Terms and Conditions

In this Agreement, the following capitalized terms have the meanings set out below. Other capitalized terms are defined in the context in which they first appear.

• “Acceptable Use Policy” means the acceptable use policy published by Intello Legal, as updated from time to time and incorporated into this Agreement by reference, which sets out conduct prohibited in connection with the Services.
• “Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where “control” means ownership of more than fifty percent (50%) of the voting equity interests of an entity or the power to direct its management and policies.
• “AI Features” means the artificial intelligence and machine learning-enabled functionality made available through the Services, including contract review, clause-by-clause legal analysis, risk identification, redlining assistance, contract summarization, and legal intelligence outputs, together with any successor, additional, or future AI-enabled functionality designated by Intello Legal as part of the Services.
• “AI Output” means any analysis, summary, suggested redline, risk flag, clause comparison, score, classification, or other content generated by the AI Features in response to Customer Data or Authorized User input.
• “Authorized User” means an individual who is authorized by Customer to access and use the Services on Customer's behalf under a unique login credential issued or approved by Customer, including employees, partners, associates, contractors, and other personnel acting within the scope of such authorization.
• “Beta Features” means any features, tools, or functionality identified by Intello Legal as alpha, beta, preview, early access, experimental, or by similar designation, and made available on a pre-release basis.
• “Confidential Information” has the meaning given in Section 12.1.
• “Customer Data” means any data, content, documents, files, text, or other materials that Customer or its Authorized Users upload, submit, transmit, or otherwise make available to or through the Services, including any contracts, agreements, correspondence, and associated metadata, but excluding AI Output and Usage Data.
• “Documentation” means the user guides, help center articles, technical specifications, and other documentation made generally available by Intello Legal describing the use and functionality of the Services.
• “Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, database rights, moral rights, and any other intellectual property or proprietary rights recognized in any jurisdiction worldwide, whether registered or unregistered.
• “Order Form” means an order form, subscription agreement, statement of work, or online purchase order executed by or on behalf of Customer that references this Agreement and specifies the Services subscribed to, applicable fees, the subscription term, and the number of permitted Authorized Users.
• “Organization Account” means the administrative account established by Customer under which one or more Authorized Users are provisioned and through which Customer configures workspace, security, and administrative settings for the Services.
• “Services” means the Intello Legal software-as-a-service platform, including the AI Features, web application, any associated mobile or desktop applications, Documentation, and any application programming interfaces, integrations, or workspace and collaboration features made available by Intello Legal, excluding Third-Party Services.
• “Subscription Term” means the period during which Customer is entitled to access and use the Services, as specified in the applicable Order Form, including any renewal periods.
• “Third-Party Services” means any third-party products, services, applications, or integrations that interoperate with the Services, including third-party document management systems, e-signature platforms, cloud storage providers, and large language model or AI infrastructure providers engaged by Intello Legal to deliver the AI Features.
• “Usage Data” means data generated by or derived from Customer's and its Authorized Users' use of the Services, including log data, performance metrics, feature interaction data, configuration data, and aggregated or de-identified data, but excluding Customer Data and AI Output to the extent such AI Output substantively reflects the content of identifiable Customer Data.

For the avoidance of doubt, nothing in this Section 1 shall be construed to define or characterize the AI Output as legal advice. Section 9 (No Legal Advice; No Attorney-Client Relationship) governs the legal status and limitations of the AI Output.

2.1 Acceptance

2.1.1 This Agreement becomes effective on the earlier of: (a) the date Customer executes an Order Form referencing this Agreement; or (b) the date Customer or any Authorized User first accesses or uses the Services (the “Effective Date”).

2.1.2 This Agreement applies to each Order Form executed by the Parties unless the Order Form expressly states that different or additional terms apply, in which case the terms of the Order Form control solely with respect to any direct conflict, and this Agreement continues to govern all matters not expressly addressed in the Order Form.

2.2 Eligibility

2.2.1 Customer represents and warrants that it: (a) is a duly organized, validly existing legal entity in good standing; (b) has full corporate power and authority to enter into and perform its obligations under this Agreement; and (c) is acting for business, professional, or trade purposes and not as a consumer.

2.2.2 The Services are intended for use by legal professionals, organizations, and other sophisticated commercial users. Intello Legal may, in its discretion, restrict access based on geographic location, applicable export control or sanctions restrictions, or other legal or regulatory requirements.

2.2.3 Authorized Users must be at least eighteen (18) years of age, or the age of legal majority in their jurisdiction of residence if higher, and must not be a person barred from receiving the Services under applicable law, including applicable trade sanctions and export control laws.

2.3 Order Forms and Procurement

2.3.1 Each Order Form is governed by, and incorporates by reference, the terms of this Agreement. In the event of a conflict between the body of this Agreement and an Order Form, the Order Form governs solely with respect to commercial terms expressly set out therein (such as fees, term, and Authorized User counts), and this Agreement governs all other matters.

2.3.2 Where Customer procures the Services through a reseller, distributor, or systems integrator authorized by Intello Legal, additional or different commercial terms may apply, provided that Sections 9, 12 through 14, 17 through 20, and 27 apply notwithstanding any contrary provision in such reseller agreement, unless otherwise agreed in writing by an authorized signatory of Intello Legal.

3.1 Organization Accounts

3.1.1 Customer shall designate one or more administrators (“Administrators”) authorized to manage the Organization Account, including provisioning and de-provisioning Authorized Users, configuring security and workspace settings, and managing billing information.

3.1.2 Customer is responsible for ensuring that its Administrators maintain accurate and current information within the Organization Account and that access to administrative functions is restricted to personnel with a legitimate need for such access.

