exercise rights under this Agreement;
• protect it using reasonable care, and no less than the care used for its own similar information; and
• not disclose it to third parties except to employees, contractors, and service providers with a need to know and who are bound by confidentiality obligations.

Confidential Information does not include information that the Receiving Party can show:

• is or becomes public through no breach of this Agreement;
• was already lawfully known without restriction;
• is lawfully received from a third party without confidentiality obligation; or
• is independently developed without use of the other party's Confidential Information.

A Receiving Party may disclose Confidential Information if required by law, subpoena, or court order, provided it gives prompt notice where legally permitted.

12. Security

Company will implement and maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Content against unauthorized access, destruction, loss, alteration, or disclosure.

Customer acknowledges that no system is completely secure and that security obligations may be described in additional documentation, a security addendum, or a data processing agreement.

Customer is responsible for configuring its own account security settings and internal access controls appropriately.

13. Privacy and Data Processing

Company's processing of personal data is governed by the applicable Privacy Policy and, where applicable, a Data Processing Agreement ("DPA"). In the event of conflict between this Agreement and an executed DPA with respect to personal data processing, the DPA controls.

14. Feedback

If Customer provides suggestions, enhancement requests, or other feedback regarding the Service ("Feedback"), Company may use that Feedback without restriction or obligation, provided Company will not publicly identify Customer as the source without permission.

15. Intellectual Property Rights

The Service, including all software, code, user interfaces, workflows, prompts, taxonomies, configurations, documentation, visual elements, and all intellectual property rights therein and thereto, are and will remain the exclusive property of Company and its licensors.

Except for the limited rights expressly granted in this Agreement, no rights are granted to Customer by license, implication, estoppel, or otherwise.

Company reserves all rights not expressly granted.

16. Trade Secrets and Competitive Use

Customer acknowledges that the Service may embody valuable confidential and proprietary methods, workflows, prompts, retrieval systems, ranking systems, taxonomies, evaluation methods, security controls, and other trade secrets.

Customer will not use the Service or any Confidential Information to create, train, improve, benchmark, or commercialize a competing product or service.

17. Third-Party Services and Materials

The Service may incorporate or interoperate with third-party services, models, APIs, databases, search systems, hosting providers, open-source software, or external content. Company is not responsible for third-party services or materials except to the extent expressly set forth in this Agreement.

Use of certain features may require Customer to accept additional third-party terms.

18. Fees and Payment

Customer will pay all fees specified in the applicable order form or pricing plan. Except as otherwise stated, fees are non-cancelable and non-refundable.

Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Company may suspend access for overdue amounts after reasonable notice.

Taxes, excluding taxes based on Company's net income, are Customer's responsibility.

19. Suspension

Company may suspend Customer's access to some or all of the Service immediately if:

• Customer breaches this Agreement;
• Customer's use poses a security risk;
• Customer's use may harm the Service or other customers;
• Customer engages in suspected fraud, abuse, scraping, account sharing, model extraction, or unlawful activity; or
• required by law or a government request.

Where practicable, Company will provide notice and an opportunity to cure.

20. Term and Termination

This Agreement begins on the date Customer first accepts it or uses the Service and continues until terminated.

Either party may terminate this Agreement:

• if the other party materially breaches this Agreement and fails to cure within thirty (30) days after notice; or
• immediately if the other party becomes insolvent or ceases business operations.

Company may terminate or suspend this Agreement immediately for serious misuse, including unauthorized sharing, reverse engineering, scraping, or unlawful use.

Upon termination:

• Customer's access rights end;
• Customer must stop using the Service; and
• each party may retain and use information as required by law, for backup/archival purposes, or to enforce its rights, subject to confidentiality obligations.

Sections that by their nature should survive termination will survive, including payment obligations, confidentiality, IP ownership, disclaimers, limitations of liability, indemnity, and dispute provisions.

21. Warranties and Disclaimers

Company warrants that it will provide the Service in a professional and workmanlike manner under normal use.

Except as expressly provided in this Agreement, the Service, Output, documentation, and all related materials are provided "as is" and "as available." To the maximum extent permitted by law, Company disclaims all other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, quiet enjoyment, and any warranties arising from course of dealing or usage of trade.

Company does not warrant that the Service will be uninterrupted, error-free, secure, or that Output will be accurate, complete, current, or suitable for any particular matter.

22. Indemnification

Customer will defend, indemnify, and hold harmless Company and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Customer Content;
• Customer's use of the Service in violation of this Agreement or applicable law;
• Customer's violation of confidentiality, privacy, or professional obligations;
• Customer's reliance on or use of Output without appropriate review.

23. Limitation of Liability

To the maximum extent permitted by law:

• Company will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, data, or business interruption, even if advised of the possibility of such damages.
• Company's total aggregate liability arising out of or relating to this Agreement will not exceed the amounts paid or payable by Customer to Company for the Service during the twelve (12) months preceding the event giving rise to the claim.

The foregoing limitations apply whether the claim is based in contract, tort, statute, strict liability, or any other theory.

24. Injunctive Relief

Customer acknowledges that breach of Sections relating to confidentiality, intellectual property, trade secrets, access restrictions, or competitive misuse may cause irreparable harm for which monetary damages may be insufficient. Company may seek injunctive or equitable relief in addition to any other remedies.

25. Audit and Usage Review

To enforce this Agreement and protect the Service, Company may monitor usage, maintain logs, review activity for abuse, and investigate suspected violations. Customer agrees to reasonably cooperate with inquiries relating to suspected unauthorized sharing, scraping, security incidents, or other misuse.

This Section does not obligate Company to monitor Customer's activity in all cases.

26. Export Control and Sanctions

Customer will not use the Service in violation of export control, sanctions, or trade laws. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in a prohibited jurisdiction, and is not a prohibited or restricted party.

27. Beta Features

Company may offer alpha, beta, pilot, or preview features ("Beta Features"). Beta Features may be incomplete, unstable, or changed at any time and are provided as-is, with no warranties or service commitments.

28. Publicity

Customer grants Company the right to identify Customer's name and logo in Company's customer lists and marketing materials, unless Customer opts out in writing or the parties agree otherwise in an order form.

29. Governing Law; Venue

This Agreement is governed by the laws of the State of [STATE], without regard to conflict-of-law rules. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in [COUNTY, STATE], except that Company may seek injunctive relief in any court of competent jurisdiction.

30. Dispute Resolution

Before filing suit, the parties will attempt in good faith to resolve any dispute through informal discussions for at least thirty (30) days after written notice.

31. Changes to the Agreement

Company may modify this Agreement from time to time. If Company makes material changes, Company will provide notice by email, in-product notice, or other reasonable means. Changes will become effective on the stated effective date. Continued use of the Service after the effective date constitutes acceptance of the updated Agreement.

32. Miscellaneous

This Agreement, together with any order forms, DPA, privacy policy, and incorporated documents, constitutes the entire agreement between the parties regarding the Service and supersedes prior understandings on that subject.

If any provision is held unenforceable, the remaining provisions will remain in effect.

Customer may not assign this Agreement without Company's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets. Company may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of assets.

No waiver is effective unless in writing. Failure to enforce a provision is not a waiver.

The parties are independent contractors. This Agreement does not create a partnership, joint venture, employment, or agency relationship.