PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

This Terms of Service agreement (the “Agreement”) constitutes a legally binding agreement made between you, whether personally or on behalf of an entity (“you” or “User”), and IQIDIS, INC. (“Iqidis,” “Company,” “we,” “us,” or “our”), concerning your access to and use of the Iqidis legal AI services, website at https://iqidis.ai, and any related applications or services (collectively, the “Services”).

By registering for, accessing, or using the Services, you agree to be bound by this Agreement and all other referenced policies, including our Privacy Policy, Acceptable Use Policy, Subprocessor Policy, Cookie Policy, and Disclaimer. These incorporated documents form an integral part of this Agreement and are legally binding.

You agree that by registering for, accessing, or using the Services, you have read, understood, and agree to be bound by all terms of this Agreement and incorporated policies. If you access or use the Services on behalf of an entity (e.g., a law firm, company, or organization), you represent and warrant that you have the authority to bind that entity to this Agreement, and in such case, “you” or “User” refers to that entity.

1. DEFINITIONS

1.1. “Acceptable Use Policy” or “AUP” means the Iqidis Acceptable Use Policy, available on our website, within the Iqidis platform, or by request, as may be updated from time to time.

1.2. “Account” means the account created by or for a User to access and use the Services.

1.3. “Confidential Information” means any information disclosed by one party (“Discloser”) to the other party (“Recipient”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Iqidis’s Confidential Information includes, without limitation, the non-public aspects of the Services, its technology, pricing, and security information. Your Confidential Information includes, without limitation, User Content that is not publicly available. Confidential Information does not include information that: (i) was or becomes generally known to the public through no fault of the Recipient; (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser; (iii) is received from a third party without breach of any obligation owed to the Discloser; or (iv) was independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.

1.4. “Content” means Input and Output collectively.

1.5. “Cookie Policy” means the Iqidis Cookie Policy, available on our website, within the Iqidis platform, or by request, as may be updated from time to time.

1.6. “Disclaimer” means the Iqidis Disclaimer, available on our website, within the Iqidis platform, or by request, as may be updated from time to time.

1.7. “Feedback” means any suggestions, ideas, feedback, enhancement requests, recommendations, or other information provided by User relating to the Services.

1.8. “Input” means any text, queries, prompts, documents, data, or other information provided or uploaded by a User to the Services for processing.

1.9. “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets), and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

1.10. “Output” means the data, text, responses, summaries, analyses, or other information generated and returned by the Services based on User Input.

1.11. “Privacy Policy” means the Iqidis Privacy & Data Policy, available on our website, within the Iqidis platform, or by request, as may be updated from time to time.

1.12. “Subscription Term” means the period during which User has subscribed to access and use the Services, as specified in the applicable order or registration process.

1.13. “Subprocessor Policy” means the Iqidis Subprocessor Policy, available on our website, within the Iqidis platform, or by request, as may be updated from time to time.

1.14. “User Content” means Input and any other data, information, or material provided or submitted by User to the Services in the course of using the Services.

2. THE SERVICES

2.1. Purpose: The Services provide an AI-powered platform designed to assist legal professionals with tasks such as research, drafting, analysis, and summarization. The Services are intended as an assistive tool and are not a substitute for professional legal judgment, advice, or independent verification.

2.2. AI Limitations: User acknowledges that the Services utilize artificial intelligence and machine learning technologies, which are probabilistic and may produce Output that is inaccurate, incomplete, or contains errors. Iqidis makes no representations or warranties regarding the accuracy, reliability, or suitability of any Output. User is solely responsible for reviewing, validating, and verifying all Output before relying on or using it.

2.3. No Legal Advice or Attorney-Client Relationship: The Services do not provide legal advice. Use of the Services does not create an attorney-client relationship between User and Iqidis. Iqidis is not a law firm and does not engage in the practice of law.

3. ACCOUNTS AND REGISTRATION

3.1. Registration: Users may be required to register for an Account to access the Services. User agrees to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

Accounts created with false or misleading information—including fake names, disposable emails, or impersonated credentials—are subject to immediate termination. 

