License Agreement

This License Agreement (this “Agreement”) is entered into by and between S&O LEGAL LLC, a Wyoming limited liability company (the “Provider”, “we”, “us” or “our”), and the natural person or legal entity that accesses, downloads, installs or otherwise uses the Software (the “Customer” or “you”).

By clicking “I accept”, by executing an order form or invoice that references this Agreement, or by accessing, downloading, installing or using the Software, you agree to be bound by this Agreement. If you do not agree to this Agreement, do not access or use the Software. If you accept this Agreement on behalf of an entity, you represent and warrant that you have authority to bind that entity, in which case “you” and “Customer” refer to that entity.

This Agreement applies to the use of the Software by both individual end users and business entities. It is intended to operate alongside, and is supplemented by, our Terms of Use (governing the use of our website) and our Privacy Policy. In the event of a conflict between this Agreement and the Terms of Use or the Privacy Policy on matters relating to the licensing, fees, intellectual property, or use of the Software, this Agreement controls.

1. Definitions

In this Agreement, capitalized terms have the meanings given to them below. Other capitalized terms are defined where they first appear.

• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means ownership of more than fifty percent (50%) of the voting interests or the power to direct the management of such entity.
• "Customer Configuration" means any playbooks, policies, preferences, instructions, prompts, templates, rules, scoring rubrics, or similar configuration data that the Customer uploads, creates or supplies through the Software for the purpose of customizing or instructing the Software’s operation, excluding the Customer Documents.
• "Customer Content" means, collectively, the Customer Documents and the Customer Configuration.
• "Customer Documents" means the legal documents, contracts, agreements, drafts and other source materials uploaded, transmitted or otherwise made available by Customer (or its End Users) to the Software for the purpose of being processed, analyzed or reviewed by the Software.
• "Documentation" means the user manuals, in-product help, online support pages, technical specifications and similar materials made available by Provider that describe the operation and functionality of the Software.
• "End User" means any individual whom Customer permits to use the Software under Customer’s account, including Customer’s employees, contractors, consultants and other authorized personnel.
• "Fees" means the subscription fees, usage fees, and any other amounts payable by Customer to Provider in connection with the Software, as set out in the applicable subscription plan, order form, invoice or on the Provider’s website at the time of purchase.
• "Output Content" means the analyses, reports, redline suggestions, summaries, risk assessments, clause recommendations, drafting suggestions, comments, classifications and other artifacts generated by the Software in response to Customer Content.
• "Service" means the Provider’s AI-powered legal document review and contract analysis platform, including the Microsoft Word add-in component, related backend processing, cloud-hosted services, APIs, and any updates, enhancements, or new versions made available by Provider from time to time.
• "Software" means the Service, used interchangeably herein.
• "Subprocessor" means any third party engaged by Provider to process data, perform technical services, host infrastructure, supply AI models or otherwise contribute to the operation of the Software, including without limitation cloud infrastructure providers and third-party AI model providers.
• "Subscription" means a paid subscription to the Software at one of the tiers offered by Provider from time to time (such as Basic, Pro or Enterprise; tier names and features may be updated by Provider).
• "Subscription Term" means the period during which Customer’s Subscription is active, as set out in the applicable order, invoice or subscription confirmation.
• "Support Data" means any data, including portions of Customer Content and metadata, that is collected, transmitted, stored or otherwise processed by Provider in connection with the diagnosis and resolution of a technical issue, support request, incident or service interruption affecting Customer’s use of the Software.
• "Third-Party Materials" means any open-source software, third-party software, third-party AI models, third-party data, or other materials integrated into or made available through the Software that are owned or licensed by parties other than Provider.
• "Usage Data" means data and signals generated by, derived from, or relating to the Customer’s and its End Users’ interactions with the Software, including without limitation logs, telemetry, performance metrics, feature usage, click and edit patterns, prompts and instructions submitted to the Software, feedback signals (such as acceptance, rejection or modification of Output Content), aggregated and de-identified statistics, and other operational data.

2. License Grant

2.1 Grant of License

Subject to Customer’s continuous compliance with this Agreement and timely payment of all applicable Fees, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the Subscription Term, to access and use the Software solely for Customer’s internal business or professional purposes in accordance with the Documentation.

2.2 Subscription Nature

The Software is licensed on a subscription basis, not sold. The license granted under Section 2.1 expires automatically at the end of the applicable Subscription Term unless renewed in accordance with the applicable subscription plan or order. No perpetual rights to the Software are granted under this Agreement.

2.3 End Users

Customer may permit its End Users to access and use the Software under Customer’s account, provided that Customer remains fully responsible for (i) any acts or omissions of its End Users, (ii) ensuring End Users’ compliance with this Agreement, and (iii) all activity occurring under Customer’s account, whether authorized by Customer or not.

2.4 Affiliates

Customer may extend the use of the Software to its Affiliates under Customer’s account, provided that Customer remains primarily liable for all obligations under this Agreement, including any acts or omissions of such Affiliates. Provider may, at its discretion, require any such Affiliate to enter into a separate order or agreement.

2.5 Reservation of Rights

All rights not expressly granted to Customer under this Agreement are reserved by Provider and its licensors. The Software is protected by copyright, trade secret and other intellectual property laws and international treaties. No rights or licenses are granted by implication, estoppel, waiver or otherwise. Customer acquires no rights in any of Provider’s patents, source code, model weights, training data, prompts, system architectures, methodologies, or any other Provider intellectual property under this Agreement.

