Terms of Service

2.1 Grant of Rights

Subject to Subscriber's compliance with this Agreement and timely payment of all applicable fees, Zuben grants Subscriber a non-exclusive, non-transferable, non-sublicensable (except to Authorized Users), revocable right to access and use the Platform during the Subscription Term solely for Subscriber's internal legal research, analysis, and work product generation purposes in accordance with the Documentation and the applicable Subscription Plan.

2.2 Authorized Users

Subscriber may permit Authorized Users to access the Platform under Subscriber's account, subject to the user seat limitations of the applicable Subscription Plan. Subscriber is responsible for (a) ensuring that each Authorized User complies with this Agreement, (b) all activities conducted under Subscriber's account, (c) maintaining the confidentiality of account credentials, and (d) promptly notifying Zuben of any unauthorized access or use.

2.3 Use Restrictions

Subscriber shall not, and shall not permit any Authorized User or third party to:

1. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, prompt architectures, model weights, or training data of the Platform;
2. sublicense, resell, rent, lease, or otherwise make the Platform available to any third party, or use the Platform to provide legal services to third parties on a bureau or service-bureau basis, except that an Authorized User who is a licensed attorney may use Outputs in the ordinary course of providing legal services to the attorney's clients;
3. use the Platform in any manner that violates applicable law, regulation, court order, or professional responsibility rule;
4. use the Platform to generate content that is fraudulent, defamatory, obscene, or that infringes the rights of any third party;
5. interfere with, disrupt, or circumvent the security, integrity, or performance of the Platform or any related systems;
6. use automated means (including bots, scrapers, or crawlers) to access the Platform except through Zuben's published API in accordance with the Documentation;
7. remove, obscure, or alter any proprietary notices, labels, or markings on the Platform;
8. use the Platform to develop a competing product or service, or to benchmark the Platform for purposes of developing or improving a competing product or service; or
9. upload or transmit any malicious code, virus, or harmful component to the Platform.

2.4 Platform Modifications

Zuben may update, modify, or enhance the Platform from time to time. Zuben will use commercially reasonable efforts to provide advance notice of material changes that adversely affect Platform functionality. No update will materially diminish the core functionality of the Platform during a paid Subscription Term without Subscriber's consent, except where required by law or to address a security vulnerability.

3.1 Subscriber Data Ownership

As between Zuben and Subscriber, Subscriber retains all right, title, and interest in and to all Subscriber Data. Nothing in this Agreement transfers or assigns any ownership interest in Subscriber Data to Zuben.

3.2 Limited License to Process Subscriber Data

Subscriber grants Zuben a limited, non-exclusive, non-transferable license to access, process, store, and transmit Subscriber Data solely to the extent necessary to (a) provide the Platform and generate Outputs as directed by Subscriber and its Authorized Users, (b) maintain, secure, and improve the technical infrastructure supporting the Platform, and (c) comply with applicable law. This license terminates upon expiration or termination of this Agreement, subject to the data retention provisions of Section 3.5.

3.3 No Training on Subscriber Data

Zuben will not use Subscriber Data, including Subscriber Inputs and Outputs, to train, fine-tune, retrain, improve, or otherwise develop any machine learning model, artificial intelligence system, algorithm, or derivative technology. This prohibition is absolute and survives expiration or termination of this Agreement. Subscriber Data is processed solely for the purpose of delivering the Platform services to Subscriber.

For the avoidance of doubt, aggregate, de-identified usage metadata (such as feature utilization rates, error frequencies, and performance metrics that cannot be used to reconstruct Subscriber Data or identify any individual) may be used by Zuben to monitor and improve Platform performance and reliability. No content of Subscriber Inputs or Outputs is included in such metadata.

3.4 Confidentiality Obligations

Each party agrees to (a) hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own Confidential Information (but in no event less than reasonable care), (b) not disclose Confidential Information to any third party except as expressly permitted by this Agreement, and (c) use Confidential Information solely for the purposes of performing under or exercising rights granted by this Agreement.

Zuben acknowledges and agrees that Subscriber Data may contain information subject to attorney-client privilege, work product protection, and other legal protections. Zuben's confidentiality obligations under this Section 3.4 extend to all such protected information, and Zuben will treat all Subscriber Data as presumptively privileged and confidential.