3.2. Account Security: User is responsible for safeguarding the password and any other credentials used to access the Account. User is solely responsible for all activities that occur under their Account, whether or not authorized by User. User agrees to notify Iqidis immediately of any unauthorized use of their Account. Iqidis is not liable for any loss or damage arising from User’s failure to comply with these security obligations.

3.3. Eligibility: The Services are intended for users who are at least 18 years old and possess the legal capacity to enter into this Agreement.

4. LICENSE GRANT AND RESTRICTIONS

4.1. License: Subject to User’s compliance with this Agreement and payment of applicable fees, Iqidis grants User a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to access and use the Services, including the right to use, modify, reproduce, and distribute Output generated for User’s internal business purposes or for providing legal services to User’s clients, provided such use complies with this Agreement and all applicable professional and ethical obligations.

4.2. General Use Restrictions: In addition to other restrictions set forth in this Agreement, User shall not, and shall not permit others to:

(a) Use the Services in violation of the Acceptable Use Policy;

(b) License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make the Services available to any third party, other than as expressly permitted by this Agreement for User’s clients;

(c) Modify, copy, or create derivative works based on the Services or any part thereof, except as expressly permitted herein with respect to Output and as necessary for User’s permitted use of the Services;

(d) Use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or intellectual property rights;

(e) Use the Services to transmit viruses, worms, or other malicious code;

(f) Interfere with or disrupt the integrity or performance of the Services or data contained therein;

(g) Attempt to gain unauthorized access to the Services or its related systems or networks;

(h) Remove or obscure any proprietary notices or labels on the Services or Output;

(i) Knowingly publish or disseminate materially false and malicious statements about Iqidis or the Services with the intent to cause significant harm to Iqidis’s reputation or business.

4.3. Prohibitions on Reverse Engineering and Unfair Competition: User acknowledges that the Services, including their underlying technology, algorithms, architecture, and design, constitute valuable trade secrets and proprietary intellectual property of Iqidis. Accordingly, in addition to other restrictions set forth in this Agreement, User shall not, and shall not permit or authorize any third party to:

(a) Reverse engineer, decompile, disassemble, translate, or otherwise attempt to discover, derive, or reconstruct the source code, object code, underlying structure, ideas, trade secrets, know-how, or algorithms of the Services or any part thereof, including its architecture, features, functions, design, or user interface elements. This prohibition includes, without limitation, any attempt to (i) identify or extract proprietary models, datasets, or prompts used by the Services, or (ii) probe, scan, or test the vulnerability of the Services without Iqidis’s express prior written authorization.

(b) Access, use, monitor, copy, or benchmark the Services, or any Output (except as expressly permitted for User’s internal business purposes or client services under Section 4.1), for the purpose of developing, building, training, improving, or offering a product or service that is competitive with the Services, or any product or service that uses or replicates similar ideas, features, functions, user experience, or graphics of the Services. This includes, but is not limited to, (i) using any automated or manual process to extract data, content, or Output from the Services for competitive analysis or model training, (ii) attempting to replicate the core functionalities, workflows, or “look and feel” of the Services, or (iii) publicly disseminating performance information or analysis (including, without limitation, benchmarks) from any source relating to the Services without prior written consent from Iqidis.

(c) Use any information or knowledge gained through permitted access to or use of the Services to design, develop, or market a competing product or service, or to assist any third party in doing so.

(d) Use false or deceptive means to access the Services, including registering with fake names, disposable or burner emails, or impersonating third parties (e.g., clients, firms, or students) for the purposes of testing, benchmarking, probing, analyzing, or evaluating the Services without Iqidis’s express written consent. Such conduct constitutes unauthorized access and a material breach of this Agreement.

4.4. Monitoring and Access Control

To protect the integrity of the Services and enforce this Agreement, Iqidis reserves the right to monitor and analyze usage patterns, registration behavior, IP address logs, device information, and other technical metadata associated with User access. This includes tracking suspicious or anomalous activity for purposes such as fraud detection, abuse prevention, compliance verification, security auditing, and enforcement of Section 4.3.