3. Permitted Uses and Restrictions

3.1 Permitted Use

Customer may use the Software solely to upload, review and analyze its own legal documents and contracts, to obtain Output Content for Customer’s internal use, and otherwise as expressly permitted under this Agreement, the Documentation and the Terms of Use.

3.2 Restrictions on Use

Except as expressly permitted under this Agreement, Customer (and Customer’s End Users) shall not, and shall not authorize or assist any third party to:

• copy, modify, adapt, translate, port or create derivative works of the Software, in whole or in part, except to the extent expressly permitted by applicable law that cannot be contractually waived;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive or reconstruct the source code, model weights, embeddings, architecture, prompts, parameters, training data, or any other underlying technology of the Software;
• circumvent, disable or otherwise interfere with any security, authentication, rate-limiting, technical protection, or usage-monitoring features of the Software;
• rent, lease, sell, resell, sublicense, distribute, transfer, host or otherwise make the Software available to any third party, or use the Software to operate a service bureau, time-sharing or hosted offering for the benefit of third parties;
• use the Software, the Output Content, or any data derived from the Software, to develop, train, fine-tune, evaluate, benchmark, or improve any artificial intelligence model, machine-learning model, large language model, or competing product or service, or to extract or attempt to extract any model weights, embeddings or training data;
• use the Software for any unlawful, fraudulent, deceptive or harmful purpose, or in violation of any applicable law, regulation, court order or rule of professional conduct;
• upload to, process through, or otherwise input into the Software any document, data or information that Customer does not have all necessary rights, licenses, authorizations and consents to upload, including any document subject to attorney-client privilege, work-product protection or contractual non-disclosure obligations owed to a third party, unless Customer has obtained all necessary authorizations from the relevant rights holders;
• use the Software to generate, draft or process documents that are intended to forge, falsify, impersonate, defraud, or mislead any court, regulator, counterparty, public authority or any other person;
• present, distribute, file or otherwise rely on Output Content as final legal advice, a legal opinion, a certified work product, or a substitute for the professional judgment of a licensed legal professional, in each case without independent review and verification by such professional in accordance with Section 4;
• use the Software to make automated, individualized decisions about natural persons that produce legal or similarly significant effects without an appropriate human decision-maker; or
• use the Software in any manner that violates the Acceptable Use provisions of the Terms of Use, the Privacy Policy, the Documentation, or any other policies that Provider may publish from time to time.

3.3 Customer Responsibility for Compliance

Customer is solely responsible for ensuring that its (and its End Users’) use of the Software complies with all applicable laws, regulations, rules of professional conduct (including bar rules and legal ethics codes governing the relevant practitioner), industry standards, third-party agreements and the policies of any regulator or supervisory authority applicable to Customer.

4. AI-Specific Acknowledgments and Disclaimers

Important: The Software is an AI-powered productivity and automation tool intended to assist qualified legal professionals with the mechanical and routine aspects of legal document review. The Software is not a law firm, does not provide legal advice, legal opinions or legal services, and is not a substitute for the professional judgment of a licensed attorney.

4.1 Nature of AI Outputs

Customer acknowledges and agrees that the Software is an artificial-intelligence system and, as such, is inherently probabilistic and imperfect. The Software may produce outputs that contain errors, inaccuracies, omissions, fabricated information (commonly referred to as “hallucinations”), out-of-date information, unsupported assertions, misinterpretations of legal provisions, missed clauses, inappropriate redline suggestions, mischaracterizations of risk, or analyses that are factually or legally incorrect. The performance of the Software may vary across documents, jurisdictions, languages and use cases.

4.2 No Legal Advice; No Attorney-Client Relationship

Output Content is informational and preliminary in nature and is provided for reference purposes only. Output Content does not constitute legal advice, a legal opinion, certified legal work product, or a substitute for advice from a licensed attorney admitted to practice in the relevant jurisdiction. No attorney-client relationship, fiduciary relationship, or duty of care is created between Customer (or any End User or third party) and Provider by reason of Customer’s use of the Software or receipt of Output Content.

4.3 Customer’s Verification Obligation

Customer must, and shall ensure that each of its End Users does, independently review, verify and validate all Output Content before relying on it in any manner. Any Output Content that is communicated to a client, counterparty, court, regulatory body, or any other third party, or that is incorporated into any legal filing, contract, opinion, advice or transactional document, must first be independently reviewed and approved by a qualified, licensed legal professional who assumes full responsibility for its accuracy, completeness and appropriateness.

4.4 No Substitute for Professional Judgment

The Software is designed to assist with the mechanical and routine aspects of legal work and must not be used as a substitute for independent legal analysis, professional judgment or the exercise of due diligence by a qualified attorney. The Software must not be used for the purpose of providing legal consultations, legal opinions, or legal advice to third parties, and must not be relied upon as a basis for any legal decision, legal filing, legal representation or advice without the involvement of a qualified legal professional.

4.5 Customer-Specific Risks

Customer further acknowledges that: (i) the Software is not specifically certified for, and may not be suitable for, particular jurisdictions, document types, languages or regulatory regimes; (ii) the Software may rely on Third-Party Materials, including third-party AI models, the behavior of which may change without notice; (iii) Customer is solely responsible for assessing whether the Software is appropriate for Customer’s use case; and (iv) Customer’s reliance on Output Content without independent verification by a qualified legal professional is at Customer’s sole risk.

4.6 Similar Outputs

Due to the nature of artificial intelligence and the Software’s operation, Output Content may not be unique. Other customers may receive identical, substantially similar or overlapping outputs in response to similar Customer Content or instructions. Provider makes no representation that Output Content will be unique to Customer.