3.1.3 Where the Services support single sign-on (“SSO”), directory synchronization, or other enterprise identity integrations, Customer is responsible for the accuracy of identity and access data provided through such integrations and for promptly de-provisioning access for individuals who cease to be authorized to use the Services.

3.2 Authorized Users

3.2.1 Customer may permit Authorized Users to access the Services solely for Customer's internal business purposes and, where applicable, for the purpose of providing legal or advisory services to Customer's own clients, subject to the terms of this Agreement.

3.2.2 Customer is responsible for: (a) all acts and omissions of its Authorized Users in connection with the Services; (b) the confidentiality of Authorized User login credentials; and (c) promptly notifying Intello Legal of any known or suspected unauthorized access to or use of the Services.

3.2.3 Login credentials are personal to each Authorized User and must not be shared, transferred, or used concurrently by more than one individual, except where a credential is expressly designated as a service account or shared functional account approved in writing by Intello Legal.

3.2.4 Customer shall ensure that the number of Authorized Users provisioned does not exceed the number licensed under the applicable Order Form. Intello Legal reserves the right to invoice Customer for additional Authorized User licenses where actual usage exceeds the licensed amount, in accordance with Section 16.

3.3 Account Security

3.3.1 Customer shall implement and require commercially reasonable security practices among its Authorized Users, including the use of strong, unique passwords and, where available, multi-factor authentication.

3.3.2 Intello Legal is not responsible for any loss or damage arising from Customer's or any Authorized User's failure to maintain the confidentiality and security of login credentials, except to the extent such loss or damage results from Intello Legal's breach of its security obligations under Section 13.

4.1 Provision of Services

4.1.1 Subject to Customer's compliance with this Agreement and payment of applicable fees, Intello Legal shall make the Services available during the Subscription Term in accordance with this Agreement, the Documentation, and any applicable service level commitments set out in an Order Form or service level exhibit.

4.1.2 Intello Legal grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term, solely for Customer's internal business purposes and, where applicable, for the purpose of providing services to Customer's own clients, subject to the Authorized User limits and other restrictions set out in the applicable Order Form and this Agreement.

4.1.3 The Documentation is provided for informational purposes and does not modify or expand Intello Legal's obligations under this Agreement except to the extent expressly incorporated by reference into an Order Form.

4.2 AI Features

4.2.1 The AI Features use machine learning models, including large language models, to analyze Customer Data and generate AI Output, and are designed to assist Authorized Users in reviewing, analyzing, and managing contracts and related legal documents.

4.2.2 The AI Features are decision-support tools and are not a substitute for professional legal judgment. Section 9 and Section 10 set out important limitations on the AI Output that Customer must read and acknowledge before relying on any AI Output in a professional or commercial context.

4.2.3 Intello Legal may use one or more Third-Party Services, including third-party large language model providers, to provide certain AI Features. Section 11 and the Privacy Policy govern the processing of Customer Data by such Third-Party Services.

4.2.4 Intello Legal may modify, retrain, fine-tune, update, or replace the models underlying the AI Features from time to time, provided that any such modification shall not materially diminish the core functionality of the AI Features purchased under an active Order Form for the remainder of the then-current Subscription Term, except where required by law, necessary to address a security vulnerability, or relating to a Beta Feature.

4.3 Beta Features

4.3.1 Intello Legal may make Beta Features available for evaluation purposes. Beta Features are provided “as is” and “as available,” without any warranty of any kind, and may be modified, suspended, or discontinued at any time without liability.

4.3.2 Customer acknowledges that Beta Features may not be as reliable as generally available Services, may contain errors, and should not be used in production environments or relied upon where the consequences of error or unavailability would be significant. Customer's use of Beta Features is at Customer's sole risk.

4.3.3 Intello Legal may collect feedback, usage data, and performance data regarding Beta Features and may use such data to improve the Services, subject to the confidentiality and data protection commitments set out in this Agreement and the Privacy Policy.

4.3.4 Service levels, support commitments, and the limitation of liability cap apply to Beta Features as modified by this Section 4.3, and no separate or additional liability shall attach to Intello Legal in connection with Beta Features beyond what is expressly provided in this Agreement.

4.4 Service Modifications

4.4.1 Intello Legal may modify, update, or enhance the Services from time to time, provided that it shall not materially reduce the core functionality of the Services purchased under an active Order Form during the then-current Subscription Term without providing at least thirty (30) days' prior notice, except where such change is required by law, necessary to address a security vulnerability or legal risk, or relates to Beta Features or Third-Party Services outside Intello Legal's reasonable control.

4.4.2 Intello Legal will use commercially reasonable efforts to notify Customer of material changes through in-product notifications, email to the Administrator, or release notes published via the Documentation.

5.1 General Responsibilities

5.1.1 Customer is solely responsible for: (a) all Customer Data and the accuracy, quality, legality, and right to use such Customer Data; (b) obtaining all consents, authorizations, and rights necessary to upload, process, and permit Intello Legal to process Customer Data, including any consents required from Customer's own clients or counterparties; (c) configuring the Services appropriately to Customer's business, regulatory, and professional obligations; and (d) all use of the Services by its Authorized Users.

5.1.2 Customer shall comply, and ensure its Authorized Users comply, with this Agreement, the Acceptable Use Policy, the Documentation, and all applicable laws, regulations, and professional or ethical rules, including rules of professional conduct applicable to legal practitioners.

5.2 Professional Responsibility and Human Review

5.2.1 Customer is solely responsible for the professional and legal review of any AI Output before such AI Output is relied upon, communicated to a client, filed, executed, or otherwise acted upon. The Services are a tool to assist, and do not replace, the professional judgment of qualified legal practitioners.

5.2.2 Where Customer is a law firm, in-house legal department, or other provider of legal services, Customer remains solely responsible for compliance with all applicable rules of professional conduct, including rules concerning the use of artificial intelligence tools, supervision of work product, competence, confidentiality, and client communication.