Iqidis may restrict, suspend, or terminate access to the Services in its sole discretion based on such monitoring, without notice, if any violation or abuse is suspected and pursue legal remedies to prevent further misuse.

5. USER CONTENT AND DATA

5.1. User Content Ownership: As between User and Iqidis, User retains all right, title, and interest in and to User Content, including all Intellectual Property Rights therein. User grants Iqidis and its necessary service providers a worldwide, non-exclusive, royalty-free license to host, store, transfer, process, analyze, modify, and use User Content solely to the extent necessary to provide and maintain the Services in accordance with this Agreement and the Privacy Policy.

5.2. Responsibility for User Content: User is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all User Content. User represents and warrants that it has all necessary rights, consents, and permissions to provide User Content to Iqidis and to grant the licenses set forth herein, and that User Content and its use within the Services will not violate any applicable laws, regulations, or third-party rights (including privacy and intellectual property rights).

5.3. Data Processing and Privacy: Iqidis’s collection, use, processing, and storage of personal data included in User Content or otherwise provided by User is governed by the Privacy Policy. User acknowledges and agrees to the terms of the Privacy Policy.

5.4. AI Processing and Data Retention: As further detailed in the Privacy Policy, Iqidis utilizes AI technologies that process User Content in real-time. Iqidis does not use User Content to train its own or third-party AI models. User Content processed by the AI system is not retained for AI model training purposes. Iqidis may access User Content only for the limited purposes of providing customer support, troubleshooting technical issues, ensuring service operation, and enforcing this Agreement, subject to the safeguards outlined in the Privacy Policy.

5.5. Usage Data: Iqidis may collect, analyze, and use aggregated, anonymized data derived from User’s use of the Services (“Usage Data”) for purposes such as monitoring performance, improving the Services, and developing new features. Usage Data will not identify User or contain User Confidential Information.

6. INTELLECTUAL PROPERTY

6.1. Iqidis IP: Iqidis and its licensors own and retain all right, title, and interest, including all Intellectual Property Rights, in and to the Services, the underlying technology, Usage Data, Iqidis’s Confidential Information, and any modifications or enhancements thereto. No rights are granted to User hereunder other than as expressly set forth herein. The Iqidis name, logo, and product names are trademarks of Iqidis, and no right or license is granted to use them except as expressly permitted in this Agreement.

6.2. Output: Subject to Section 6.1 (Iqidis IP) and Section 5.1 (User Content Ownership), and provided User complies with this Agreement, User owns the Output generated specifically for them through their use of the Services. User acknowledges that due to the nature of AI, Output may not be unique, and other users may receive similar or identical Output. Iqidis does not claim ownership over Output generated from non-proprietary inputs or widely known information. User’s rights in Output do not extend to underlying Iqidis technology or third-party data that may be incorporated.

6.3. Feedback: User grants Iqidis a worldwide, perpetual, irrevocable, royalty-free license to use, modify, incorporate, and otherwise exploit any Feedback provided by User for any purpose, including for service improvement and promotional purposes, without restriction or compensation to User.

7. FEES AND PAYMENT

7.1. Fees: User agrees to pay all fees specified in the applicable order form or registration process (“Fees”). Fees are based on the subscription plan purchased and not actual usage. Payment obligations are non-cancelable, and Fees paid are non-refundable, except as expressly provided in this Agreement.

7.2. Payment Terms: Fees will be invoiced or charged in advance, typically on a monthly or annual basis as selected by User. User agrees to provide and maintain valid and updated payment information. If paying by credit card, User authorizes Iqidis (or its third-party payment processor) to charge such credit card for all Fees due. If payment is overdue, Iqidis may suspend access to the Services until payment is received.

7.3. Taxes: Fees are exclusive of all taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes assessable by any jurisdiction (collectively, “Taxes”). User is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on Iqidis’s net income. If Iqidis is legally obligated to pay or collect Taxes for which User is responsible, the appropriate amount shall be invoiced to and paid by User, unless User provides Iqidis with a valid tax exemption certificate.