4.7 Customer’s Sole Responsibility for Use

Customer is solely responsible for all use of the Software and Output Content by Customer and its End Users, including without limitation any decisions made or actions taken (or not taken) on the basis of Output Content, any communications made on the basis of Output Content, and any consequences arising therefrom. To the maximum extent permitted by applicable law, Provider expressly disclaims any and all liability for losses, damages, claims or costs arising out of or related to Customer’s reliance on Output Content without independent legal review.

5. Intellectual Property Rights

5.1 Provider’s Intellectual Property

As between the Parties, Provider and its licensors retain all right, title and interest in and to the Software, the Documentation, the Provider’s underlying technology, infrastructure, AI models, model weights, embeddings, system prompts, methodologies, training datasets, and all enhancements, updates, derivatives, modifications, know-how and intellectual property rights therein and thereto. Customer acquires no ownership interest in any of the foregoing under this Agreement.

5.2 Customer’s Content

As between the Parties, Customer retains all right, title and interest in and to the Customer Content. Customer grants Provider the licenses set out in Section 6 to the extent necessary for Provider to operate, provide, support and improve the Software in accordance with this Agreement.

5.3 Output Content Ownership

Subject to Customer’s compliance with this Agreement, and to the extent that Provider holds any rights in the Output Content, Provider hereby assigns to Customer, on a royalty-free basis, all of Provider’s right, title and interest (if any) in and to the Output Content generated by the Software in response to Customer Content, so that Customer may use, modify, distribute and otherwise deal with the Output Content for Customer’s lawful purposes. The foregoing assignment does not extend to any Output Content generated for other customers, to any Third-Party Materials, or to the underlying Software, models, techniques or know-how.

5.4 Third-Party Materials

The Software may incorporate, integrate with or otherwise rely on Third-Party Materials. Customer’s use of any Third-Party Materials may be subject to additional terms and conditions of the relevant third party, which are incorporated into this Agreement by reference and govern Customer’s use of such Third-Party Materials. Provider does not warrant or assume responsibility for Third-Party Materials, except as expressly stated in this Agreement.

5.5 Feedback

Customer may, but is not obligated to, provide Provider with suggestions, comments, ideas, improvements or other feedback relating to the Software (“Feedback”). Customer hereby grants Provider a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify and otherwise exploit such Feedback for any lawful purpose, without obligation or compensation to Customer. Feedback is provided on an “as-is” basis and is not Confidential Information of Customer.

6. Customer Content — License to Provider

6.1 License to Customer Documents

Customer grants Provider a limited, non-exclusive, worldwide, royalty-free license, during the Subscription Term and for the period reasonably necessary thereafter to wind down the Software, to host, store, transmit, copy, format, display and otherwise process the Customer Documents solely as necessary to operate, deliver, secure and support the Software for Customer’s benefit, including by transmitting Customer Documents to Subprocessors as described in Section 7. Customer Documents are not used by Provider to train its general-purpose AI models, except (i) where such Customer Documents are integrated into Customer Configuration, or (ii) as otherwise expressly permitted under this Agreement.

6.2 License to Customer Configuration

Customer grants Provider a non-exclusive, worldwide, royalty-free license to host, store, copy, modify, process and otherwise use the Customer Configuration to operate the Software and, additionally, to fine-tune, customize, configure or adapt AI models, prompts, retrieval systems and other components of the Software, including configurations that are personalized for Customer or that may be applied across the Software. The license under this Section 6.2 survives only as long as is reasonably necessary for the corresponding fine-tuning, customization or adaptation to remain operational.

6.3 License to Usage Data

Customer grants Provider a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to collect, use, copy, modify, analyze, aggregate, de-identify and otherwise process Usage Data for any lawful purpose, including without limitation: (i) operating, securing, monitoring, supporting and improving the Software; (ii) training, fine-tuning, evaluating, testing and improving AI and machine-learning models that form part of, or that may be incorporated into, the Software; (iii) developing new features, products and services; (iv) generating aggregated and de-identified analytics, statistics and benchmarks; and (v) demonstrating, marketing and reporting on the Software, in each case in a manner that does not identify Customer or any natural person.

6.4 Customer Representations and Warranties

Customer represents, warrants and covenants on a continuous basis that: (i) Customer has all rights, authorizations, consents, licenses and permissions necessary to upload, transmit and process the Customer Content through the Software and to grant the licenses set out in this Section 6; (ii) the Customer Content does not, and Customer’s use of the Software does not, violate any law, regulation, contract, intellectual property right, privacy right, confidentiality obligation, attorney-client privilege, work-product protection, or other obligation owed to any third party; (iii) Customer has provided all notices, and obtained all consents, required under applicable data-protection law in respect of any personal data contained in the Customer Content; and (iv) Customer is not subject to any restriction (including any sanctions, export control or trade restriction) that would make Customer’s use of the Software unlawful.

7. Treatment of Customer Content

7.1 Scope and Application

The handling of Customer Content is governed exclusively by this Section 7, which sets out Provider's commitments in this respect. For clarity, Customer Content is treated under this dedicated regime and is not classified as "Confidential Information" for the purposes of Section 13; the general confidentiality framework in Section 13 applies to the commercial and technical information of the Parties and does not extend to Customer Content. The Parties' relationship in respect of Customer Content is accordingly defined by the specific commitments set out in Section 7.2 and the related provisions of this Agreement, rather than by any general non-disclosure, professional-secrecy or fiduciary framework.