Permitted disclosures of Confidential Information are limited to (a) employees, contractors, and agents of the receiving party who have a need to know and are bound by obligations of confidentiality at least as protective as those in this Agreement, (b) as required by applicable law, regulation, or legal process, provided that the receiving party (to the extent legally permitted) gives the disclosing party prompt written notice and cooperates in any effort to obtain protective treatment, and (c) Zuben's infrastructure providers, subject to the requirements of Section 3.7.

3.5 Data Retention and Deletion

Subscriber Data is retained in encrypted form during the active session and for a period of [30/60/90] days following the session (the "Retention Period") solely to enable Subscriber to retrieve and download Outputs. Upon expiration of the Retention Period, Subscriber Data is automatically and irreversibly purged from all active systems. Subscriber may trigger immediate deletion of any session data at any time through the Platform's data management interface.

Upon expiration or termination of this Agreement, Zuben will (a) make Subscriber Data available for export for a period of thirty (30) days following the effective date of expiration or termination and (b) thereafter delete all Subscriber Data from its systems within thirty (30) days, except to the extent retention is required by applicable law. Upon Subscriber's written request, Zuben will certify in writing that deletion has been completed.

3.6 Security

Zuben maintains administrative, technical, and physical safeguards designed to protect Subscriber Data against unauthorized access, use, alteration, disclosure, and destruction. These safeguards include, at a minimum:

1. encryption of Subscriber Data in transit (TLS 1.2 or higher) and at rest (AES-256 or equivalent);
2. access controls limiting Platform access to authenticated and authorized users;
3. regular security assessments and vulnerability testing;
4. incident detection, response, and notification procedures;
5. employee background checks, confidentiality agreements, and security training for personnel with access to Subscriber Data; and
6. security safeguards consistent with industry standards. Zuben is pursuing SOC 2 Type II certification and will make audit reports available to Subscriber upon request under a non-disclosure agreement upon completion of the certification process.

Zuben will notify Subscriber without undue delay, and in any event within seventy-two (72) hours, of any unauthorized access to, or acquisition, disclosure, or use of, Subscriber Data (a "Security Incident"). The notification will include a description of the incident, the categories and approximate volume of data affected, the measures taken or proposed to address the incident, and the contact information for Zuben's designated incident response contact.

3.7 Subprocessors

Zuben uses third-party infrastructure and service providers ("Subprocessors") to deliver the Platform. Zuben will (a) enter into written agreements with each Subprocessor imposing data protection obligations no less protective than those in this Agreement, (b) remain responsible for the acts and omissions of its Subprocessors, and (c) provide Subscriber with thirty (30) days' advance notice before engaging any new Subprocessor that will process Subscriber Data. If Subscriber reasonably objects to a new Subprocessor on data protection grounds, the parties will work in good faith to resolve the objection. If no resolution is reached within thirty (30) days, Subscriber may terminate this Agreement without penalty.

4.1 Platform Ownership

Zuben and its licensors retain all right, title, and interest in and to the Platform, including all software, algorithms, prompt architectures, analytical engines, work product templates, supplements, models, methodologies, Documentation, and all improvements, enhancements, and derivatives thereof. Nothing in this Agreement grants Subscriber any right in the Platform except the limited access rights expressly granted in Section 2.1.

4.2 Output Ownership

Subject to Section 4.1, Subscriber owns all right, title, and interest in and to the Outputs generated through Subscriber's use of the Platform. Zuben hereby assigns to Subscriber (and to the extent assignment is not legally effective, grants Subscriber an exclusive, perpetual, irrevocable, worldwide, royalty-free license to) all Intellectual Property Rights in the Outputs. Zuben retains no rights in the Outputs and makes no claim of joint authorship, co-ownership, or license-back with respect to any Output.

4.3 Feedback

If Subscriber provides suggestions, ideas, enhancement requests, or other feedback regarding the Platform ("Feedback"), Subscriber grants Zuben a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and incorporate Feedback into the Platform. Feedback does not include Subscriber Data or Outputs.