5.2.3 Customer shall ensure that Authorized Users are appropriately trained on the proper use and limitations of the AI Features, including the matters described in Section 10, prior to relying on AI Output in any professional engagement.

5.3 Data Accuracy and Suitability

5.3.1 Customer is responsible for ensuring that the Customer Data it uploads is appropriate for processing by the Services and does not include data that Customer is prohibited from disclosing to a third-party processor under applicable law, contract, court order, or professional obligation, including privileged or otherwise legally protected information that Customer has not obtained the right to process through a third-party AI platform.

5.3.2 Where Customer determines that particular categories of data require heightened security, access controls, or processing restrictions beyond those generally available in the Services, Customer is responsible for evaluating whether the Services are suitable for such data prior to upload.

6.1 Customer shall not, and shall ensure that its Authorized Users do not, use the Services in any manner that violates the Acceptable Use Policy, which is incorporated into this Agreement by reference. In the event of any conflict between this Section 6 and the Acceptable Use Policy, the more restrictive provision shall apply.

6.2 Without limiting Section 6.1, Customer shall not, and shall ensure that its Authorized Users do not:

• Use the Services for any unlawful purpose or in violation of any applicable law or regulation;
• Upload, transmit, or process any Customer Data that Customer does not have the right to upload, transmit, or process, including data uploaded in violation of a third party's privacy, confidentiality, or intellectual property rights;
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying models, weights, or algorithms of the Services, except to the extent such restriction is prohibited by applicable law;
• Use the Services to develop, train, or improve a product or service that competes with the Services, including by using AI Output to train a competing artificial intelligence model;
• Engage in systematic or automated scraping, data extraction, or harvesting of content from the Services other than through interfaces expressly made available by Intello Legal for that purpose;
• Submit prompts, files, or other inputs designed to manipulate, jailbreak, or cause the AI Features to bypass their intended safeguards, output harmful or deceptive content, or disclose system prompts, confidential model information, or the data of other customers (“prompt injection” or similar adversarial techniques);
• Probe, scan, or test the security of the Services, or attempt to gain unauthorized access to the Services, other customers' data, or Intello Legal's systems, except pursuant to a written authorization issued under Intello Legal's responsible disclosure program;
• Share, sell, sublicense, rent, lease, or otherwise make the Services or any login credentials available to any unauthorized third party;
• Build or operate unauthorized automation, bots, or scripts that interact with the Services outside of supported integration points, or that materially degrade the performance or availability of the Services for other customers;
• Use the Services to send unsolicited communications, spam, or to engage in phishing, fraud, or other deceptive practices;
• Upload or generate content that is unlawful, defamatory, hateful, discriminatory, or that promotes violence or harm against individuals or groups;
• Attempt to exceed, circumvent, or manipulate any usage limits, rate limits, or other technical restrictions applicable to the Services;
• Conduct or publish benchmarking, performance testing, or comparative analysis of the Services without Intello Legal's prior written consent, except as permitted by applicable law; or
• Attempt to extract, replicate, or reconstruct the underlying machine learning models used to provide the AI Features through systematic querying or any other method.

6.3 Intello Legal reserves the right, but does not assume any obligation, to monitor use of the Services for compliance with this Section 6 and the Acceptable Use Policy. Section 18 (Suspension) governs Intello Legal's remedies for violations of this Section 6.

7.1 Ownership

7.1.1 As between the Parties, Customer retains all right, title, and interest in and to the Customer Data, including all Intellectual Property Rights therein. Except for the limited rights expressly granted in this Section 7, Intello Legal acquires no right, title, or interest in the Customer Data.

7.2 License to Process Customer Data

7.2.1 Customer grants Intello Legal a limited, non-exclusive, worldwide license to access, host, copy, process, transmit, and display Customer Data solely to the extent necessary to: (a) provide, maintain, and support the Services; (b) generate AI Output for Customer; (c) prevent or address technical or security issues; (d) comply with applicable law; and (e) as otherwise expressly authorized by Customer or permitted under this Agreement and the Privacy Policy.

7.2.2 Intello Legal will not use Customer Data to train, fine-tune, or improve any generally available, third-party, or foundation AI model that is not exclusively and privately operated for Intello Legal's provision of the Services, without Customer's prior explicit, opt-in consent. Where Intello Legal uses Customer Data to improve its own proprietary models for the benefit of its customer base, such use shall be on a de-identified or aggregated basis wherever feasible and governed by the Privacy Policy, and Customer may opt out where technically and operationally feasible.

7.2.3 Intello Legal may collect, use, and disclose Usage Data for purposes including operating, securing, supporting, and improving the Services, developing new features, and generating aggregated or de-identified analytics and benchmarking insights, provided that such Usage Data, in aggregated or de-identified form, shall not identify Customer or any individual without Customer's consent.

7.3 Data Export and Retrieval

7.3.1 During the Subscription Term, Customer may export Customer Data using the export tools and formats made available by Intello Legal from time to time, as described in the Documentation.

7.3.2 Upon expiration or termination of the applicable Order Form, Intello Legal will make Customer Data available for export for a period of thirty (30) days following the effective date of termination (the “Retrieval Period”), unless a longer period is specified in the applicable Order Form. Following the Retrieval Period, Intello Legal may delete Customer Data in accordance with Section 20 and its data retention practices, except where retention is required by applicable law or for legitimate backup, archival, audit, or legal compliance purposes.

7.4 Data Segregation and Confidentiality

7.4.1 Intello Legal will maintain logical segregation of Customer Data from the data of other customers and will treat Customer Data as Confidential Information under Section 12, in addition to the data protection commitments in the Privacy Policy.