7.2 Provider Commitments Regarding Customer Content

Provider acknowledges that Customer Content may include information that is sensitive in nature. Accordingly, Provider undertakes that:

• Retention and Deletion of Customer Documents. Provider's data retention practices for Customer Documents depend on Customer's subscription tier, as set out on Provider's pricing page available on Provider's website:
  • Zero Data Retention (eligible tiers). For subscription tiers that include Zero Data Retention, as identified on Provider's pricing page, Customer may configure, through the Software's account settings, one of the following options for handling Customer Documents: (i) automatic deletion of the Customer Document promptly upon Customer closing the Microsoft Word document in which that Customer Document is opened, or (ii) retention of Customer Documents within Customer's account for the duration of Customer's active Subscription.
  • Standard Retention (other tiers). For subscription tiers that do not include Zero Data Retention, Customer Documents are retained for as long as Customer maintains an active account with Provider.
  • Deletion on Request (all tiers). Regardless of subscription tier or selected configuration, Customer may at any time, through the Software's interface or by written request to Provider's support email as published on Provider's website, instruct Provider to permanently delete any or all Customer Documents associated with Customer's account. Provider will give effect to such instruction promptly and irrevocably, subject only to short-term backup-cycle, archival and legal-hold exceptions to the extent reasonably necessary and as described in the Privacy Policy. Where Customer Documents are transmitted to third-party AI model providers, Provider routes such transmissions exclusively through endpoints operating under zero-data-retention policies, under which such providers do not store Customer Documents or use them for model training beyond the immediate processing request, subject to transient in-memory caching that is not written to persistent storage.
• No Training on Customer Documents. Provider does not use Customer Documents to train or otherwise develop its general-purpose AI models, unless otherwise specifically agreed with Customer to fine-tune the AI models for Customer’s needs. Training and improvement of Provider's models is carried out using (i) the Customer Configuration submitted by Customer (including prompts, instructions, playbooks, policies and preferences), used in the first instance to adapt and fine-tune the Software for the originating Customer, and (ii) Usage Data on an aggregated and de-identified basis for the purpose of improving the general operation and quality of the Software, in each case as further described in Section 6 and Sections 7.3 and 7.4.
• No Sale of Customer Content. Provider will not sell, rent or otherwise commercially distribute Customer Content to third parties.
• Purpose Limitation. Provider will use Customer Content only for the purposes set out in this Agreement and the Privacy Policy, namely (i) to provide, operate, secure and support the Software for Customer, (ii) to fine-tune, customize and adapt the Software, including in accordance with Section 6.2, (iii) to improve the Software through the use of Customer Configuration and Usage Data as described in Section 6.3 and Section 7.4, and (iv) as otherwise required by applicable law.
• Security. Provider will implement and maintain commercially reasonable technical and organizational measures designed to protect Customer Content against unauthorized access, disclosure, alteration or destruction, having regard to the nature of the Software and prevailing industry practice.

7.3 Use of Customer Configuration for Fine-Tuning

Customer expressly acknowledges and agrees that Customer Configuration (including playbooks, policies, preferences, prompts, instructions, templates, rules and similar configuration data) may be used by Provider to fine-tune, customize, adapt and configure AI models, prompts, retrieval systems and other components of the Software, in accordance with Section 6.2, with priority given to adaptations that benefit the originating Customer. The licenses and permissions in Section 6.2 apply to all such uses of the Customer Configuration.

7.4 Service Improvement and Model Training

Customer expressly acknowledges and agrees that, in accordance with Section 6.3, Provider may use Customer Configuration and Usage Data — including without limitation prompts, instructions, edit and acceptance signals, classifications, error reports, and other operational signals — to operate, support, secure and improve the Software, including for the purpose of training, fine-tuning, evaluating and improving AI and machine-learning models. Consistent with Section 7.2, Provider does not use Customer Documents for these purposes and applies commercially reasonable measures designed to limit the incidental inclusion of Customer Document content in materials used for model training. Customer acknowledges, however, that prompts and instructions, by their nature, may reflect or refer to Customer's underlying matter, and Provider's commitment to refrain from training on Customer Documents applies to the documents themselves rather than to prompts, instructions or signals derived from Customer's interaction with the Software.

7.5 Support Data

In the course of providing technical support, diagnosing or resolving incidents, or responding to Customer’s service requests, Provider may collect, store and process Support Data, which may include portions of the Customer Content (including Customer Documents and prompts), error reports, system logs, and metadata, where access to such information is reasonably necessary to investigate or resolve the issue. Provider will use Support Data solely for the purpose of providing support and resolving the relevant issue, and will retain Support Data only for the time reasonably necessary to do so, plus a reasonable buffer to address recurrence, audit or quality-assurance purposes, after which Support Data will be deleted or de-identified in accordance with Provider’s standard practices.

7.6 Subprocessors

Customer acknowledges and consents that Provider may engage Subprocessors to host, process, transmit and otherwise handle Customer Content for the purposes set out in this Agreement, including without limitation cloud infrastructure providers and third-party AI model providers. The current list of categories of Subprocessors is set out in the Privacy Policy and may be updated from time to time. Provider shall remain responsible for the acts and omissions of its Subprocessors with respect to the obligations set out in Section 7.2.

7.7 Customer Acknowledgment

Customer expressly acknowledges that the commitments under this Section 7 are contractual undertakings that Provider takes voluntarily, and that they do not constitute a confidentiality obligation, non-disclosure agreement, duty of secrecy, or fiduciary obligation owed to Customer. If Customer requires confidentiality protections of a kind beyond those set out in this Section 7, the Parties may negotiate a separate written agreement; in the absence of such a separate signed agreement, this Section 7 represents the entirety of Provider’s undertakings in respect of Customer Content.

