Terms of Service

These Terms of Service (the "Agreement") are a contract between [company legal name] ("Provider", "we") and the firm or other business that accepts them ("Customer", "you"). They cover your use of Zrico, a private AI workspace for law firms, accounting firms and insurance brokers.

The person who accepts these terms must have authority to bind the firm. You accept them by clicking to agree when you create a workspace or by using the Product. Zrico is for business use only. It is not offered to consumers.

The Key Terms below fill in the business details. The Acceptable Use Policy (/legal/acceptable-use) and the Data Processing Agreement (/legal/dpa) are part of this Agreement.

Free trial and automatic renewal, in plain English

• 30-day free trial. A card is required to start. Nothing is charged during the trial.
• First charge on day 31. Unless you cancel before the trial ends, we charge $39 per seat per month (5-seat minimum), plus any tax, on the day after the trial ends. Before you sign up, and in the email we send when the trial starts, we show the exact date and amount of that first charge.
• Renews automatically every month until you cancel. Each month is charged in advance to the card on file.
• Cancel online any time at https://app.zrico.com/billing ("Cancel subscription"), or by email to support@zrico.com. Canceling takes the same few clicks as signing up.
• Cancel during the trial and you pay nothing. Your workspace keeps working until the trial end date. It is then suspended, and you have 30 days to export before it is deleted.
• Cancel after the trial and the cancellation takes effect at the end of the paid month. There is no refund for the rest of that month.
• We will email you when the trial starts, 3 days before the trial ends and the first charge, and when the first charge is made.

The full terms are in Sections 4 and 5 below.

Key Terms

Term	Value
Provider	[company legal name], [company address]
Customer	The firm or business named on the account that accepts these terms
Cloud Service	Zrico: a private, isolated AI chat and document workspace for the Customer's firm at https://{slug}.zrico.app, plus the account dashboard at https://app.zrico.com
Permitted use	Internal business use by the Customer's personnel
Fees	$39 (US dollars) per seat per month, plus applicable taxes
Minimum	5 seats
Payment Process	Automatic payment. Charged monthly in advance to the card on file through our payment processor, Square, starting on the first day after the Trial Period ends. Payment is due when charged.
Seat changes	Increases take effect at once and are charged a prorated amount at once. Decreases take effect at the start of the next monthly cycle.
Included AI usage	During the Trial Period: $5 of AI model cost per seat for the whole trial, pooled across the firm. After the first paid charge: $20 of AI model cost per seat per month, pooled across the firm. When the pool is used up, AI replies pause as described in Section 4.8.
Free trial	30 days, starting when Customer creates its workspace. A card is required at signup. Nothing is charged during the Trial Period. See Section 4.10.
First charge	On the first day after the Trial Period ends (day 31): the number of seats on the account (at least 5) times $39, plus applicable taxes, unless Customer cancels before the Trial Period ends
Subscription Period	One month, starting on the first charge. Renews automatically each month until canceled.
Non-Renewal Notice Date	Any time before the Trial Period ends (to avoid the first charge) or before the next monthly charge. Cancel online at https://app.zrico.com/billing ("Cancel subscription") or by email to support@zrico.com.
Technical Support	Email support at support@zrico.com Monday to Friday, 9 a.m. to 5 p.m. US Eastern Time, except US federal holidays. We aim to reply within one business day. Service status at https://status.zrico.com. No uptime commitment or service credits.
Prohibited Data	See Section 3.2
General Cap Amount	The Fees paid or payable by Customer under this Agreement in the 12 months before the event giving rise to the claim
Increased Claims and Increased Cap Amount	None
Unlimited Claims	None, except as Applicable Laws require
Provider Covered Claims	Any claim by a third party that the Cloud Service, as provided by Provider and used as permitted by this Agreement, infringes or misappropriates that party's intellectual property rights. This does not include AI-generated output or third-party AI models.
Customer Covered Claims	Any claim by a third party arising from Customer Content, or from Customer's or its Users' use of the Product in breach of this Agreement or the Acceptable Use Policy
Governing Law	The laws of [governing law]
Chosen Courts	The state or federal courts located in [venue]
Notice Address (Provider)	support@zrico.com, with a copy by mail to [company address]
Notice Address (Customer)	The email address of the workspace owner on the account
Effective Date	The date Customer accepts these terms

1. Service

1.1 Access and Use. During the Subscription Period and subject to this Agreement, Customer may (a) access and use the Cloud Service; and (b) copy and use the included Software and Documentation only as needed to access and use the Cloud Service, in each case for its internal business purposes.

