These Terms of Service govern access to and use of the Visalaw AI platform, website, and related services offered by Visalaw Ventures, INC, d/b/a Visalaw AI.

1. Scope and Order of Precedence

These Terms are a fallback agreement for: (a) potential customers using the Services during a trial, proof of concept, pilot, beta, or evaluation period; and (b) customers who access or purchase the Services without having entered into a separate written SaaS Agreement with Visalaw that expressly supersedes these Terms.

If Visalaw and Customer enter into a written SaaS Agreement, order form, or other signed agreement that expressly supersedes these Terms, that signed agreement controls to the extent of any conflict. Where applicable, a Data Processing Addendum or Security Addendum executed by the parties or expressly incorporated into an order form will control on its subject matter. The Privacy Policy applies only to personal information that Visalaw processes as a controller, such as website visitor, prospect, marketing, and account-administration information. These Terms control with respect to Customer Data and Content processed in connection with the Services, except to the extent a DPA or Security Addendum applies and states otherwise.

By clicking to accept, signing an order form that incorporates these Terms, or accessing or using the Services, Customer agrees to these Terms. If an individual accepts these Terms on behalf of an organization, that individual represents and warrants that they have authority to bind that organization.

2. Definitions

"Customer" means the person or entity accepting these Terms.

"User" means an employee, contractor, or other individual authorized by Customer to access the Services on Customer's behalf.

"Customer Data" means non-public documents, files, records, and other data uploaded or otherwise provided by Customer or its Users to the Services, excluding general usage telemetry and account-administration data collected by Visalaw as controller.

"Input" means prompts, queries, instructions, and other content submitted to the Services by Customer or its Users.

"Output" means content generated by the Services in response to Input.

"Content" means Input and Output collectively. For purposes of confidentiality, data protection, and security obligations under these Terms, Content is treated as Customer Data.

"Services" means Visalaw AI's software, hosted platform, websites, APIs, features, add-ons, documentation, support, and related services made available by Visalaw.

"Trial" means any proof of concept, pilot, beta, evaluation, sandbox, or other limited pre-production access period designated by Visalaw.

3. Access Rights and Account Responsibilities

Subject to Customer's compliance with these Terms, Visalaw grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term or Trial to access and use the Services for Customer's internal business purposes.

Customer is responsible for all acts and omissions of its Users and for maintaining the confidentiality of account credentials. Customer will promptly notify Visalaw of any known or suspected unauthorized access or security incident affecting Customer's account.

Customer and its Users must be at least 18 years old and legally able to enter into this agreement.

4. Acceptable Use and Restrictions

Customer will not, and will not permit any User or third party to:

• reverse engineer, decompile, disassemble, decode, decrypt, or otherwise attempt to derive source code or underlying models, except to the extent such restriction is prohibited by applicable law;

• copy, frame, mirror, modify, create derivative works of, resell, sublicense, lease, rent, distribute, or otherwise exploit the Services except as expressly permitted by these Terms;

• use robots, scrapers, spiders, or similar automated means to extract the Services or underlying data, except through expressly authorized APIs and documentation;

• use the Services in violation of applicable law, professional obligations, privacy rights, intellectual property rights, or contractual restrictions;

• upload, submit, or transmit malware, harmful code, or content designed to disrupt, disable, or impair the Services;

• interfere with the integrity, security, or performance of the Services or attempt to gain unauthorized access to the Services or related systems;

• use the Services to develop, benchmark, or improve a competing product or service; or

• use any Output, Content, or other information obtained from the Services to train, test, fine-tune, or otherwise improve any machine learning model or artificial intelligence system, except as expressly authorized in writing by Visalaw.

5. Customer Responsibilities

Customer is responsible for: (a) obtaining and maintaining all rights, consents, permissions, and legal bases necessary to provide Customer Data and Input to the Services; (b) the accuracy, quality, legality, and appropriateness of Customer Data and Input; (c) reviewing Output for accuracy and suitability before use; and (d) using the Services in a manner consistent with applicable legal and ethical obligations, including any professional duties owed by Customer or its personnel.