7.4. Fee Changes: Iqidis reserves the right to change the Fees or applicable charges and to institute new charges upon providing at least thirty (30) days prior notice to User (which may be sent by email or posted within the Services). Fee changes will take effect at the start of the next Subscription Term.

8. CONFIDENTIALITY

8.1. Obligations: The Recipient agrees to: (i) use the Discloser’s Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement; (ii) maintain the confidentiality of the Discloser’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of like nature, but not less than a reasonable degree of care; and (iii) not disclose the Discloser’s Confidential Information to any third party except to its employees, contractors, and agents who have a need to know for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those herein.

8.2. Compelled Disclosure: If the Recipient is required by law or a valid governmental order to disclose any of the Discloser’s Confidential Information, the Recipient will, if legally permitted, provide the Discloser with prompt written notice of such requirement prior to disclosure and reasonable assistance, at the Discloser’s expense, in opposing such disclosure or seeking a protective order. Any disclosure made under compulsion shall be limited to the extent required.

9. DISCLAIMERS

9.1. GENERAL DISCLAIMER: THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, IQIDIS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

9.2. AI OUTPUT DISCLAIMER: IQIDIS DOES NOT WARRANT THAT THE OUTPUT GENERATED BY THE SERVICES WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR SUITABLE FOR ANY PARTICULAR PURPOSE. USER ACKNOWLEDGES THAT AI SYSTEMS ARE PROBABILISTIC AND MAY PRODUCE UNINTENDED OR INCORRECT RESULTS. USER ASSUMES ALL RISK RELATED TO THE USE OF OR RELIANCE ON ANY OUTPUT.

9.3. SERVICE AVAILABILITY: IQIDIS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

9.4. NO LEGAL ADVICE: IQIDIS EXPRESSLY DISCLAIMS ANY LIABILITY FOR ACTIONS TAKEN OR NOT TAKEN BASED ON THE SERVICES OR OUTPUT. THE SERVICES DO NOT CONSTITUTE LEGAL ADVICE OR THE PRACTICE OF LAW.

10. LIMITATION OF LIABILITY

10.1. EXCLUSION OF INDIRECT DAMAGES: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2. CAP ON DIRECT DAMAGES: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY USER TO IQIDIS FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS ($100.00), WHICHEVER IS GREATER.

10.3. EXCEPTIONS: THE LIMITATIONS IN SECTIONS 10.1 AND 10.2 SHALL NOT APPLY TO: (I) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11; (II) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8; (III) USER’S BREACH OF THE LICENSE RESTRICTIONS IN SECTION 4.2 OR THE PROHIBITIONS IN SECTION 4.3; OR (IV) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

10.4. BASIS OF BARGAIN: THE PARTIES ACKNOWLEDGE THAT THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THEM, AND THAT IQIDIS’S PRICING FOR THE SERVICES REFLECTS THIS ALLOCATION OF RISK.

11. INDEMNIFICATION

11.1. Indemnification by Iqidis: Iqidis shall defend User against any claim, demand, suit, or proceeding made or brought against User by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates such third party’s U.S. patents, copyrights, or trademarks (“Infringement Claim”), and shall indemnify User for any damages, attorney fees, and costs finally awarded against User as a result of, or for amounts paid by User under a court-approved settlement of, an Infringement Claim; provided that User (a) promptly gives Iqidis written notice of the Infringement Claim; (b) gives Iqidis sole control of the defense and settlement of the Infringement Claim (except that Iqidis may not settle any Infringement Claim unless it unconditionally releases User of all liability); and (c) provides Iqidis with all reasonable assistance, at Iqidis’s expense. Iqidis shall have no liability for any Infringement Claim arising from (i) User Content, (ii) use of the Services in combination with technology or data not supplied by Iqidis, (iii) modifications to the Services not made by Iqidis, or (iv) use of the Services in violation of this Agreement. If the Services become, or in Iqidis’s opinion are likely to become, the subject of an Infringement Claim, Iqidis may, at its option and expense, (1) procure for User the right to continue using the Services, (2) replace or modify the Services to be non-infringing, or (3) if options (1) or (2) are not reasonably practicable, terminate this Agreement and refund User any prepaid Fees covering the remainder of the Subscription Term. THIS SECTION STATES IQIDIS’S SOLE LIABILITY AND USER’S EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS.