1.2 Support. During the Subscription Period, Provider will provide Technical Support as described in the Key Terms.

1.3 User Accounts. Customer is responsible for all actions on Users' accounts and for all Users' compliance with this Agreement. Customer decides who is invited to the workspace and what role each person has. At launch, Users sign in by email invitation. There is no self-signup. Two-factor authentication is offered to every workspace User, and is required for owners and admins of the dashboard. Provider may later offer sign-in with Microsoft 365 (Microsoft Entra ID) as an optional feature. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Provider if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.

1.4 Feedback and Usage Data. Customer may, but is not required to, give Provider Feedback, in which case Customer gives Feedback "AS IS". Provider may use all Feedback freely without any restriction or obligation. In addition, Provider may collect and analyze Usage Data, and Provider may use Usage Data to maintain, improve, and support Provider's products and services. Usage Data does not include the content of prompts, AI responses, or files. Provider may only disclose Usage Data to others if the Usage Data is aggregated and does not identify Customer or Users.

1.5 Customer Content. Provider may copy, display, modify, and use Customer Content only as needed to provide and maintain the Product. This includes sending prompts and files to the AI model providers that generate responses. Customer is responsible for the accuracy and content of Customer Content.

1.6 No Model Training. Provider will not use Customer Content to develop, train, or improve any artificial intelligence or machine learning model. Provider uses AI model providers only through paid business API accounts whose terms do not allow those providers to train their models on Customer Content. AI model providers may keep Customer Content for a limited time for abuse and safety monitoring, or longer where the law requires, as described in the DPA.

1.7 AI Output. The Product uses third-party AI models to generate text and other output ("Output"). Customer acknowledges that:

• Output can be wrong, incomplete, out of date, or entirely made up, including citations, case law, statutes, figures, and quotations that do not exist.
• AI features are not human and are not a substitute for human judgment or professional oversight.
• Output is not legal, tax, accounting, insurance, or other professional advice from Provider.
• Customer must have a qualified person review and verify all Output before it is relied on, filed, sent to a client, or used in any decision.

As between the parties, Customer owns Output to the extent the law allows. Similar prompts may produce similar Output for others.

1.8 Professional Responsibility. Customer is solely responsible for how it and its Users use the Product in their professional work. This includes:

• supervising Users and reviewing all Output;
• meeting its own professional, ethical, and regulatory duties, for example ABA Formal Opinion 512 and applicable state bar rules for lawyers, and Internal Revenue Code section 7216 and its regulations for tax return preparers;
• deciding whether to tell clients that AI is used and getting any client consent that is required before client information is entered into the Product; and
• following any engagement terms, court rules, or carrier and regulator requirements that apply to its work.

Provider does not monitor Customer's work for compliance with these duties.

1.9 AI Provider Policies. The Product sends Customer Content to third-party AI model providers, currently Anthropic (directly and through Amazon Web Services Bedrock) and OpenAI. Customer and its Users must follow the usage policies of those providers that apply to the models they use, as those policies change from time to time. These include requirements for certain high-risk uses, such as legal, financial, and insurance matters, that a qualified professional review Output and that AI use be disclosed where required. The Acceptable Use Policy summarizes these requirements and links to the current policies. A violation of a provider's usage policy is a violation of this Agreement.

1.10 Changes to the Product. Provider may change the AI models available in the Product, and the features of the Product, from time to time. Provider will not materially reduce the general functionality of the Cloud Service during a Subscription Period, as stated in Section 6.3.

2. Restrictions & Obligations

2.1 Restrictions on Customer.

(a) Except as expressly permitted by this Agreement, Customer will not (and will not allow anyone else to): (i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Product (except to the extent Applicable Laws prohibit this restriction); (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow anyone other than its Users to access or use the Product; (iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the Product; (v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Product; (vi) access accounts, information, data, or portions of the Product to which Customer does not have explicit authorization; (vii) use the Product to develop a competing service or product; (viii) use the Product with any High Risk Activities or with any activity prohibited by Applicable Laws; (ix) use the Product to obtain unauthorized access to anyone else's networks or equipment; (x) upload, submit, or otherwise make available to the Product any Customer Content to which Customer and Users do not have the proper rights; (xi) use the Product in violation of the Acceptable Use Policy; or (xii) use the Product to create, send, or store communications that must be retained under broker-dealer or registered investment adviser recordkeeping rules (for example, SEC Rule 17a-4 or FINRA rules). The Product does not provide a compliant archive for those communications.