8. Subscriptions, Fees and Payment

8.1 Subscriptions and Plans

Provider offers the Software under various subscription plans, which may include free, trial, Basic, Pro and Enterprise tiers, or other tiers as Provider may introduce or modify from time to time. The features, usage limits, support levels and Fees applicable to each subscription plan are described on Provider’s website or in the applicable order, invoice or subscription confirmation. Provider may modify the available plans, their features and their pricing prospectively, with prior notice where required by applicable law.

8.2 Fees

Customer shall pay all Fees applicable to its Subscription. Fees are stated exclusive of all sales, use, value-added, withholding and similar taxes, levies, duties or assessments, all of which are the responsibility of Customer (other than taxes imposed on Provider’s net income). Where Customer is required by law to withhold any amount from a payment to Provider, Customer shall gross up the payment so that Provider receives the amount that would have been received in the absence of withholding.

8.3 Payment Terms

Unless otherwise agreed in an order or invoice, Fees are payable in advance for the applicable billing period. By providing payment details, Customer authorizes Provider and its payment processor (such as Stripe) to charge Customer’s designated payment method for all Fees, taxes and overages at each billing interval, on a recurring basis, until the Subscription is canceled in accordance with this Agreement. Customer is responsible for keeping its payment information accurate and up-to-date.

8.4 Auto-Renewal

Subscriptions automatically renew for successive periods of equal length to the initial Subscription Term, at the then-current Fees, unless Customer cancels prior to the start of the next renewal period through the Software’s account settings or as otherwise permitted by Provider. Cancellation takes effect at the end of the then-current billing period unless otherwise required by applicable law.

8.5 Trials

If Provider offers a free trial or evaluation Subscription, the trial will convert to a paid Subscription at the end of the trial period unless Customer cancels before the trial ends. Trial Subscriptions are offered “AS-IS” and “AS-AVAILABLE” and Provider may modify or discontinue trials at any time.

8.6 Refunds

Except as required by mandatory applicable law or as expressly stated in this Agreement, all Fees are non-refundable and non-creditable, including for partial billing periods, unused capacity, or features that Customer chooses not to use. If Provider materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice from Customer, Customer may, as Customer’s sole and exclusive remedy, terminate the affected Subscription and receive a pro-rata refund of Fees pre-paid for the unused portion of the then-current Subscription Term following the effective date of termination.

8.7 Late Payment

Past-due amounts may accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law (whichever is less), from the due date until paid. Provider may suspend Customer’s access to the Software upon notice if any undisputed amount remains unpaid for more than ten (10) days after its due date.

8.8 Pricing Updates

Provider may update its Fees, pricing or commercial policies prospectively from time to time, by providing Customer with at least thirty (30) days’ prior notice (e-mail or in-product notice being sufficient). The updated Fees will take effect at the start of the next renewal period following the notice. If Customer does not agree to the updated Fees, Customer may decline renewal in accordance with Section 8.4.

8.9 Right of Withdrawal (EEA/UK Consumers)

If Customer is a consumer resident in the European Economic Area or the United Kingdom, Customer may have a fourteen (14) day right of withdrawal under applicable law. Where Customer requests immediate provision of the digital Service and acknowledges that Customer loses the right of withdrawal once performance begins, Provider will commence the Service and the right of withdrawal will not apply after first use. Nothing in this Agreement limits any non-waivable consumer rights under applicable law.

9. Term and Termination

9.1 Term

This Agreement is effective as of the date Customer first accepts it (or first uses the Software, whichever is earlier) and continues in effect until terminated in accordance with this Section 9. Each Subscription Term is governed by the applicable order, invoice or subscription confirmation.

9.2 Termination by Customer

Customer may cancel its Subscription at any time, with effect from the end of the then-current billing period, through the Software’s account settings or by contacting Provider as described on Provider’s website. Customer may terminate this Agreement for material breach by Provider, on thirty (30) days’ prior written notice, if Provider has failed to cure such breach within such notice period.

9.3 Termination by Provider for Cause

Provider may suspend or terminate Customer’s access to the Software, this Agreement, or any Subscription, immediately upon written notice (which may be by e-mail or in-product notice) if:

• For Subscriptions on tiers other than Enterprise, Customer’s designated payment method fails on a billing, renewal or recurring charge attempt, and at least one automated retry by Provider or Provider’s payment processor also fails to result in successful payment, in which case Provider may terminate or suspend the Subscription without any further notice or cure period;
• For Enterprise Subscriptions, Customer fails to pay any undisputed Fees when due and does not cure such non-payment within at least ten (10) days after written notice, except as otherwise agreed in the applicable order form or separate written agreement;
• Customer materially breaches this Agreement (including, without limitation, the restrictions set out in Section 3.2 or the AI-related obligations set out in Section 4) and either such breach is not capable of being cured or, if capable of cure, Customer fails to cure such breach within fifteen (15) days after written notice;
• Customer’s use of the Software poses a security, legal or reputational risk to Provider or to other customers;
• Customer becomes insolvent, makes a general assignment for the benefit of creditors, or files (or has filed against it) a petition in bankruptcy that is not dismissed within sixty (60) days; or
• Provider is required to do so by applicable law, court order, or by a Subprocessor.

9.4 Termination for Convenience by Provider

Provider may terminate this Agreement, or any Subscription, for any reason on at least thirty (30) days’ prior written notice. In addition, Provider may elect not to renew any Subscription. For the avoidance of doubt, no refund is payable in respect of non-renewal under this Section 9.4. In the event of termination by Provider on notice under this Section 9.4, Provider will refund the pro-rata portion of any pre-paid Fees attributable to the unused portion of the then-current Subscription Term following the effective date of termination.