8.1 Intello Legal IP

8.1.1 As between the Parties, Intello Legal and its licensors retain all right, title, and interest in and to the Services, the AI Features, the underlying software, models, algorithms, and Documentation, and all Intellectual Property Rights therein. No rights are granted to Customer other than the limited access rights expressly set out in Section 4.1.2.

8.1.2 Customer shall not remove, obscure, or alter any proprietary notices appearing on or within the Services or Documentation.

8.2 Feedback

8.2.1 If Customer or any Authorized User provides Intello Legal with suggestions, ideas, enhancement requests, or other feedback (“Feedback”), Customer grants Intello Legal a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such Feedback into the Services without restriction or obligation, provided that no such Feedback shall be deemed to include Customer Data or Confidential Information disclosed other than for the express purpose of providing Feedback.

8.3 AI Output

8.3.1 Subject to Customer's compliance with this Agreement and payment of applicable fees, Intello Legal assigns to Customer all right, title, and interest that Intello Legal may have in the AI Output generated specifically for Customer, to the extent such AI Output is eligible for such rights under applicable law.

8.3.2 Customer acknowledges that: (a) the AI Output is generated algorithmically; (b) similar or identical AI Output may be generated for other customers in response to similar inputs; (c) the eligibility of AI-generated content for copyright or other Intellectual Property Right protection varies by jurisdiction; and (d) Intello Legal makes no representation or warranty regarding the Intellectual Property status of any AI Output.

8.3.3 Customer is solely responsible for determining whether, and to what extent, it may use, publish, file, or rely upon AI Output, including with respect to any disclosure obligations relating to the use of artificial intelligence tools under applicable professional conduct rules, court rules, or other legal requirements.

9.1 The Services, including all AI Output, are provided for informational and productivity purposes only and do not constitute legal advice. Intello Legal is a technology company and is not a law firm. The Services are not a substitute for the advice of a qualified, licensed attorney admitted to practice in the relevant jurisdiction.

9.2 No attorney-client relationship is created between Customer, any Authorized User, or any other person, on the one hand, and Intello Legal, on the other hand, by virtue of access to or use of the Services, including any communications with Intello Legal personnel regarding the Services.

9.3 AI Output does not represent the professional opinion or legal judgment of Intello Legal, its personnel, or any licensed attorney, and has not been reviewed by a licensed attorney on Intello Legal's behalf unless expressly stated otherwise in connection with a specific, separately contracted professional service.

9.4 Where Customer's Authorized Users are themselves licensed legal professionals, any legal advice given by such Authorized Users to their clients is the product of the Authorized User's independent professional judgment and not the product of Intello Legal or the Services, notwithstanding that AI Output may have informed or assisted such judgment.

9.5 Customer shall ensure that any communication of AI Output to Customer's clients, counterparties, or any other third party makes clear, where appropriate to the context, that such output was generated with the assistance of an artificial intelligence tool and has been or will be reviewed by a qualified professional prior to reliance, to the extent required by applicable professional conduct rules or as a matter of good practice.

10.1 Customer acknowledges and accepts the following inherent limitations of artificial intelligence and large language model technology, which apply to the AI Features and all AI Output:

• Hallucination Risk: The AI Features may generate content that is factually incorrect, internally inconsistent, fabricated, or unsupported by the underlying Customer Data, including incorrect citations, mischaracterized clauses, or invented legal propositions. Such errors are inherent to current large language model technology and cannot be entirely eliminated.
• Incompleteness: AI Output may fail to identify risks, issues, or clauses that a qualified human reviewer would identify, and the absence of a flagged issue must not be interpreted as confirmation that no issue exists.
• Bias: AI models may reflect biases present in their training data or in patterns observed in aggregated usage, and Intello Legal cannot guarantee that AI Output is free from such bias.
• Context Limitations: The AI Features analyze the Customer Data and inputs provided to them and may not have access to relevant external context, prior negotiation history, applicable law in every relevant jurisdiction, or Customer's specific business objectives, unless expressly provided as input.
• Currency of Legal Information: Legal standards, statutes, regulations, and case law change over time, and the AI Features may not reflect the most current legal developments in every relevant jurisdiction at all times.
• Non-Determinism: AI Output may vary between requests, even where the same or substantially similar inputs are provided, due to the probabilistic nature of the underlying models.

10.2 Mandatory Human Review. Customer shall ensure that all AI Output is reviewed by a qualified human professional with appropriate subject-matter expertise before such AI Output is relied upon for any purpose, including before it is communicated to a client, used as the basis for a business or legal decision, filed with a court or regulator, or incorporated into an executed agreement. Intello Legal's provision of the AI Features does not relieve Customer or its Authorized Users of this responsibility.

10.3 Intello Legal continuously seeks to improve the accuracy, reliability, and fairness of the AI Features through ongoing testing, evaluation, and model improvement processes. However, Intello Legal does not warrant that the AI Features will be error-free or that AI Output will be accurate, complete, or suitable for Customer's particular purpose.

10.4 Section 22 (Disclaimers) and Section 23 (Limitation of Liability) set out the legal effect of the limitations described in this Section 10 and apply notwithstanding any other provision of this Agreement.

11.1 The Services may interoperate with, or rely upon, Third-Party Services to deliver certain functionality, including cloud infrastructure providers, large language model providers, document management integrations, e-signature providers, and analytics providers.

11.2 Where Intello Legal engages a Third-Party Service provider to process Customer Data in connection with the AI Features, such engagement is governed by a written agreement that includes data protection and confidentiality terms consistent with this Agreement and the Privacy Policy, including, where applicable, contractual commitments that such provider will not use Customer Data to train models for the benefit of any party other than Intello Legal, except with Customer's explicit consent as described in Section 7.2.2.