(b) Use of the Product must comply with all Documentation and Use Limitations, including the file types and limits shown in the Product.

(c) Security researchers who find a vulnerability should report it to security@zrico.com and not test it further against live workspaces.

2.2 Suspension. Provider may temporarily suspend Customer's access to the Product if Customer (a) has a payment that remains unpaid 7 days after a failed charge, as described in Section 4.7; (b) breaches Section 2.1 (Restrictions on Customer); or (c) uses the Product in violation of the Agreement or in a way that materially and negatively impacts the Product or others. Provider will try to inform Customer before suspending Customer's account when practical. Provider will reinstate Customer's access to the Product once Customer resolves the underlying issue. Suspension does not delete Customer Content.

3. Privacy & Security

3.1 Personal Data. The Data Processing Agreement at /legal/dpa ("DPA") is part of this Agreement and applies to Personal Data in Customer Content. Each party will comply with its obligations in the DPA. The DPA controls each party's rights and obligations as to Personal Data, and the DPA controls if it conflicts with this Agreement. A summary of Provider's security practices is at /legal/security.

3.2 Prohibited Data. Customer will not (and will not allow anyone else to) submit Prohibited Data to the Product. "Prohibited Data" means:

(a) protected health information regulated by the Health Insurance Portability and Accountability Act (HIPAA). Provider does not sign business associate agreements, and its AI providers are not under a business associate agreement for the Product; This includes health information Customer handles as a business associate of a HIPAA covered entity. Medical records that a client gives Customer for its own matter (for example, in a personal-injury case), where Customer is not acting for a covered entity, are not Prohibited Data under this item, but Customer must keep them to what the matter needs;

(b) payment card numbers and card security codes; and

(c) any data that Applicable Laws prohibit Customer from sharing with Provider or with AI model providers.

Customer is responsible for limiting other sensitive information, such as Social Security numbers, financial account numbers, and health information that is not regulated by HIPAA, to what is necessary for its work, and for any consents or disclosures that apply to it.

3.3 Retention Settings. Customer may choose how long chats are kept in its workspace (keep, 30, 90, or 365 days). Customer is responsible for choosing a setting that meets its own record-keeping and legal hold duties.

4. Payment & Taxes

4.1 Fees. All Fees are in U.S. dollars and are exclusive of taxes. No Fees are charged during the Trial Period (Section 4.10). Except for the prorated refund of prepaid Fees allowed with specific termination rights given in this Agreement, Fees are non-refundable, including for partial months, unused seats, and unused AI usage.

4.2 Seats. Customer pays for the number of seats on its account, never fewer than 5. Customer may add seats at any time. Added seats are available at once, and Provider charges a prorated amount for the rest of the current monthly cycle at the time of the change. Customer may remove seats at any time, and the lower seat count takes effect at the start of the next monthly cycle. No refund or credit is given for seats removed during a cycle. During the Trial Period, seat changes are not charged. The first charge is based on the number of seats on the account when the Trial Period ends, never fewer than 5.

4.3 Automatic Payment. Provider will automatically charge the payment method on file for Fees according to the Payment Process, monthly in advance, starting on the first day after the Trial Period ends, and Customer authorizes all such charges as described in Section 4.11. Payments are processed by Square. Provider will make Customer's billing history available in the dashboard.

4.4 Taxes. Customer is responsible for all duties, taxes, and levies that apply to Fees, including sales, use, VAT, GST, or withholding, that Provider itemizes and includes in a charge. However, Customer is not responsible for Provider's income taxes.

4.5 Payment. Customer will pay Provider Fees and taxes in U.S. dollars according to the Payment Process.

4.6 Payment Dispute. If Customer has a good-faith disagreement about the Fees charged, Customer must notify Provider about the dispute within 30 days of the charge, and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days. If no resolution is agreed, each party may pursue any remedies available under the Agreement or Applicable Laws.

4.7 Failed Payments. If a charge fails, Provider will email the workspace owner and Customer should update its payment method. If the amount is still unpaid 7 days after the failed charge, Provider may suspend the workspace under Section 2.2. When the payment succeeds, Provider will restore access.