9.5 Effect of Termination

Upon termination or expiration of this Agreement or any applicable Subscription: (i) all licenses granted to Customer under this Agreement immediately terminate; (ii) Customer must cease all use of the Software; (iii) any amounts due and owing as of the date of termination become immediately due and payable; (iv) Customer may, for a period of up to five (5) days following termination, request export of its Customer Configuration in a format reasonably available within the Software; and (v) Provider will delete or de-identify Customer Content in accordance with the Privacy Policy, subject to applicable backup, archival, legal-hold and operational retention practices.

9.6 Suspension

In addition to its termination rights, Provider may suspend Customer’s access to the Software, in whole or in part, with or without notice, where reasonably necessary to protect the security, integrity or availability of the Software, to comply with applicable law or a Subprocessor’s requirements, to investigate suspected breaches of this Agreement, or to address non-payment. Provider will use reasonable efforts to limit suspension to the extent and duration necessary.

9.7 Survival

Sections 1 (Definitions), 3.2 (Restrictions on Use), 4 (AI-Specific Acknowledgments and Disclaimers), 5 (Intellectual Property Rights), 6 (Customer Content — License to Provider, with respect to licenses that are by their nature continuing), 7 (Treatment of Customer Content), 8 (with respect to amounts accrued before termination), 9.5 (Effect of Termination), 9.7 (Survival), 10 (Warranties and Disclaimers), 11 (Indemnification), 12 (Limitation of Liability), 13 (Confidentiality of Provider Information), 17 (Governing Law and Arbitration) and 18 (General Provisions) survive any termination or expiration of this Agreement.

10. Warranties and Disclaimers

10.1 Limited Provider Warranty

Provider represents and warrants that: (i) Provider has the authority to enter into and perform this Agreement; and (ii) the Software, when used in accordance with the Documentation and this Agreement, will perform in substantial conformity with the Documentation. Customer’s sole and exclusive remedy, and Provider’s entire liability, for any breach of this Section 10.1 shall be that Provider will use commercially reasonable efforts to correct the non-conforming aspect of the Software, or, if Provider determines such correction to be impracticable, terminate the affected Subscription and refund the pro-rata portion of any pre-paid Fees attributable to the unused portion of the Subscription Term.

10.2 Disclaimer

Except as expressly set out in Section 10.1, the Software, the Documentation, and the Output Content are provided “as is” and “as available”, with all faults, and without warranty of any kind. To the maximum extent permitted by applicable law, Provider, its Affiliates, licensors and Subprocessors disclaim all warranties, conditions, representations and undertakings of any kind, whether express, implied, statutory or otherwise, including without limitation any warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, currency, reliability, quiet enjoyment, or any warranties arising out of any course of dealing, performance, usage or trade. Without limiting the foregoing, Provider does not warrant that (i) the Software will be uninterrupted, timely, secure or error-free, (ii) the Software will operate in combination with any particular hardware, software, system or data, (iii) defects will be corrected, (iv) the Output Content will be accurate, complete, current, reliable, suitable for any purpose, or free of errors or hallucinations, (v) the Software will produce any particular result or outcome, or (vi) any Third-Party Materials will continue to be available or function as expected.

10.3 No AI-Output Warranty

Customer expressly acknowledges that no warranty is given, and none should be inferred, in respect of the accuracy, completeness, currency, legal correctness, or fitness for any particular purpose of the Output Content, and that Customer’s sole protection against errors in the Output Content is the verification process described in Section 4.3.

11. Indemnification

11.1 By Customer

Customer shall defend, indemnify and hold harmless Provider, its Affiliates, and their respective officers, directors, employees, agents and Subprocessors (each, an “Indemnified Party”) from and against any and all third-party claims, actions, suits, proceedings, demands, losses, damages, liabilities, judgments, settlements, costs and expenses (including reasonable attorneys’ fees) (“Claims”) arising out of or related to: (i) Customer’s or any End User’s breach of this Agreement (including without limitation the restrictions in Section 3.2 and the representations in Section 6.4); (ii) Customer Content (including any allegation that the Customer Content infringes the rights of, or violates any obligation owed to, a third party); (iii) the Output Content or any use, distribution or reliance on the Output Content by Customer, its End Users, or any third party; (iv) Customer’s violation of any applicable law, regulation, or rule of professional conduct; or (v) any dispute between Customer and any third party (including any client, counterparty, court or regulator) arising in connection with Customer’s use of the Software or Output Content.

11.2 Procedure

Provider will promptly notify Customer of any Claim (provided that any failure or delay in providing notice shall not relieve Customer of its obligations under this Section 11 except to the extent that Customer is materially prejudiced thereby). Customer will have sole control of the defense and settlement of the Claim, provided that Customer may not enter into any settlement that admits fault or liability of an Indemnified Party, imposes any non-monetary obligation on an Indemnified Party, or fails to provide a full release of the Indemnified Party, in each case without Provider’s prior written consent (not to be unreasonably withheld). Provider may participate in the defense of the Claim with counsel of its choice at its own expense.

11.3 Provider Indemnification (Limited)

Provider does not provide any indemnification under this Agreement other than as may be expressly required by mandatory applicable law. Without limiting the foregoing, Provider has no obligation to defend, indemnify or hold harmless Customer in respect of any Claim arising out of or related to the Customer Content, the Output Content, the use of the Software in combination with any product, service or material not provided by Provider, any modification of the Software not made by Provider, or any use of the Software other than in accordance with this Agreement and the Documentation.