4.4 IP Remediation

If the Platform becomes, or in Zuben's reasonable opinion is likely to become, the subject of a third-party claim that it infringes a valid United States patent, copyright, or trade secret (an "IP Claim"), Zuben will, at its option and expense, (a) procure the right for Subscriber to continue using the Platform, (b) replace or modify the Platform to make it non-infringing without materially diminishing its functionality, or (c) if neither (a) nor (b) is commercially practicable, terminate the affected Subscription Plan and refund prepaid fees for the unused portion of the Subscription Term. This Section 4.4 states Zuben's sole obligation and Subscriber's exclusive remedy with respect to any IP Claim relating to the Platform.

4.5 No Output Warranty

Outputs are generated by artificial intelligence based on Subscriber Inputs and the Platform's analytical engine. Zuben makes no representation or warranty regarding the originality, non-infringement, or intellectual property status of any Output. Subscriber is solely responsible for evaluating the intellectual property implications of any Output before use.

5.1 The Platform Is a Tool, Not a Lawyer

The Platform is a legal research, analysis, and work product generation tool. Zuben is not a law firm, does not provide legal advice, and does not form an attorney-client relationship with Subscriber, Subscriber's clients, or any other person. All Outputs are generated by artificial intelligence and must be independently reviewed, verified, and approved by a licensed attorney before use in any client matter, court filing, regulatory submission, or other professional context.

5.2 Subscriber's Professional Obligations

Subscriber acknowledges and agrees that:

1. Subscriber retains sole and exclusive professional responsibility for all Outputs, including their accuracy, completeness, legal sufficiency, and appropriateness for any particular use;
2. Subscriber is responsible for complying with all applicable rules of professional conduct, including rules governing competence, confidentiality, communication, supervision, and candor to tribunals, as adopted in Subscriber's jurisdiction(s) of licensure;
3. Subscriber is responsible for obtaining any client consent required by applicable professional responsibility rules before using the Platform in connection with a client matter;
4. Subscriber is responsible for verifying all legal citations, case holdings, statutory references, regulatory provisions, and factual assertions contained in any Output before reliance or use, and for confirming the current validity of all cited authorities through authoritative legal research databases;
5. Subscriber is responsible for determining whether use of the Platform is consistent with any court order, protective order, confidentiality agreement, or other restriction applicable to the underlying matter; and
6. Subscriber assumes all risk associated with the use of Outputs in litigation, transactions, regulatory proceedings, or any other professional context.

5.3 No Guarantee of Accuracy

5.4 Privilege Preservation Support

Zuben's data handling commitments in Article III are designed to support the position that Subscriber's use of the Platform does not constitute disclosure to a third party that would waive attorney-client privilege or work product protection. Specifically, (a) Subscriber Data is processed in encrypted, access-controlled environments, (b) no Subscriber Data is used for model training, (c) Subscriber Data is not disclosed to third parties except as described in Section 3.7, subject to confidentiality protections, and (d) Zuben functions as a tool under attorney direction, not as an independent recipient of privileged communications.

Notwithstanding the foregoing, Zuben makes no legal determination or guarantee that use of the Platform preserves privilege in any particular jurisdiction or matter. Subscriber is responsible for independently evaluating the privilege implications of Platform use in light of applicable law and the specific circumstances of each matter.

6.1 Fees

Subscriber shall pay all fees specified in the applicable Order Form or pricing page. All fees are quoted in United States dollars and are exclusive of applicable taxes. Unless otherwise specified in the Order Form, fees are non-refundable except as expressly provided in this Agreement.

6.2 Payment Terms

Invoiced fees are due within thirty (30) days of the invoice date. For self-service subscriptions, fees are charged to the payment method on file at the beginning of each billing period. Zuben reserves the right to suspend access to the Platform if payment is more than fifteen (15) days past due, following written notice and a five (5) business-day cure period.

6.3 Taxes

Subscriber is responsible for all applicable sales, use, value-added, and similar taxes, excluding taxes based on Zuben's income. If Zuben is required to collect such taxes, they will be invoiced to Subscriber and paid in accordance with Section 6.2.