4.8 Included AI Usage. Each monthly Fee includes AI model usage up to $20 of model cost per seat per month, measured at Provider's cost and pooled across the firm. When the firm's pool is used up, AI replies pause until the 1st of the next month or until Customer adds seats. During the Trial Period, the included AI usage is $5 of model cost per seat for the whole trial, measured and pooled the same way. When the trial pool is used up, AI replies pause until the Trial Period ends and the first paid month begins, or until Customer adds seats. Unused usage does not carry over and has no cash value. Provider may set reasonable rate limits to protect the Service.

4.9 Price Changes. Provider may change the Fees or the included AI usage by giving at least 30 days' notice by email. The change takes effect at the first renewal after the notice period ends. If Customer does not agree, Customer may cancel before then.

4.10 Free Trial. A new workspace starts with a free trial of 30 days (the "Trial Period"). Customer must add a valid payment card at signup. Provider does not charge any Fees during the Trial Period. Unless Customer cancels before the Trial Period ends, Provider will charge the first monthly Fee (the number of seats on the account, never fewer than 5, times $39, plus applicable taxes) on the first day after the Trial Period ends, and the paid subscription will then renew automatically each month as described in Section 5.1. If Customer cancels during the Trial Period, Provider will not charge any Fees, the workspace stays usable until the end of the Trial Period, and Section 5.5 then applies. Each firm, payment card and owner or billing email address may use one free trial only; Provider may decline a trial that reuses them. All other terms of this Agreement apply during the Trial Period, and references in Sections 1 and 6 to the Subscription Period include the Trial Period.

4.11 Automatic Renewal Disclosures and Consent.

(a) Before signup. Before Customer submits its payment card, Provider will clearly and conspicuously show, near the button that starts the trial: the Fees and minimum seats; that the trial is free for 30 days and that Fees are charged automatically after it ends; the date and amount of the first charge; that the subscription renews automatically each month until canceled; and how to cancel.

(b) Affirmative consent. Provider will start the trial and charge the card only after Customer affirmatively agrees to these automatic renewal terms, for example by checking an unchecked box or clicking a button that states that Customer agrees to them.

(c) Acknowledgment. When the trial starts, Provider will email the workspace owner an acknowledgment, in a form Customer can keep, that states the automatic renewal terms, the Fees, the date and amount of the first charge, and how to cancel, including the link to cancel online.

(d) Reminder before the first charge. At least 3 days before the Trial Period ends, Provider will email the workspace owner a reminder that states the date and amount of the first charge, that the subscription will then renew monthly until canceled, and how to cancel.

(e) Confirmation. After the first charge, Provider will email the workspace owner a receipt that confirms the charge and how to cancel. Provider will also notify Customer of any material change to the automatic renewal terms before the change takes effect, as described in Sections 4.9 and 12.2.

(f) Cancellation method. Customer may cancel online at any time at https://app.zrico.com/billing by selecting "Cancel subscription", without calling or contacting anyone. Canceling online is at least as easy as signing up. Customer may also cancel by email to support@zrico.com. Provider will confirm each cancellation in the dashboard right away, and by email when the cancellation takes effect.

5. Term & Termination

5.1 Term and Renewal. This Agreement starts on the Effective Date, continues through the Trial Period and then the first paid Subscription Period, and automatically renews for additional monthly Subscription Periods unless Customer cancels or either party gives notice of non-renewal before the Non-Renewal Notice Date.

5.2 Cancellation by Customer. Customer may cancel at any time online at https://app.zrico.com/billing ("Cancel subscription") or by email to support@zrico.com, as described in Section 4.11(f). If Customer cancels during the Trial Period, no Fees are charged and cancellation takes effect at the end of the Trial Period. Otherwise, cancellation takes effect at the end of the current paid monthly period. Until then, the workspace keeps working and Customer may undo the cancellation in the dashboard. When cancellation takes effect, the workspace is suspended and Users can no longer sign in. Prepaid Fees are not refunded.

5.3 Termination. Either party may terminate this Agreement immediately:

(a) if the other party fails to cure a material breach of this Agreement following 30 days' notice; or

(b) upon notice if the other party (i) materially breaches this Agreement in a manner that cannot be cured; (ii) dissolves or stops conducting business without a successor; (iii) makes an assignment for the benefit of creditors; or (iv) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.

5.4 Force Majeure. Either party may terminate this Agreement upon notice if a Force Majeure Event prevents the Product from materially operating for 30 or more consecutive days. Provider will pay to Customer a prorated refund of any prepaid Fees for the remainder of the Subscription Period. A Force Majeure Event does not excuse Customer's obligation to pay Fees accrued prior to termination.

5.5 Effect of Termination. Upon any expiration, cancellation, or termination:

(a) Customer will no longer have any right to use the Product, and the workspace is suspended.