11.2. Indemnification by User: User shall defend Iqidis and its affiliates, directors, officers, employees, and agents against any claim, demand, suit, or proceeding made or brought against Iqidis by a third party arising from or related to (a) User Content, including any allegation that User Content infringes or misappropriates third-party rights or violates applicable law; (b) User’s use of the Services or Output in violation of this Agreement, the AUP, or applicable law; or (c) User’s violation of any professional or ethical obligations related to the use of the Services (“User Claim”), and shall indemnify Iqidis for any damages, attorney fees, and costs finally awarded against Iqidis as a result of, or for amounts paid by Iqidis under a court-approved settlement of, a User Claim; provided that Iqidis (i) promptly gives User written notice of the User Claim; (ii) gives User sole control of the defense and settlement of the User Claim (except that User may not settle any User Claim unless it unconditionally releases Iqidis of all liability); and (iii) provides User with all reasonable assistance, at User’s expense.

12. TERM AND TERMINATION

12.1. Term: This Agreement commences on the date User first accepts it and continues until all Subscription Terms have expired or been terminated.

12.2. Subscription Renewal: Unless otherwise specified in the applicable order form, subscriptions will automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter), unless either party gives the other written notice of non-renewal at least thirty (30) days before the end of the relevant Subscription Term.

12.3. Termination for Cause: Either party may terminate this Agreement for cause: (i) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (ii) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. Iqidis may also terminate this Agreement immediately upon notice if User violates the AUP, Section 4.2 (General Use Restrictions), or Section 4.3 (Prohibitions on Reverse Engineering and Unfair Competition).

12.4. Termination by User: User may terminate this Agreement and cancel their subscription at any time by providing notice through their Account settings or by contacting Iqidis support. Such termination will be effective at the end of the then-current Subscription Term, and User will not be entitled to any refund of prepaid Fees.

12.5. Effect of Termination: Upon termination or expiration of this Agreement for any reason: (a) all rights and licenses granted to User hereunder shall immediately terminate; (b) User shall cease all use of the Services; (c) User shall pay any unpaid Fees covering the period up to the effective date of termination; and (d) each party shall, upon request, return or destroy all Confidential Information of the other party in its possession or control. Sections 1, 4.3, 5.5, 6, 7 (for unpaid fees), 8, 9, 10, 11, 12.5, 13, 14, 15, and 16 shall survive any termination or expiration of this Agreement.

13. GOVERNING LAW AND DISPUTE RESOLUTION

13.1. Governing Law: This Agreement—including the Terms of Service, Privacy Policy, Acceptable Use Policy, Subprocessor Policy, Disclaimer, and any other policies, guidelines, or use of the Iqidis platform or Services—and any Disputes arising out of or related hereto, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

13.2. Informal Resolution: The parties agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement (“Dispute”) informally for at least sixty (60) days before initiating arbitration. The informal negotiation period begins upon written notice from one party to the other. Notices to Iqidis should be sent to the address in Section 16.6 or info@iqidis.ai.

13.3. Binding Arbitration: If the parties cannot resolve the Dispute informally, the Dispute (except for Disputes expressly excluded below) shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted in New York County, New York, by a single arbitrator. The arbitrator’s decision shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

13.4. Exceptions to Arbitration: Notwithstanding the foregoing, Disputes concerning the enforcement or validity of either party’s Intellectual Property Rights, or claims for injunctive or other equitable relief, are not subject to arbitration and may be brought in the state or federal courts located in New York County, New York. The parties consent to the exclusive jurisdiction and venue of such courts for these purposes.

13.5. Class Action Waiver: THE PARTIES AGREE THAT ANY ARBITRATION OR COURT PROCEEDING SHALL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

13.6. Jury Trial Waiver: EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT.

14. PROFESSIONAL RESPONSIBILITY AND ETHICS

14.1. User Responsibility: User acknowledges that it is a legal professional or entity employing legal professionals and is solely responsible for its professional conduct and compliance with all applicable laws, rules, regulations, and ethical obligations, including rules of professional conduct, governing the practice of law in relevant jurisdictions.