6.4 Fee Changes

Zuben may adjust fees for renewal Subscription Terms upon sixty (60) days' advance written notice prior to the commencement of the renewal term. Fee increases during a current Subscription Term require Subscriber's written consent.

7.1 Term

This Agreement commences on the Effective Date and continues for the initial Subscription Term specified in the applicable Order Form. Unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term, the Subscription Term will automatically renew for successive periods of equal length.

7.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach, (b) becomes insolvent, files for bankruptcy, or has a receiver appointed for a substantial portion of its assets, or (c) ceases to operate in the ordinary course of business.

7.3 Termination for Convenience

Subscriber may terminate this Agreement for convenience upon thirty (30) days' prior written notice, unless the applicable Order Form specifies a minimum commitment period, evaluation period, or different termination rights, in which case the Order Form shall govern. Unless the Order Form provides otherwise, no refund of prepaid fees will be issued for termination for convenience during a paid Subscription Term.

7.4 Effects of Termination

Upon expiration or termination of this Agreement, (a) Subscriber's access to the Platform will cease, (b) each party will return or destroy the other party's Confidential Information (subject to the data export provisions of Section 3.5), and (c) the following provisions survive: Articles I, III, IV, V, VIII, IX, X, and XI, together with any other provisions that by their nature should survive.

8.1 Zuben Warranties

Zuben represents and warrants that (a) it has the authority to enter into this Agreement and grant the rights granted herein, (b) the Platform will perform materially in accordance with the Documentation during the Subscription Term, (c) it will provide the Platform in compliance with all applicable laws, and (d) it will maintain commercially reasonable security measures as described in Section 3.6 throughout the Subscription Term.

8.2 Disclaimer of Warranties

8.3 Limitation of Liability

1. (a) General Cap. EXCEPT FOR THE EXCLUDED CLAIMS SET FORTH IN SECTION 8.3(c), NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL EXCEED THE TOTAL FEES PAID OR PAYABLE BY SUBSCRIBER TO ZUBEN DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
2. (b) Super-Cap. FOR CLAIMS ARISING FROM (1) ZUBEN'S BREACH OF SECTION 3.3, (2) ZUBEN'S BREACH OF SECTION 3.4, OR (3) ZUBEN'S BREACH OF SECTION 3.6, THE AGGREGATE LIABILITY CAP IS TWO TIMES (2x) THE GENERAL CAP.
3. (c) Excluded Claims. THE FOLLOWING CLAIMS ARE NOT SUBJECT TO ANY LIMITATION OF LIABILITY: (1) EITHER PARTY'S FRAUD OR WILLFUL MISCONDUCT, (2) SUBSCRIBER'S PAYMENT OBLIGATIONS, AND (3) EITHER PARTY'S INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS.
4. (d) Exclusion of Consequential Damages. EXCEPT FOR THE EXCLUDED CLAIMS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.1 Subscriber's Indemnification

Subscriber will defend, indemnify, and hold harmless Zuben and its officers, directors, employees, and agents from and against any third-party claim, demand, suit, or proceeding (and all related damages, losses, costs, and expenses, including reasonable attorneys' fees) arising from (a) Subscriber's use of Outputs in violation of applicable law or professional responsibility rules, (b) Subscriber Data that infringes the rights of any third party, (c) Subscriber's material breach of this Agreement, or (d) the negligence or willful misconduct of Subscriber or its Authorized Users in connection with the Platform.

9.2 Indemnification Procedures

Subscriber's indemnification obligations are conditioned on (a) prompt written notice of the claim (provided that failure to give prompt notice will only reduce Subscriber's obligation to the extent it is materially prejudiced), (b) Zuben's reasonable cooperation at Subscriber's expense, and (c) Subscriber's sole control of the defense and settlement (provided that no settlement may admit liability on Zuben's behalf without Zuben's written consent).

10.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles.

10.2 Informal Resolution

Before initiating any formal dispute resolution proceeding, the parties will attempt in good faith to resolve the dispute informally. Either party may initiate the informal process by sending a written description of the dispute to the other party. The parties will meet (in person or by videoconference) within fourteen (14) days to discuss resolution. If the dispute is not resolved within thirty (30) days of the initial notice, either party may proceed to formal resolution under Section 10.3.