Customer will not provide payment card data, special access credentials, or other highly sensitive information through the Services unless the Services are expressly intended for that use and the parties have agreed to appropriate handling procedures.

6. AI-Specific Terms

The Services may use artificial intelligence, machine learning, retrieval, and automation features to generate Output or assist with search, drafting, classification, summarization, and workflow tasks.

Output is probabilistic and may be inaccurate, incomplete, outdated, or unsuitable for a particular purpose. Customer is solely responsible for evaluating Output and for all decisions, advice, actions, and omissions based on use of the Services.

The Services are not a law firm and do not provide legal advice, legal representation, or create an attorney-client relationship. Any legal, compliance, business, or operational decisions made using the Services remain the responsibility of Customer and its Users.

7. Customer Data; Privacy; Security

As between the parties, Customer retains all right, title, and interest in and to Customer Data and Content. Customer grants Visalaw a non-exclusive, worldwide, royalty-free license to host, process, transmit, display, and otherwise use Customer Data and Content solely as necessary to provide, secure, maintain, support, and improve the Services in accordance with these Terms.

Visalaw will not use Customer Data or Content to train any AI models. Visalaw's third-party AI model providers are contractually prohibited from training on Customer Data or Content submitted through the Services.

Visalaw maintains administrative, technical, and physical safeguards designed to protect Customer Data and Content, including encryption at rest, encryption in transit, least-privilege access controls, and multi-factor authentication for administrative access.

Visalaw personnel may access Customer Data or Content only to provide or support the Services, maintain system security, prevent abuse, investigate errors, comply with law, or enforce these Terms. These access activities remain subject to confidentiality obligations.

Visalaw may generate aggregated, de-identified operational metadata, such as service performance metrics, feature usage patterns, and error rates, to operate and improve the Services, provided that such data does not include matter-level content and is not used to identify Customer or any natural person.

The Privacy Policy applies to personal information Visalaw processes as a controller, including website, marketing, prospect, and account-administration information. For Customer Data and Content processed on behalf of Customer through the Services, these Terms and any applicable DPA govern.

8. Confidentiality

Each party may receive non-public, confidential, or proprietary information of the other party ("Confidential Information"). Confidential Information includes the terms of this agreement, Customer Data, Content, security information, product roadmaps, technical documentation, and non-public business information that a reasonable person would understand to be confidential under the circumstances.

The receiving party will: (a) use the disclosing party's Confidential Information only as necessary to exercise rights and perform obligations under these Terms; (b) protect that Confidential Information using at least reasonable care; and (c) disclose it only to personnel, affiliates, contractors, advisors, and subprocessors with a need to know and who are bound by confidentiality obligations at least as protective as those set out here.

Confidential Information does not include information that the receiving party can demonstrate: (i) is or becomes public through no breach of these Terms; (ii) was lawfully known without restriction before disclosure; (iii) is lawfully received from a third party without breach of a duty; or (iv) is independently developed without use of the disclosing party's Confidential Information.

A party may disclose Confidential Information to the extent required by law, subpoena, court order, or regulatory request, provided that, where legally permitted, it gives the other party reasonable notice and cooperates with efforts to seek confidential treatment.

9. Trials

If Visalaw provides Customer access to the Services on a Trial basis, that access is limited to the period designated by Visalaw and may include reduced functionality, reduced support, usage caps, and other limitations.

Unless otherwise expressly agreed in writing, Trial access is provided on an "as is" and "as available" basis, may be modified or discontinued at any time, and may be suspended immediately if Customer breaches these Terms or if Visalaw reasonably believes continued access presents legal, security, or operational risk.

At the end of the Trial, Visalaw may disable access to Trial environments and delete associated Trial data unless Customer converts to a paid subscription or the parties agree otherwise in writing. Customer is responsible for exporting any data it wishes to retain before the Trial ends. Where a DPA or written deletion commitment applies, that commitment will control with respect to covered data.