11.3 Where Customer elects to enable an integration with a Third-Party Service not operated by Intello Legal, Customer's use of that Third-Party Service is governed by the terms and privacy practices of the relevant third party, and Intello Legal is not responsible for the acts, omissions, security practices, or availability of such Third-Party Services.

11.4 Intello Legal does not warrant or guarantee the performance, availability, or accuracy of any Third-Party Service and shall have no liability for any loss or damage arising from Customer's use of, or inability to use, a Third-Party Service, except to the extent such loss or damage arises from Intello Legal's breach of its obligations under Section 11.2.

11.5 Intello Legal maintains a current list of material Third-Party Service subprocessors involved in providing the Services, as described in the Privacy Policy, and will provide notice of material changes to such subprocessors in accordance with the Privacy Policy.

12.1 Definition of Confidential Information

12.1.1 “Confidential Information” means any non-public information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with this Agreement that is designated as confidential or that a reasonable person would understand to be confidential, including Customer Data, the terms of this Agreement and any Order Form, non-public business, financial, and technical information, and the Services' non-public features, architecture, and performance characteristics.

12.1.2 Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure without an obligation of confidentiality; (c) is rightfully obtained from a third party without a duty of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

12.2 Obligations

12.2.1 The Receiving Party shall: (a) protect the Disclosing Party's Confidential Information using a degree of care no less than it uses to protect its own confidential information of similar nature, and in no event less than a reasonable degree of care; (b) use the Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose the Confidential Information to any third party except to its Affiliates, employees, contractors, and professional advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Section 12.

12.2.2 The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or a valid order of a court or governmental authority, provided that, where legally permissible, it gives the Disclosing Party reasonable prior notice and discloses only the minimum Confidential Information required.

12.3 Survival

12.3.1 The obligations in this Section 12 shall survive termination or expiration of this Agreement for a period of five (5) years, except with respect to Confidential Information that constitutes a trade secret, for which such obligations shall survive for so long as such information remains a trade secret.

13.1 Intello Legal shall implement and maintain administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data, including encryption of Customer Data in transit and at rest, role-based access controls, logging and monitoring, and a documented incident response process.

13.2 Intello Legal is working toward, and where applicable has obtained or is pursuing, recognized industry security certifications and frameworks, including SOC 2 Type II, ISO/IEC 27001, and ISO/IEC 27701. Customer should refer to the Trust Center documentation for the current status of such certifications and should not rely on any certification status not expressly confirmed therein.

13.3 In the event Intello Legal becomes aware of a confirmed unauthorized access to, acquisition of, or disclosure of Customer Data that compromises its security, confidentiality, or integrity (a “Security Incident”), Intello Legal shall: (a) notify Customer without undue delay, generally within seventy-two (72) hours of confirming the Security Incident; (b) provide reasonably available information regarding its nature and scope; (c) take reasonable steps to investigate, mitigate, and remediate; and (d) provide reasonable cooperation and updates as the investigation progresses.

13.4 Customer shall promptly notify Intello Legal upon becoming aware of any unauthorized access to or use of the Services through Customer's Organization Account or any Authorized User credentials.

13.5 Upon Customer's reasonable written request, and subject to reasonable confidentiality protections, advance notice, and frequency limitations, Intello Legal will make available a summary of its current security practices, relevant audit reports (such as a SOC 2 Type II report, where available, under a mutual non-disclosure agreement), and responses to a standard security questionnaire.

14.1 Intello Legal will use commercially reasonable efforts to make the Services available in accordance with any service level commitments specified in an applicable Order Form or service level exhibit. Where no specific service level commitment is set out, Intello Legal will use commercially reasonable efforts to maintain availability consistent with general industry standards for enterprise software-as-a-service platforms.

14.2 Scheduled maintenance that may result in temporary unavailability will, where reasonably practicable, be carried out during off-peak hours and with reasonable advance notice through in-product notification or email to the Administrator.

14.3 Service availability commitments do not apply to unavailability caused by: (a) Beta Features; (b) Third-Party Services not operated by Intello Legal; (c) Customer's own equipment, network, or internet connectivity; (d) a Force Majeure Event under Section 27; or (e) Customer's breach of this Agreement.

15.1 Customer shall subscribe to the Services under the subscription plan, tier, and Authorized User count specified in the applicable Order Form. Different subscription plans may include different features, usage limits, and support levels.

15.2 Unless otherwise specified in the applicable Order Form, the Subscription Term will automatically renew for successive renewal periods of the same duration as the initial Subscription Term, unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.

15.3 Intello Legal may introduce new subscription plans, features, or usage tiers from time to time. Except as set out in Section 4.4, Customer's existing subscription plan will not be unilaterally downgraded during an active Subscription Term without Customer's consent.

16.1 Fees

16.1.1 Customer shall pay the fees set out in the applicable Order Form (“Fees”). Unless otherwise specified, Fees are quoted and payable in the currency specified in the Order Form and are non-cancelable and non-refundable except as expressly set out in this Agreement.

16.1.2 Intello Legal may increase Fees applicable to a renewal Subscription Term by providing at least sixty (60) days' prior written notice before the start of the renewal term. Fee increases will not apply retroactively or during an active, already-commenced Subscription Term.

16.2 Billing and Payment

16.2.1 Unless otherwise specified in the Order Form, Intello Legal shall invoice Customer in advance for each billing period, and Customer shall pay each invoice within thirty (30) days of the invoice date.

16.2.2 Any amount not paid when due may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, and Intello Legal may suspend access in accordance with Section 18 for material non-payment that remains uncured following written notice and a reasonable cure period of not less than fifteen (15) days.