(b) For 30 days after the workspace is suspended, Provider will keep Customer Content and will offer the workspace owner, by email, an export of Customer Content. After those 30 days, Provider will delete the workspace and Customer Content from its live systems.

(c) Deleted data may remain in Provider's encrypted backups until the backups age out under Provider's backup schedule, which can take up to about 12 months. Provider does not restore deleted data from backups for any other purpose, except as required by Applicable Laws, and the confidentiality and security terms of this Agreement continue to apply while it remains.

(d) Each Recipient will return or destroy Discloser's Confidential Information in its possession or control, subject to Section 5.6(b).

(e) Provider will charge any outstanding Fees accrued before termination and Customer will pay them according to Section 4 (Payment & Taxes).

5.6 Survival.

(a) The following sections will survive expiration or termination of the Agreement: Section 1.4 (Feedback and Usage Data), Section 1.7 (AI Output), Section 1.8 (Professional Responsibility), Section 2.1 (Restrictions on Customer), Section 4 (Payment & Taxes) for Fees accrued or payable before expiration or termination, Section 5.5 (Effect of Termination), Section 5.6 (Survival), Section 6 (Representations & Warranties), Section 7 (Disclaimer of Warranties), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10 (Confidentiality), Section 11 (Reservation of Rights), Section 12 (General Terms), Section 13 (Definitions), and the Key Terms referenced by these sections.

(b) Each Recipient may retain Discloser's Confidential Information in accordance with its standard backup or record retention policies maintained in the ordinary course of business or as required by Applicable Laws, in which case Section 3 (Privacy & Security) and Section 10 (Confidentiality) will continue to apply to retained Confidential Information.

6. Representations & Warranties

6.1 Mutual. Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; and (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement.

6.2 From Customer. Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights, consents, and authorizations necessary to submit or make available Customer Content to the Product and to allow the use of Customer Content as described in the Agreement, including sending it to AI model providers.

6.3 From Provider. Provider represents and warrants to Customer that it will not materially reduce the general functionality of the Cloud Service during the Subscription Period.

6.4 Provider Warranty Remedy. If Provider breaches the warranty in Section 6.3, Customer must give Provider notice (with enough detail for Provider to understand or replicate the issue) within 45 days of discovering the issue. Within 45 days of receiving sufficient details of the warranty issue, Provider will attempt to restore the general functionality of the Cloud Service. If Provider cannot resolve the issue, Customer may terminate this Agreement and Provider will pay to Customer a prorated refund of prepaid Fees for the remainder of the Subscription Period. Provider's restoration obligation, and Customer's termination right, are Customer's only remedies if Provider does not meet the warranty in Section 6.3.

7. Disclaimer of Warranties

Provider makes no guarantees that the Product will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. Provider makes no guarantee that any Output will be accurate, complete, current, or suitable for any purpose. The warranties in Section 6 (Representations & Warranties) do not apply to any misuse or unauthorized modification of the Product, nor to any product or service provided by anyone other than Provider, including third-party AI models. Except for the warranties in Section 6, Provider and Customer each disclaim all other warranties and conditions, whether express or implied, including the implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.

8. Limitation of Liability

8.1 Liability Caps.

(a) Except as provided in Section 8.4 (Exceptions), each party's total cumulative liability for all claims arising out of or relating to this Agreement will not be more than the General Cap Amount.

(b) If there are Increased Claims, each party's total cumulative liability for all Increased Claims arising out of or relating to this Agreement will not be more than the Increased Cap Amount.

8.2 Damages Waiver. Except as provided in Section 8.4 (Exceptions), under no circumstances will either party be liable to the other for lost profits or revenues (whether direct or indirect), or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the party is informed of the possibility of this type of damage in advance. This includes damages arising from reliance on Output, such as missed deadlines, malpractice claims, or penalties.

8.3 Applicability. The limitations and waivers contained in Sections 8.1 (Liability Caps) and 8.2 (Damages Waiver) apply to all liability, whether in tort (including negligence), contract, breach of statutory duty, or otherwise.

8.4 Exceptions. The liability cap in Section 8.1(a) does not apply to any Increased Claims. Section 8.1 (Liability Caps) does not apply to any Unlimited Claims. Section 8.2 (Damages Waiver) does not apply to any Increased Claims or a breach of Section 10 (Confidentiality). Nothing in this Agreement will limit, exclude, or restrict a party's liability to the extent prohibited by Applicable Laws. Section 8 does not limit Customer's obligation to pay Fees.