10. Fees and Payment

Paid subscriptions, if any, will be billed in accordance with the applicable online checkout flow, quote, order form, or other pricing communication accepted by Customer.

Unless otherwise stated in writing, fees are due in advance, non-cancelable for the paid period purchased, and non-refundable except as required by law.

Customer authorizes Visalaw and its payment processors to charge the payment method on file for applicable fees, taxes, and related charges. Customer is responsible for keeping billing information accurate and current.

Late amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

11. Term; Suspension; Termination

These Terms begin when Customer first accepts or uses the Services and continue until all subscriptions and Trials under these Terms have expired or been terminated.

Visalaw may suspend access to the Services immediately, in whole or in part, if: (a) Customer breaches these Terms; (b) payment is overdue; (c) Customer's use creates a security, legal, or operational risk; (d) required third-party services become unavailable; or (e) suspension is required by law.

Either party may terminate these Terms for cause if the other party materially breaches these Terms and fails to cure that breach within thirty (30) days after written notice, except that Visalaw may terminate immediately for breaches involving misuse of the Services, unlawful conduct, or security threats.

Either party may terminate a month-to-month or no-fixed-term paid subscription for convenience on thirty (30) days' written notice, unless a different notice period is stated in an applicable order or checkout flow.

Upon expiration or termination: (i) Customer's access rights end; (ii) accrued payment obligations survive; and (iii) Visalaw will handle Customer Data and Content in accordance with these Terms and any applicable DPA or written deletion commitment.

12. Intellectual Property

Visalaw and its licensors retain all right, title, and interest in and to the Services, including all software, models, interfaces, documentation, branding, and related intellectual property, other than Customer Data and rights expressly granted to Customer under these Terms.

Customer may use Output for its internal business purposes, subject to these Terms, applicable law, and any third-party restrictions disclosed in documentation or product notices.

If Customer provides feedback, suggestions, enhancement requests, or ideas regarding the Services, Visalaw may use them without restriction or obligation, provided that such use does not grant Visalaw any ownership rights in Customer Data.

13. Warranties; Disclaimers

Each party represents that it has the authority to enter into these Terms.

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." VISALAW DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT OUTPUT WILL BE ACCURATE OR COMPLETE.

VISALAW DOES NOT PROVIDE LEGAL ADVICE, TAX ADVICE, OR OTHER PROFESSIONAL ADVICE, AND CUSTOMER MUST NOT RELY ON THE SERVICES AS A SUBSTITUTE FOR INDEPENDENT PROFESSIONAL JUDGMENT.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE FEES PAID OR PAYABLE BY CUSTOMER TO VISALAW FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND U.S. DOLLARS (US \$1,000).

The exclusions and cap above do not apply to: (i) Customer's breach of the Acceptable Use and restriction provisions; (ii) either party's breach of confidentiality; (iii) either party's fraud, willful misconduct, or violation of applicable law; or (iv) Customer's payment obligations.

15. Publicity

Visalaw may not use Customer's name, logo, or other marks in external marketing, publicity, or customer lists without Customer's prior written consent.

16. Governing Law and Venue

These Terms are governed by the laws of the State of Tennessee, excluding its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Davidson County, Tennessee, for any dispute arising out of or relating to these Terms, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or security interests.

17. General

Visalaw may update these Terms from time to time by posting an updated version or otherwise providing notice. Updated Terms apply prospectively from the stated effective date. If Customer continues using the Services after the effective date, Customer accepts the updated Terms.

Neither party may assign these Terms without the other party's prior written consent, except that either party may assign these Terms without consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets.

If any provision of these Terms is held unenforceable, the remaining provisions will remain in effect.

These Terms, together with any applicable order form, checkout terms, DPA, Security Addendum, and incorporated policies expressly referenced here, constitute the entire agreement between the parties regarding the Services and supersede prior or contemporaneous understandings on that subject matter.

Operational notices may be sent by email or through the Services. Marketing communications are optional and governed by applicable law and the Privacy Policy. Customer may unsubscribe from marketing emails at any time.

Questions about these Terms may be directed to support@visalaw.ai.