16.2.3 Customer shall provide complete and accurate billing and contact information and promptly notify Intello Legal of any changes. Any dispute regarding an invoice must be raised in good faith, with reasonable supporting detail, within thirty (30) days of the invoice date, after which the invoice shall be deemed accepted.

16.3 Taxes

16.3.1 Fees are exclusive of all applicable taxes, levies, duties, or similar governmental charges, including value-added tax, goods and services tax, sales tax, and withholding taxes (collectively, “Taxes”), other than taxes based on Intello Legal's net income. Customer is responsible for all such Taxes and Intello Legal will invoice such Taxes where required, unless Customer provides a valid tax exemption certificate.

16.3.2 Where Customer is required by applicable law to withhold tax on payments to Intello Legal, Customer shall: (a) deduct only the minimum withholding tax legally required; (b) pay the remaining net amount to Intello Legal in full; and (c) provide Intello Legal with official tax receipts or certificates evidencing such withholding, in accordance with applicable law, including the Income Tax Act, 1961 of India to the extent applicable.

17.1 Intello Legal will provide customer support in accordance with the support terms specified in the applicable Order Form or a separately published support policy, which may vary by subscription plan.

17.2 Customer shall designate one or more individuals authorized to submit support requests on Customer's behalf and shall provide Intello Legal with reasonable information and cooperation necessary to diagnose and resolve support issues.

17.3 Support does not include: (a) issues arising from Customer's misuse of the Services or breach of this Agreement; (b) issues arising from Third-Party Services or Customer's own systems or network; or (c) custom development, integration, or professional services, which may be available under a separately executed statement of work.

18.1 Intello Legal may suspend Customer's or any Authorized User's access to all or part of the Services, with notice where reasonably practicable, if Intello Legal reasonably determines that: (a) Customer or an Authorized User has materially breached Section 6 or the Acceptable Use Policy; (b) such suspension is necessary to prevent harm to the Services, other customers, or third parties, including in response to a security threat; (c) Customer has failed to cure a material payment default in accordance with Section 16.2.2; or (d) suspension is required to comply with applicable law or a binding order of a governmental authority.

18.2 Where reasonably practicable, Intello Legal will limit any suspension to the minimum scope and duration necessary, and will use commercially reasonable efforts to provide advance notice and an opportunity to cure, except where Intello Legal reasonably determines that immediate suspension without notice is necessary to prevent harm.

18.3 Suspension under this Section 18 does not relieve Customer of its obligation to pay Fees that accrued prior to or during the period of suspension, except where the suspension resulted from Intello Legal's error.

19.1 Term

19.1.1 This Agreement commences on the Effective Date and continues until all Order Forms entered into under this Agreement have expired or been terminated, unless earlier terminated in accordance with this Section 19.

19.2 Termination for Convenience

19.2.1 Either Party may decline to renew an Order Form by providing notice of non-renewal in accordance with Section 15.2. Except as otherwise specified in an Order Form, this Agreement does not provide for termination of an active, paid Subscription Term for convenience.

19.3 Termination for Cause

19.3.1 Either Party may terminate this Agreement or the applicable Order Form upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice describing the breach in reasonable detail, except that Intello Legal may terminate or suspend immediately for breaches of Section 6 as set out in Section 18.

19.3.2 Either Party may terminate this Agreement immediately upon written notice if the other Party: (a) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, insolvency, winding-up, or similar proceedings that are not dismissed within sixty (60) days; or (b) ceases to operate in the ordinary course of business.

19.4 Effect of Termination

19.4.1 Upon expiration or termination: (a) all licenses and rights granted to Customer with respect to the affected Services shall immediately terminate; (b) Customer shall pay all Fees accrued and unpaid as of the effective date of termination; and (c) Section 7.3 and Section 20 shall govern Customer's rights to retrieve Customer Data.

19.4.2 The following Sections shall survive any expiration or termination: Section 1 (Definitions), Sections 7.3-7.4, Section 8, Section 9, Section 12, Section 16 (to the extent accrued), Sections 17 through 23, Section 20, Sections 26 through 31, and any other provision that by its nature should survive.

20.1 Customer's rights to export Customer Data during and following the Subscription Term are governed by Section 7.3.

20.2 Upon Customer's written request made during the Retrieval Period described in Section 7.3.2, Intello Legal will provide reasonable assistance, which may be subject to additional fees for non-standard export formats or volumes, to facilitate Customer's export of Customer Data in a commonly used, structured format.

20.3 Following expiration of the Retrieval Period, Intello Legal will delete or de-identify Customer Data in accordance with its data retention practices described in the Privacy Policy, except to the extent retention is required by applicable law or for legitimate backup, archival, audit, dispute resolution, or legal compliance purposes, in which case such retained data shall remain subject to the confidentiality and security obligations of this Agreement for so long as it is retained.

21.1 Mutual Warranties

21.1.1 Each Party represents and warrants that: (a) it has the full right, power, and authority to enter into and perform this Agreement; (b) the execution and performance of this Agreement does not and will not violate any other agreement to which it is a party; and (c) it will comply with all applicable laws in connection with its performance under this Agreement.

21.2 Intello Legal Warranties

21.2.1 Intello Legal warrants that the Services will perform materially in accordance with the Documentation when used as intended and in accordance with this Agreement. Customer's sole and exclusive remedy, and Intello Legal's sole obligation, for breach of this warranty shall be the correction of the non-conforming Service, or if Intello Legal is unable to correct such non-conformance within a commercially reasonable period, a pro-rata refund of prepaid, unused Fees for the affected Services for the remainder of the then-current Subscription Term.

21.3 Customer Warranties

21.3.1 Customer represents and warrants that: (a) it has obtained all rights, consents, and authorizations necessary to upload and process Customer Data through the Services in accordance with this Agreement and applicable law; and (b) its use of the Services, including its use and dissemination of AI Output, will comply with applicable professional conduct rules and other legal and regulatory requirements applicable to Customer's business.