9. Indemnification

9.1 Protection by Provider. Provider will indemnify, defend, and hold harmless Customer from and against all Provider Covered Claims made by someone other than Customer, Customer's Affiliates, or Users, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees and other legal expenses, that arise from the Provider Covered Claims.

9.2 Protection by Customer. Customer will indemnify, defend, and hold harmless Provider from and against all Customer Covered Claims made by someone other than Provider or its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees and other legal expenses, that arise from the Customer Covered Claims.

9.3 Procedure. The Indemnifying Party's obligations in this section are contingent upon the Protected Party: (a) promptly notifying the Indemnifying Party of each Covered Claim for which it seeks protection; (b) providing reasonable assistance to the Indemnifying Party at the Indemnifying Party's expense; and (c) giving the Indemnifying Party sole control over the defense and settlement of each Covered Claim. A Protected Party may participate in a Covered Claim for which it seeks protection with its own attorneys only at its own expense. The Indemnifying Party may not agree to any settlement of a Covered Claim that contains an admission of fault or otherwise materially and adversely impacts the Protected Party without the prior written consent of the Protected Party.

9.4 Changes to Product. If required by settlement or court order, or if deemed reasonably necessary in response to a Provider Covered Claim, Provider may: (a) obtain the right for Customer to continue using the Product; (b) replace or modify the affected component of the Product without materially reducing the general functionality of the Product; or (c) if neither (a) nor (b) are reasonable, terminate this Agreement and issue a prorated refund of prepaid Fees for the remainder of the Subscription Period.

9.5 Exclusions.

(a) Provider's obligations as an Indemnifying Party will not apply to Provider Covered Claims that result from (i) modifications to the Product that were not authorized by Provider or that were made in compliance with Customer's instructions; (ii) unauthorized use of the Product, including use in violation of this Agreement; (iii) use of the Product in combination with items not provided by Provider; (iv) use of an old version of the Product where a newer release would avoid the Provider Covered Claim; or (v) Customer Content or Output.

(b) Customer's obligations as an Indemnifying Party will not apply to Customer Covered Claims that result from Provider's unauthorized use of the Customer Content, including use in violation of this Agreement.

9.6 Exclusive Remedy. This Section 9 (Indemnification), together with any termination rights, describes each Protected Party's exclusive remedy and each Indemnifying Party's entire liability for a Covered Claim.

10. Confidentiality

10.1 Non-Use and Non-Disclosure. Except as otherwise authorized in the Agreement or as needed to fulfill its obligations or exercise its rights under this Agreement, Recipient will not (a) use Discloser's Confidential Information; nor (b) disclose Discloser's Confidential Information to anyone else. In addition, Recipient will protect Discloser's Confidential Information using at least the same protections Recipient uses for its own similar information but no less than a reasonable standard of care.

10.2 Exclusions. Confidential Information does not include information that (a) Recipient knew without any obligation of confidentiality before disclosure by Discloser; (b) is or becomes publicly known and generally available through no fault of Recipient; (c) Recipient receives under no obligation of confidentiality from someone else who is authorized to make the disclosure; or (d) Recipient independently developed without use of or reference to Discloser's Confidential Information.

10.3 Required Disclosures. Recipient may disclose Discloser's Confidential Information to the extent required by Applicable Laws if, unless prohibited by Applicable Laws, Recipient provides Discloser reasonable advance notice of the required disclosure and reasonably cooperates, at Discloser's expense, with Discloser's efforts to obtain confidential treatment for the Confidential Information.

10.4 Permitted Disclosures. Recipient may disclose Discloser's Confidential Information to Users, employees, advisors, contractors, subprocessors, and representatives who each have a need to know the Confidential Information, but only if the person or entity is bound by confidentiality obligations at least as protective as those in this Section 10 (or, for AI model providers and other subprocessors, by the data protection terms described in the DPA), and Recipient remains responsible for everyone's compliance with the terms of this Section 10.

11. Reservation of Rights

Except for the limited license to copy and use Software and Documentation in Section 1.1 (Access and Use), Provider retains all right, title, and interest in and to the Product, whether developed before or after the Effective Date. Except for the limited rights in Section 1.5 (Customer Content), Customer retains all right, title, and interest in and to the Customer Content.