12. Limitation of Liability

12.1 Cap on Liability

To the maximum extent permitted by applicable law, the aggregate liability of Provider, its Affiliates, licensors and Subprocessors, arising out of or related to this Agreement, the Software, the Output Content, or any related matter, whether in contract, tort (including negligence), strict liability, breach of statutory duty, indemnity or any other theory of liability, shall not exceed, in the aggregate for all claims, the total amount of Fees actually paid by Customer to Provider under this Agreement during the twelve (12) months immediately preceding the event giving rise to the first such claim, or one thousand US dollars (USD 1000), whichever is less, unless otherwise agreed separately for Enterprise customers.

12.2 Exclusion of Indirect Damages

To the maximum extent permitted by applicable law, in no event shall Provider, its Affiliates, licensors or Subprocessors be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of data, loss of use, business interruption, or cost of substitute goods or services, in each case howsoever caused and under any theory of liability, even if Provider has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy.

12.3 Exceptions

The limitations in Sections 12.1 and 12.2 do not apply to: (i) Customer’s payment obligations; (ii) Customer’s indemnification obligations under Section 11; (iii) Customer’s breach of Sections 3.2 (Restrictions on Use), 5 (Intellectual Property Rights) or 13 (Confidentiality of Provider Information); or (iv) any liability that cannot be excluded or limited by applicable law (including, where applicable, liability for fraud, willful misconduct, gross negligence, or death or personal injury caused by negligence).

12.4 Allocation of Risk

Customer acknowledges that the Fees reflect the allocation of risk set out in this Agreement and that Provider would not enter into this Agreement without these limitations on its liability. Customer further acknowledges that, given the AI-specific risks described in Section 4, the limitations and exclusions in this Section 12 are reasonable and necessary.

13. Confidentiality of Provider’s Information

13.1 Confidential Information

"Provider Confidential Information" means non-public information disclosed or otherwise made available by Provider to Customer in connection with this Agreement that is designated as confidential at the time of disclosure or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including without limitation: (i) the commercial terms of this Agreement (including pricing, discounts and order-specific terms); (ii) the architecture, design, source code, model weights, system prompts, retrieval logic, configuration parameters and other technical details of the Software; (iii) Provider's security practices, infrastructure information and incident-response procedures; (iv) Provider's business plans, roadmap, financial information, customer lists and operational metrics; and (v) any pre-release, beta or evaluation features made available to Customer. For the avoidance of doubt, Provider Confidential Information does not include Customer Content (which is governed exclusively by Section 7) or Feedback (which is governed by Section 5.5).

13.2 Obligations

Customer shall: (i) protect Provider Confidential Information using at least the same degree of care that Customer uses to protect its own confidential information of similar sensitivity, but in no event less than a reasonable degree of care; (ii) use Provider Confidential Information solely for the purpose of exercising Customer's rights and performing its obligations under this Agreement; and (iii) not disclose Provider Confidential Information to any third party except to Customer's employees, contractors and professional advisors who have a bona fide need to know for the purposes of this Agreement and who are bound by written confidentiality obligations no less protective than those in this Section 13. Customer shall be responsible for any breach of this Section 13 by any person to whom it discloses Provider Confidential Information.

13.3 Exclusions

The obligations in this Section 13 do not apply to information that Customer can demonstrate: (i) was already in Customer's lawful possession without confidentiality obligation prior to disclosure by Provider; (ii) is or becomes publicly known through no act or omission of Customer; (iii) was independently developed by Customer without use of or reference to Provider Confidential Information; or (iv) was lawfully obtained by Customer from a third party without restriction.

13.4 Compelled Disclosure

If Customer is required by law, regulation, court order or governmental authority to disclose Provider Confidential Information, Customer shall, where legally permissible, provide reasonable advance notice to Provider so that Provider may seek a protective order or other appropriate remedy, and shall disclose only that portion of Provider Confidential Information that is legally required to be disclosed.

13.5 Term

The obligations in this Section 13 apply during the term of this Agreement and for a period of three (3) years after termination or expiration; provided that Provider Confidential Information that constitutes a trade secret shall remain protected for so long as it remains a trade secret under applicable law.

13.6 Equitable Relief

Customer acknowledges that any breach of this Section 13 may cause Provider irreparable harm for which monetary damages would be inadequate, and that Provider shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity, without the requirement to post a bond.

14. Privacy and Data Protection

14.1 Privacy Policy

Provider’s collection, use and disclosure of personal data in connection with the Software is described in the Privacy Policy (available at https://ideallegal.ai/privacy-policy or such other URL as Provider may designate from time to time), which is incorporated into this Agreement by reference. Customer is responsible for ensuring that its End Users are made aware of, and (where required by applicable law) consent to, the processing of their personal data as described in the Privacy Policy.

14.2 Customer Obligations

To the extent that Customer Content includes personal data, Customer is solely responsible for: (i) determining the lawful basis for processing such personal data; (ii) providing all required notices to data subjects; (iii) obtaining all required consents; (iv) responding to data-subject requests under applicable law; and (v) ensuring that the upload of such personal data to the Software is permissible under applicable law and any obligations owed to third parties (including, without limitation, attorney-client privilege and professional secrecy).

14.3 Data Processing Addendum

Where the parties agree that a Data Processing Addendum (“DPA”) is required to comply with applicable data-protection law, the parties shall negotiate and execute such DPA in good faith. Absent an executed DPA, the processing of personal data is governed by this Agreement and the Privacy Policy.