10.3 Arbitration

Any dispute, controversy, or claim arising out of or relating to this Agreement that is not resolved pursuant to Section 10.2 will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator in Broward County, Florida. The arbitrator's award will be final and binding, and judgment may be entered in any court of competent jurisdiction. Each party will bear its own costs and attorneys' fees unless the arbitrator determines otherwise.

10.4 Class Action Waiver

10.5 Equitable Relief

Notwithstanding Sections 10.2 and 10.3, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending the outcome of dispute resolution, including to enforce confidentiality obligations or protect Intellectual Property Rights.

11.1 Entire Agreement

This Agreement, together with all Order Forms and the Privacy Policy, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. In the event of a conflict between this Agreement and an Order Form, the Order Form will control to the extent of the conflict.

11.2 Amendments

Zuben may amend this Agreement by posting a revised version at this URL and providing Subscriber with at least thirty (30) days' advance written notice (by email to the address associated with Subscriber's account) of any material change. Continued use of the Platform after the effective date of the amendment constitutes acceptance. If Subscriber does not agree to a material amendment, Subscriber may terminate this Agreement in accordance with Section 7.3, and such termination will be treated as a termination without cause for fee refund purposes only if the amendment materially and adversely affects Subscriber's rights.

11.3 Assignment

Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes all obligations under this Agreement. Any attempted assignment in violation of this section is void.

11.4 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

11.5 Waiver

No failure or delay by either party in exercising any right or remedy will operate as a waiver of that right or remedy. No waiver will be effective unless made in writing and signed by the waiving party.

11.6 Force Majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, government actions, labor disputes, internet or utility failures, or third-party service provider outages. The affected party will promptly notify the other party of the force majeure event and use commercially reasonable efforts to mitigate its effects.

11.7 Notices

All notices under this Agreement must be in writing and delivered by email (with confirmation of receipt), certified mail, or recognized overnight courier. Notices to Zuben shall be sent to legal@zuben.ai. Notices to Subscriber shall be sent to the email address associated with Subscriber's account.

11.8 Independent Contractors

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

11.9 Third-Party Beneficiaries

This Agreement does not confer any rights or remedies on any person or entity other than the parties and their permitted successors and assigns. Subscriber's clients are not third-party beneficiaries of this Agreement.

11.10 Export Compliance

Subscriber will comply with all applicable export and import control laws and regulations in connection with its use of the Platform.

11.11 Government Use

If Subscriber is a government entity, the Platform is provided as a "commercial item" as defined in 48 C.F.R. � 2.101, and Subscriber's rights are limited to those granted in this Agreement.

11.12 Accessibility

Zuben will use commercially reasonable efforts to make the Platform accessible in accordance with the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA.

11.13 Electronic Acceptance

This Agreement may be accepted electronically (including by click-through, electronic signature, or API authentication). Electronic acceptance constitutes a valid and binding agreement to the same extent as a physical signature.

11.14 Compliance with Applicable Privacy Laws

Zuben's collection, use, retention, and disclosure of personal data in connection with the Platform are governed by the Privacy Policy, which is designed for compliance with all applicable federal and state privacy and data protection laws, including without limitation the California Consumer Privacy Act as amended by the California Privacy Rights Act, the Texas Data Privacy and Security Act, the Maryland Online Data Privacy Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, the Oregon Consumer Privacy Act, the Virginia Consumer Data Protection Act, and all other comprehensive state consumer privacy statutes now or hereafter in effect (collectively, "Applicable Privacy Laws"). To the extent any provision of this Agreement conflicts with a Subscriber's rights under Applicable Privacy Laws, the Applicable Privacy Laws will control.

11.15 Consumer Rights Preserved

To the extent Subscriber or any Authorized User qualifies as a "consumer" under any Applicable Privacy Law, this Agreement does not require Subscriber to waive any consumer right that is non-waivable under such law. Zuben will honor universal opt-out mechanisms, including Global Privacy Control signals, as required by applicable law. Zuben will process requests to exercise consumer privacy rights in accordance with the procedures and timelines specified in the Privacy Policy and Applicable Privacy Laws.