12. General Terms

12.1 Entire Agreement. This Agreement, including the Key Terms, the Acceptable Use Policy, and the DPA, is the only agreement between the parties about its subject and supersedes all prior or contemporaneous statements (whether in writing or not) about its subject. Provider expressly rejects any terms included in Customer's purchase order or similar document, which may only be used for accounting or administrative purposes. No terms or conditions in any Customer documentation or online vendor portal will apply to Customer's use of the Product unless expressly agreed to in a legally binding written agreement signed by an authorized Provider representative, regardless of what such terms may say.

12.2 Modifications, Severability, and Waiver. Provider may update this Agreement, the Acceptable Use Policy, or the DPA by posting the new version and emailing the workspace owner at least 30 days before the change takes effect. Changes required by law, or by an AI model provider's policies, may take effect sooner. If Customer does not agree to a change, Customer may cancel before it takes effect. Continued use after the effective date means Customer accepts the change. Any other waiver, modification, or change to the Agreement must be in writing and signed or electronically accepted by each party. If any term of this Agreement is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms of this Agreement will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right in this Agreement will not constitute a waiver by that party of the term, option, or right.

12.3 Governing Law and Chosen Courts. The Governing Law will govern all interpretations and disputes about this Agreement, without regard to its conflict of laws provisions. The parties will bring any legal suit, action, or proceeding about this Agreement in the Chosen Courts and each party irrevocably submits to the exclusive jurisdiction of the Chosen Courts.

12.4 Injunctive Relief. Despite Section 12.3 (Governing Law and Chosen Courts), a breach of Section 10 (Confidentiality) or the violation of a party's intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. As a result, upon the actual or threatened breach of Section 10 (Confidentiality) or violation of a party's intellectual property rights, the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.

12.5 Non-Exhaustive Remedies. Except where the Agreement provides for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a party.

12.6 Assignment. Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates. Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

12.7 Beta Products. If Provider gives Customer access to a Beta Product (for example, a feature marked "beta" or "coming soon" that is offered early), the Beta Product is provided "AS IS" and Section 6.3 does not apply to it. Customer acknowledges that Beta Products are experimental in nature and may be modified or removed at Provider's discretion with or without notice.

12.8 Publicity. Provider will not use Customer's name or logo in marketing without Customer's prior written permission.

12.9 Notices. Any notice, request, or approval about the Agreement must be in writing and sent to the Notice Address. Notices will be deemed given (a) upon confirmed delivery if by email, registered or certified mail, or personal delivery; or (b) two days after mailing if by overnight commercial delivery. Customer must keep the workspace owner's email address current.

12.10 Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.

12.11 No Third-Party Beneficiary. There are no third-party beneficiaries of this Agreement.

12.12 Force Majeure. Neither party will be liable for a delay or failure to perform its obligations of this Agreement if caused by a Force Majeure Event. However, this section does not excuse Customer's obligations to pay Fees.

12.13 Export Controls. Customer may not remove or export from the United States or allow the export or re-export of the Product or any related technology or materials in violation of any restrictions, laws, or regulations of the United States Department of Commerce, OFAC, or any other United States or foreign agency or authority. Customer represents and warrants that it is not (a) a resident or national of an Embargoed Country; (b) an entity organized under the laws of an Embargoed Country; (c) designated on any list of prohibited, restricted, or sanctioned parties maintained by the U.S. government or agencies or other applicable governments or agencies, including OFAC's Specially Designated Nationals and Blocked Persons List and the UN Security Council Consolidated List; nor (d) 50% or more owned by any party designated on any of the above lists. Provider may terminate this Agreement immediately without notice or liability to comply, as determined in Provider's sole discretion, with applicable export controls and sanctions laws and regulations.

12.14 Government Rights. The Cloud Service and Software are deemed "commercial items" or "commercial computer software" according to FAR section 12.212 and DFAR section 227.7202, and the Documentation is "commercial computer software documentation" according to DFAR section 252.227-7014(a)(1) and (5). Any use, modification, reproduction, release, performance, display, or disclosure of the Product by the U.S. Government will be governed solely by the terms of this Agreement and all other use is prohibited.

12.15 Anti-Bribery. Neither party will take any action that would be a violation of any Applicable Laws that prohibit the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist Provider or Customer in retaining or obtaining business. Examples of these kinds of laws include the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.

12.16 Titles and Interpretation. Section titles are for convenience and reference only. All uses of "including" and similar phrases are non-exhaustive and without limitation. The United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply to this Agreement.

12.17 Electronic Acceptance. This Agreement may be accepted electronically, including by clicking to agree. Electronic acceptance has the same effect as a signature.