22.1 Except as expressly set out in Section 21 (Warranties), the Services, the AI Features, and all AI Output are provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, or accuracy, to the maximum extent permitted by applicable law.

22.2 Without limiting the foregoing, Intello Legal does not warrant that: (a) the AI Output will be accurate, complete, reliable, or error-free; (b) the AI Output will identify all risks, issues, or errors present in any contract or document; (c) the Services will be uninterrupted, timely, secure, or free of defects; or (d) any results obtained from use of the Services will meet Customer's requirements or expectations.

22.3 Customer acknowledges that the limitations described in Section 10 (AI Limitations) are inherent to the technology underlying the AI Features and that Intello Legal cannot and does not guarantee the absence of such limitations in any given instance of AI Output.

22.4 Some jurisdictions do not allow the exclusion of certain implied warranties, so some of the exclusions in this Section 22 may not apply to Customer, in which case such exclusions shall apply only to the maximum extent permitted by applicable law.

23.1 Exclusion of Certain Damages. To the maximum extent permitted by applicable law, neither Party (nor its Affiliates, licensors, or suppliers) shall be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, or data, arising out of or related to this Agreement, regardless of the theory of liability and even if such Party has been advised of the possibility of such damages.

23.2 Aggregate Liability Cap. Except as set out in Section 23.4, each Party's total aggregate liability arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total Fees paid or payable by Customer to Intello Legal under the applicable Order Form in the twelve (12) months preceding the event giving rise to the claim.

23.3 Reliance on AI Output. Without limiting Sections 23.1 and 23.2, Intello Legal shall have no liability for any loss, damage, or claim arising from Customer's or any Authorized User's reliance on AI Output without the human professional review required under Section 10.2, or from any use of AI Output as a substitute for independent professional legal judgment.

23.4 Exceptions. The limitations in Sections 23.1 and 23.2 shall not apply to: (a) a Party's indemnification obligations under Section 24; (b) Customer's payment obligations under Section 16; (c) a Party's breach of Section 12 (Confidentiality); (d) a Party's gross negligence, willful misconduct, or fraud; or (e) any liability that cannot be limited or excluded as a matter of applicable law.

23.5 The limitations in this Section 23 apply regardless of the number of claims and are a fundamental basis of the bargain between the Parties and an essential element of the allocation of risk reflected in the Fees.

24.1 Indemnification by Intello Legal

24.1.1 Intello Legal shall defend Customer against any third-party claim alleging that the Services, as provided by Intello Legal and used in accordance with this Agreement, infringe such third party's Intellectual Property Rights (an “IP Claim”), and shall indemnify Customer against damages finally awarded by a court of competent jurisdiction or agreed in settlement arising from such IP Claim.

24.1.2 If an IP Claim arises or Intello Legal reasonably believes one is likely, Intello Legal may, at its option and expense: (a) procure for Customer the right to continue using the affected Services; (b) modify or replace the affected Services to avoid infringement without materially reducing functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected Services and refund Customer any prepaid, unused Fees for the terminated Services.

24.1.3 Intello Legal's obligations under this Section 24.1 do not apply to the extent an IP Claim arises from: (a) Customer Data; (b) modification of the Services by anyone other than Intello Legal; (c) use of the Services in combination with products or services not provided by Intello Legal, where the claim would not have arisen but for such combination; or (d) Customer's use of the Services in violation of this Agreement.

24.2 Indemnification by Customer

24.2.1 Customer shall defend and indemnify Intello Legal against any third-party claim, and resulting damages finally awarded or agreed in settlement, arising from: (a) Customer Data, including any claim that Customer Data, or Customer's provision thereof to Intello Legal, infringes or misappropriates a third party's rights or violates applicable law; (b) Customer's or any Authorized User's breach of Section 6, Section 9, or Section 10.2; or (c) Customer's use of AI Output in violation of this Agreement or applicable professional conduct rules.

24.3 Indemnification Procedure

24.3.1 The indemnified Party shall: (a) promptly notify the indemnifying Party in writing of the claim, provided that failure to provide prompt notice shall not relieve the indemnifying Party except to the extent materially prejudiced; (b) grant the indemnifying Party sole control of the defense and settlement, provided that the indemnifying Party shall not settle any claim in a manner that admits fault on behalf of the indemnified Party or imposes any obligation on it without its prior written consent, not to be unreasonably withheld; and (c) provide reasonable cooperation, at the indemnifying Party's expense, in the defense of the claim.

25.1 Each Party shall comply with all applicable laws, rules, and regulations in connection with its performance under this Agreement, including applicable data protection, anti-bribery and anti-corruption, and trade compliance laws.

25.2 Customer shall comply with all applicable laws governing its use of the Services, including any laws or professional conduct rules applicable to Customer's industry or profession concerning the use of artificial intelligence tools, client confidentiality, and data protection.

25.3 Each Party shall maintain compliance with anti-bribery and anti-corruption laws applicable to its operations, including, as applicable, the Prevention of Corruption Act, 1988 of India, the U.S. Foreign Corrupt Practices Act, and the UK Bribery Act 2010, and shall not offer, give, or receive any improper payment or benefit in connection with this Agreement.

26.1 The Services may be subject to export control and economic sanctions laws of India, the United States, the European Union, the United Kingdom, and other applicable jurisdictions. Customer shall not, directly or indirectly, export, re-export, or transfer the Services in violation of such laws.

26.2 Customer represents and warrants that it is not: (a) named on any restricted party, denied party, debarred party, or sanctioned party list maintained by the Government of India, the U.S. Department of Treasury's Office of Foreign Assets Control, the U.S. Department of Commerce, the European Union, or the United Kingdom; or (b) located in, or a national or resident of, a country or territory subject to comprehensive trade sanctions, to the extent such designation would prohibit Customer from receiving the Services under applicable law.