14.2. Independent Judgment: The Services are assistive tools. User must exercise independent professional judgment in using the Services and evaluating any Output. User remains fully responsible for the advice given, work product created, and decisions made in the course of their professional practice.

14.3. Verification: User is responsible for reviewing and verifying the accuracy, completeness, and appropriateness of all Output generated by the Services before relying on it or incorporating it into any work product or advice provided to clients.

14.4. Confidentiality and Privilege: User is responsible for ensuring that its use of the Services complies with all obligations regarding client confidentiality and attorney-client privilege. User should avoid inputting highly sensitive, privileged, or confidential client information into the Services unless appropriate safeguards and client consents (if necessary) are in place. Refer to the Privacy Policy for details on data handling.

14.5. Compliance: User agrees to use the Services in a manner consistent with all applicable professional standards and ethical guidelines.

15. EXPORT COMPLIANCE

User agrees to comply with all applicable U.S. and foreign export control and trade sanctions laws and regulations (“Export Laws”). User represents and warrants that it is not located in, under the control of, or a national or resident of any country or region subject to U.S. embargo or sanctions, and is not identified on any U.S. government restricted party list. User shall not use the Services to export, re-export, transfer, or access the Services in violation of Export Laws.

16. MISCELLANEOUS

16.1. Entire Agreement: This Agreement, together with the Privacy Policy, AUP, Cookie Policy, Disclaimer, and any applicable order forms, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. In the event of a conflict between this Agreement and any other incorporated policy or order form, the terms of this Agreement shall control unless expressly stated otherwise in the order form. Purchase orders issued by User are for administrative purposes only and any additional or conflicting terms therein are void.

16.2. Modifications: Iqidis may modify this Agreement from time to time by posting a revised version on its website or by notifying User via email or through the Services. Continued use of the Services after the effective date of any modification constitutes User’s acceptance of the modified terms. Material changes will be communicated with reasonable advance notice.

16.3. Assignment: Neither party may assign this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, that Iqidis may assign this Agreement in its entirety, without consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section shall be void.

16.4. Relationship of the Parties: The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

16.5. Marketing Identification and Feedback Use: User hereby grants Iqidis a worldwide, royalty-free, non-exclusive license to use User’s name, trademarks, and logos (“User Marks”) to identify User as a customer of Iqidis on Iqidis’s website, and in its marketing and promotional materials (including presentations, case studies, and public relations materials). Additionally, User agrees that Iqidis may use any Feedback provided by User (as defined in Section 6.3), including quotations attributable to User, for marketing and promotional purposes in any media, consistent with the license granted in Section 6.3. User may revoke the permission granted in this subsection regarding the use of User Marks at any time by providing written notice to Iqidis at info@iqidis.ai. Such revocation shall apply prospectively only from the date of receipt of the notice by Iqidis. For the avoidance of doubt, the license granted for Feedback under Section 6.3 remains irrevocable.

16.6. Notices: All notices under this Agreement shall be in writing and shall be deemed to have been duly given: (i) when received, if personally delivered; (ii) when receipt is electronically confirmed, if transmitted by facsimile or email; (iii) the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. Notices to Iqidis shall be sent to: IQIDIS, INC., Attn: Legal Department, 3 Columbus Circle, Floor 15, New York, NY 10019, with a copy to info@iqidis.ai. Notices to User shall be sent to the address or email address associated with User’s Account.

16.7. Waiver: No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

16.8. Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

16.9. Force Majeure: Neither party shall be liable for any failure or delay in performance under this Agreement (other than for payment obligations) due to causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

16.10. Headings: Section headings are for convenience only and shall not affect the interpretation of this Agreement.

CONTACT US

If you have any questions about these Terms of Service, please contact us at:

IQIDIS, INC.
3 Columbus Circle, Floor 15
New York, NY 10019
Email: info@iqidis.ai