13. Definitions

13.1 Defining Variables. Capitalized terms used in the Key Terms have the meanings given there. If the Key Terms do not define a term, the default meaning will be "none" or "not applicable" and the correlating clause, sentence, or section does not apply.

• "Acceptable Use Policy" means Provider's acceptable use policy at /legal/acceptable-use, as updated under Section 12.2.
• "Affiliate" means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest.
• "Applicable Data Protection Laws" means the Applicable Laws that govern how the Cloud Service may process or use an individual's personal information, personal data, personally identifiable information, or other similar term.
• "Applicable Laws" means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern Provider or Customer.
• "Beta Product" means an early or prerelease feature or version of the Product that is identified as beta or similar, or a version of the Product that is not generally available.
• "Cloud Service" means the product described in the Key Terms.
• "Confidential Information" means information in any form disclosed by or on behalf of a Discloser, including before the Effective Date, to a Recipient in connection with this Agreement that (a) the Discloser identifies as "confidential", "proprietary", or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Customer's Confidential Information includes non-public Customer Content and Output. Provider's Confidential Information includes non-public information about the Product.
• "Covered Claim" means either a Provider Covered Claim or Customer Covered Claim.
• "Customer Content" means data, information, or materials submitted by or on behalf of Customer or Users to the Product, including prompts and uploaded files, and the Output generated for them, but excludes Feedback.
• "Discloser" means a party to this Agreement when the party is providing or disclosing Confidential Information to the other party.
• "Documentation" means the usage manuals and instructional materials for the Cloud Service or Software that are made available by Provider.
• "Embargoed Country" means any country or region to or from where Applicable Laws generally restrict the export or import of goods, services, or money.
• "Feedback" means suggestions, feedback, or comments about the Product or related offerings.
• "Fees" means the amounts described in the Key Terms and Section 4.
• "Force Majeure Event" means an unforeseen event outside a party's reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples of these kinds of events include unpredicted natural disasters like a major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure, and an outage of a third-party AI model provider that Provider could not reasonably avoid.
• "GDPR" means European Union Regulation 2016/679 as implemented by local law in the relevant European Union member nation, and by section 3 of the United Kingdom's European Union (Withdrawal) Act of 2018 in the United Kingdom.
• "High Risk Activity" means any situation where the use or failure of the Product could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control.
• "Indemnifying Party" means a party to this Agreement when the party is providing protection for a particular Covered Claim.
• "Key Terms" means the table at the top of this Agreement.
• "OFAC" means the United States Department of Treasury's Office of Foreign Assets Control.
• "Output" has the meaning given in Section 1.7.
• "Personal Data" will have the meaning(s) set forth in the Applicable Data Protection Laws for personal information, personal data, personally identifiable information, or other similar term.
• "Product" means the Cloud Service, Software, and Documentation.
• "Prohibited Data" has the meaning given in Section 3.2.
• "Protected Party" means a party to this Agreement when the party is receiving the benefit of protection for a particular Covered Claim.
• "Recipient" means a party to this Agreement when the party receives Confidential Information from the other party.
• "Software" means the client-side software or applications made available by Provider for Customer to install, download (whether onto a machine or in a browser), or execute as part of the Product.
• "Trial Period" has the meaning given in Section 4.10.
• "Usage Data" means data and information about the provision, use, and performance of the Product and related offerings based on Customer's or Users' use of the Product, such as sign-in events, seat counts, and AI usage metadata (user email, model, token counts, and cost). Usage Data does not include the content of prompts, responses, or files.
• "Use Limitations" means the limits on use of the Product shown in the Product or Documentation, such as supported file types, rate limits, and the included AI usage.
• "User" means any individual who uses the Product on Customer's behalf or through Customer's account.

Attribution

This Agreement is based on the Common Paper Cloud Service Agreement Standard Terms Version 2.1, posted at https://commonpaper.com/standards/cloud-service-agreement/2.1/, free to use under CC BY 4.0 (https://creativecommons.org/licenses/by/4.0/). It has been modified. Changes include: folding the Order Form and Key Terms into this document; adding sections on AI output, professional responsibility, AI provider policies, seats, included AI usage, failed payments, the free trial and automatic renewal disclosures, cancellation, export, and deletion; replacing the machine learning section with a no-training commitment; changing the Prohibited Data list, the suspension period, and the logo rights section; and adding a process for updating these terms. Common Paper is not responsible for these changes and does not endorse this Agreement.