26.3 Intello Legal may suspend or terminate this Agreement immediately, without liability, if it reasonably determines that continued provision of the Services to Customer would violate applicable export control or sanctions laws.

27.1 Neither Party shall be liable for any failure or delay in performance under this Agreement (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond that Party's reasonable control, including acts of God, natural disaster, fire, flood, pandemic or epidemic, war, terrorism, civil unrest, governmental action, labor dispute, internet or telecommunications failure, or failure of a third-party provider not within that Party's reasonable control (a “Force Majeure Event”).

27.2 The Party affected by a Force Majeure Event shall promptly notify the other Party and use commercially reasonable efforts to mitigate the impact and resume performance as soon as reasonably practicable.

27.3 If a Force Majeure Event continues for more than thirty (30) consecutive days, either Party may terminate the affected Order Form upon written notice, without further liability other than payment for Services rendered prior to the Force Majeure Event.

28.1 Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party, except that either Party may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets relating to this Agreement, provided that the assignee agrees in writing to be bound by the terms of this Agreement.

28.2 Any attempted assignment in violation of this Section 28 shall be void. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

29.1 Severability

29.1.1 If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if such modification is not possible, such provision shall be severed, and the remaining provisions shall continue in full force and effect.

29.2 Entire Agreement

29.2.1 This Agreement, together with all Order Forms and policies incorporated by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, proposals, negotiations, and communications, whether written or oral.

29.2.2 In the event of a conflict between the body of this Agreement and a policy incorporated by reference (such as the Acceptable Use Policy, Privacy Policy, or AI Use and Responsible AI Policy), the body of this Agreement controls with respect to matters expressly addressed therein, and the incorporated policy controls with respect to matters not addressed in the body of this Agreement.

29.2.3 No terms or conditions set out in any purchase order, vendor onboarding form, or similar document issued by Customer shall modify or supplement this Agreement, notwithstanding Intello Legal's acknowledgment or acceptance of such document for administrative purposes, unless expressly agreed to in writing by an authorized signatory of Intello Legal.

29.3 Amendment

29.3.1 Intello Legal may update this Agreement from time to time to reflect changes in the Services, legal or regulatory requirements, or industry practice, with at least thirty (30) days' prior notice of any material change through in-product notification or email to the Administrator, except for changes required to comply with applicable law, which may take effect immediately upon notice. Customer's continued use of the Services after the effective date of a material change constitutes acceptance; if Customer does not agree, Customer's sole remedy is to decline renewal of the affected Order Form in accordance with Section 15.2.

29.3.2 Notwithstanding Section 29.3.1, any change to Fees during an active Subscription Term is governed exclusively by Section 16.1.2, and any change to the limitation of liability, indemnification, or governing law provisions shall require Customer's affirmative written consent or execution of an amended Order Form.

29.4 Waiver

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

29.5 Relationship of the Parties

29.5.1 The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties.

29.6 Notices

29.6.1 Except as otherwise specified, all notices under this Agreement shall be in writing and delivered by email (with confirmation of receipt or non-bounce-back), courier, or registered post to the addresses specified in the applicable Order Form or, in the case of notices to Intello Legal, to intellolegal@gmail.com. Notices to Customer may also be delivered via in-product notification or to the email address associated with Customer's Administrator account.

29.7 Publicity

29.7.1 Neither Party shall use the other Party's name, logo, or trademarks in any press release, marketing material, or public statement without the other Party's prior written consent, except that Intello Legal may identify Customer as a customer of the Services in a customer list or similar general reference, subject to Customer's right to opt out by written notice.

29.8 Order of Precedence

29.8.1 In case of any inconsistency between the documents comprising this Agreement, the order of precedence, from highest to lowest, shall be: (a) the applicable Order Form; (b) the body of this Agreement; and (c) any policy incorporated by reference, including the Acceptable Use Policy, Privacy Policy, AI Use and Responsible AI Policy, and Documentation.

30.1 Governing Law

30.1.1 This Agreement and any dispute arising out of or in connection with it, including any non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles.

30.2 Dispute Resolution; Arbitration

30.2.1 The Parties shall first attempt to resolve any dispute through good-faith negotiation between senior representatives of each Party for a period of not less than thirty (30) days following written notice of the dispute.

30.2.2 If a dispute is not resolved through negotiation, such dispute shall be referred to and finally resolved by arbitration administered under the Arbitration and Conciliation Act, 1996 of India (as amended), conducted in accordance with the rules of the designated arbitral institution then in effect. The seat and venue of arbitration shall be in India, and the language of the arbitration shall be English. The arbitral award shall be final and binding and may be enforced in any court of competent jurisdiction.

30.2.3 Notwithstanding Section 30.2.2, either Party may seek interim, provisional, or injunctive relief from a court of competent jurisdiction at any time, including to protect its Intellectual Property Rights or Confidential Information, without waiving its right to arbitration of the underlying dispute.

30.2.4 Subject to Section 30.2.3, the competent courts in India shall have exclusive jurisdiction over: (a) any proceedings ancillary to the arbitration, including applications for interim relief; and (b) enforcement of any arbitral award rendered pursuant to Section 30.2.2.

30.2.5 Class Action Waiver. To the maximum extent permitted by applicable law, each Party agrees that any dispute resolution proceeding under this Agreement will be conducted only on an individual basis and not as a class, collective, consolidated, or representative action.

For questions regarding this Agreement, or to provide any notice required under this Agreement, please contact Intello Legal at intellolegal@gmail.com (legal and commercial, security, privacy and data protection, grievance, and general support inquiries).