15. Compliance with Laws; Export Controls; Sanctions

Each Party shall comply with all laws and regulations applicable to its performance under this Agreement, including without limitation laws relating to anti-corruption, anti-money laundering, data protection, export control and economic sanctions. Customer represents and warrants that it is not located in, and is not a national or resident of, any jurisdiction subject to comprehensive economic sanctions, and that it is not on any list of restricted, denied or sanctioned parties maintained by the United States, the European Union, the United Kingdom, the United Nations or any other relevant authority.

16. Changes to This Agreement

Provider may modify this Agreement from time to time. The modified Agreement will be effective upon the earlier of: (i) thirty (30) days after Provider posts the modified Agreement on its website or otherwise makes it available to Customer (such as by e-mail or in-product notice); or (ii) Customer’s acceptance of the modified Agreement (whether by clicking “I accept” or by continuing to use the Software after notice of the change). Modifications that are required by law, that relate to new features, or that are otherwise favorable to Customer, may take effect immediately. If Customer does not agree to a modification, Customer’s sole remedy is to cancel the Subscription in accordance with Section 9.2 before the modification takes effect.

17. Governing Law and Dispute Resolution

17.1 Governing Law

This Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed by, and construed in accordance with, the substantive laws of England and Wales, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2 Arbitration

Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof (a “Dispute”), shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce (“SCC”). The seat of arbitration shall be Stockholm, Sweden. The arbitral tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English. The arbitral award shall be final and binding on the Parties.

17.3 Informal Resolution

Before initiating arbitration, the Parties shall first attempt in good faith to resolve any Dispute through informal discussions, by sending written notice to the other Party and engaging in good-faith negotiations for a period of at least sixty (60) days. The foregoing does not prevent either Party from seeking interim or injunctive relief from a court of competent jurisdiction in respect of intellectual property infringement, breach of confidentiality, or other matters where such relief is necessary to prevent irreparable harm.

17.4 Consumer Rights

Nothing in this Section 17 limits any non-waivable rights that Customer may have, as a consumer under applicable law, to bring proceedings in the courts of Customer’s place of residence, or to be subject to the law of such place, where such rights are mandatorily applicable.

18. General Provisions

18.1 Entire Agreement; Order of Precedence

This Agreement, together with the Terms of Use, the Privacy Policy, any applicable order, invoice or subscription confirmation, and any DPA executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, communications and proposals (whether oral or written). In the event of a conflict between the documents, the following order of precedence applies (in descending order): (i) any DPA executed by the Parties; (ii) any executed order or signed addendum; (iii) this Agreement; (iv) the Terms of Use; (v) the Privacy Policy; and (vi) the Documentation.

18.2 Independent Contractors

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary or employment relationship between the Parties. Neither Party has authority to bind the other or to create any obligation on behalf of the other.

18.3 Assignment

Customer may not assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without Provider’s prior written consent; any attempted assignment in violation of this Section is void. Provider may assign this Agreement in whole or in part, including without limitation to an Affiliate or in connection with a merger, acquisition, reorganization or sale of all or substantially all of Provider’s assets. Subject to the foregoing, this Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns.

18.4 Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any jurisdiction, such provision shall be modified to the minimum extent necessary to be valid and enforceable, or, if it cannot be so modified, shall be severed, and the remainder of this Agreement shall remain in full force and effect.

18.5 Waiver

No failure or delay by a Party in exercising any right under this Agreement shall constitute a waiver of that right. No waiver shall be effective unless in writing and signed by the waiving Party.

18.6 Notices

Notices to Provider shall be sent to the address or e-mail set out on Provider’s website (or as otherwise designated by Provider). Notices to Customer may be sent by e-mail to the address associated with Customer’s account, by in-product notice, or to the address provided by Customer at registration. Notices are deemed received upon delivery (for in-person delivery), upon transmission (for e-mail or in-product notice), or upon delivery confirmation (for courier or registered mail).

18.7 Force Majeure

Neither Party shall be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including without limitation acts of God, war, terrorism, civil unrest, pandemic, governmental action, labor disputes, internet or telecommunications failures, denial-of-service attacks, or failures of Subprocessors. The affected Party shall use reasonable efforts to mitigate the effect of the force majeure event and shall resume performance as soon as reasonably practicable.

18.8 No Third-Party Beneficiaries

This Agreement is for the benefit of the Parties only and does not confer any rights or remedies on any third party, except that Provider’s Affiliates, licensors and Subprocessors are intended third-party beneficiaries of the disclaimers, limitations of liability and indemnities set out in this Agreement, and may enforce them directly.

18.9 Counterparts; Electronic Acceptance

This Agreement may be executed in counterparts (including by electronic signature or by clicking “I accept”), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. The Parties agree that electronic acceptance has the same legal force as a handwritten signature.

18.10 Construction

Headings are for convenience only and do not affect the interpretation of this Agreement. The words “including”, “include”, “such as” and similar terms shall be deemed to be followed by the words “without limitation”. References to “days” mean calendar days unless otherwise specified. This Agreement is in the English language only; any translation is for convenience only and shall not affect interpretation. No rule of construction against the drafter shall apply.

18.11 Publicity

Provider may identify Customer as a customer and use Customer’s name and logo in Provider’s customer lists, website, marketing and similar materials, in a manner consistent with Customer’s brand guidelines (where provided). Customer may revoke this permission by written notice to Provider, in which case Provider will cease such use within a reasonable period.

Acceptance

By clicking “I accept”, by signing an order or invoice that references this Agreement, or by accessing or using the Software, the Customer acknowledges that it has read, understood, and agrees to be bound by this Agreement

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