Terms & Conditions

Version: v2025-09-06

Effective Date: 09/01/2025

Company: SoundLegal.ai, Inc., a Delaware corporation ("Company," "we," "us," or "our")

Service: Company's AI-enabled contract analysis and contract generation services, tools, sites, APIs, and related materials (collectively, the "Service").

BY ACCESSING OR USING THE SERVICE, YOU AGREE TO THESE TERMS AND CONDITIONS (THE "TERMS"). IF YOU DO NOT AGREE, DO NOT USE THE SERVICE

1. Definitions

"Account" means a registered profile to access the Service.

"Affiliate" means an entity controlling, controlled by, or under common control with a party.

"Authorized Users" are individuals you permit to use the Service on your behalf.

"Client Data" means content you submit (e.g., prompts, documents).

"Confidential Information" has the meaning in Section 12.

"Documentation" means user guides, policies, and technical docs we provide.

"Feedback" means suggestions and ideas about the Service.

"Order" means an online checkout or signed order form referencing these Terms.

"Output" means AI-generated results (analyses, summaries, drafts, responses).

"Personal Data" means information about an identifiable individual.

"Subprocessor" means a third party that processes data for us.

2. The Service; No Legal Advice

2.1 Nature. The Service uses AI to assist with contract review and drafting across industries.

2.2 No Legal Advice. THE SERVICE AND OUTPUT ARE FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE LEGAL ADVICE. WE ARE NOT A LAW FIRM; NO ATTORNEY–CLIENT OR FIDUCIARY RELATIONSHIP ARISES.

2.3 Professional Oversight. AI can produce incorrect or incomplete content. YOU ARE SOLELY RESPONSIBLE for decisions based on Output and must ensure human review (including qualified counsel where appropriate) before any high-stakes use.

2.4 Third-Party Models/Services. The Service may interoperate with third-party platforms or models; their terms apply to you where relevant. We are not responsible for third-party services.

3. Accounts; Eligibility; Security

3.1 Eligibility. You must be 18+ and able to contract. You may not use the Service if subject to sanctions or in embargoed regions.

3.2 Authority. If you use the Service for an entity, you represent authority to bind it.

3.3 Security. You must keep credentials confidential and promptly notify us of unauthorized use.

4. License; Restrictions

4.1 License. During your subscription, we grant a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Service for internal business (or personal, if consumer) purposes, subject to these Terms and any Order.

4.2 Restrictions. You will not: (a) reverse engineer or attempt to extract source code/model weights; (b) circumvent technical limits or usage caps; (c) use the Service to build competing models or train non-Company models; (d) probe/scan the Service; (e) remove proprietary notices; (f) submit unlawful/infringing/defamatory/discriminatory content or malware; (g) process PHI or special categories of Personal Data without a separate written agreement (e.g., BAA); (h) violate export/sanctions/anti-corruption laws; or (i) attempt data/model extraction beyond permitted outputs.

5. Client Data; Output; Feedback

5.1 Upload Processing & Storage Controls.

(a) Default (No Training). Uploaded documents are processed to deliver Output and are not used to train our models by default. We employ transient technical caching to operate the Service (typically <24 hours), with limited security/abuse telemetry retained up to seven (7) days.

(b) Customer-Managed Training Opt-In. You (account-level admin or document owner) may choose to contribute uploads to improve our models by enabling an explicit, revocable Training Consent control in-product. When enabled, we may retain contributed uploads and derived annotations for model improvement and evaluation. You may revoke consent at any time; revocation applies prospectively and we will cease using newly uploaded items for training.

(c) Enterprise Isolation. Enterprise plans may disable contribution globally or permit workspace-level isolation (no training on Client Data).

(d) De-identification & Safeguards. Where feasible, we apply de-identification, encryption at rest (AES-256) and in transit (TLS 1.3), and strict access controls. We do not sell Client Data or Output.

5.2 Outputs & Telemetry. Outputs and interaction metadata may be stored to operate, secure, troubleshoot, and improve the Service (including safety/abuse prevention). For research and analytics, we use aggregated and/or de-identified information where feasible. You may request deletion per Section 10.

5.3 Ownership. As between the parties: you own Client Data and Output (subject to third-party rights); we own the Service and related IP. We do not sell Client Data or Output.

5.4 License to Operate. You grant us and our Subprocessors a worldwide, non-exclusive, royalty-free license to host, process, transmit, and display Client Data and Output solely to provide/support the Service, ensure safety/security, comply with law, and (for Output/telemetry) improve the Service in aggregated/de-identified form. Where you have enabled Training Consent, this license extends to model improvement consistent with your settings.

5.5 Non-Uniqueness. Due to generative AI, similar outputs may be provided to others; this does not grant others rights in your Client Data or your rights in Output.

5.6 Feedback License. You grant us a perpetual, irrevocable, royalty-free license to use Feedback without attribution, provided we do not identify you as the source without consent.

6. Privacy; Data Protection; DPA

6.1 Privacy Policy. Our Privacy Policy describes Personal Data processing and is incorporated by reference.

6.2 Roles. For Account/billing/support/telemetry, we are a Controller. For Client Data processed to generate Output, we act as a Processor on your documented instructions (these Terms and in-product settings, including Training Consent).

6.3 DPA. Where required (GDPR/UK GDPR/CCPA), our Data Processing Addendum (with SCCs/UK IDTA) is incorporated and controls Personal Data processing on your behalf.

6.4 Transfers. We may process globally and will implement appropriate safeguards for cross-border transfers as required by law.

7. Security

7.1 Controls. We maintain an information security program including encryption at rest (AES-256) and in transit (TLS 1.3), role-based and least-privilege access, logging/monitoring, quarterly vulnerability scans, and annual third-party penetration testing.

7.2 Hosting. Data is hosted on hardened infrastructure (e.g., Google Cloud) with physical/environmental protections.

7.3 Incidents. We will notify you without undue delay and within seventy-two (72) hours after confirming a Personal Data Breach affecting your data, and will cooperate as reasonably required.

7.4 Subprocessors. We impose data-protection obligations on Subprocessors and maintain a current list (available on request or designated URL). We will notify of material changes as required by the DPA.

8. Acceptable Use; Compliance

You will not submit content you lack rights to use, or use the Service for unlawful purposes, scraping, or model extraction. You will comply with export control, sanctions, and anti-corruption laws. We may suspend/throttle access to address suspected violations, abuse, or security risks.

9. Fees; Taxes; Trials; Beta

9.1 Fees. Fees are as stated at checkout or in an Order and payable in advance unless stated otherwise; non-refundable except as required by law or expressly provided.

9.2 Taxes. Fees exclude taxes; you are responsible for applicable taxes (excluding our income taxes).

9.3 Trials. Trials/free tiers may be modified or terminated at any time and are provided AS IS/AS AVAILABLE without warranty/SLA.

9.4 Beta. Alpha/beta/preview features are for evaluation only, may change or stop, and carry no warranty/SLA.

10. Retention; Deletion; Portability

10.1 Uploads. Default retention is transient per Section 5.1(a). If you enable Training Consent, contributed items may be retained for model improvement until consent is revoked or your deletion request is verified.

10.2 Outputs. Default retention ≤180 days unless you configure otherwise. You can delete Outputs in-product or request deletion; we will fulfill verified requests within 72 hours, except where retention is required by law/security or for the establishment, exercise, or defense of legal claims.

10.3 Portability. During your active subscription and for 30 days after, we will make commercially reasonable efforts to export your available Outputs in a common format.

11. Intellectual Property; Third-Party Materials; DMCA

11.1 Reservation. Except for rights expressly granted, all rights are reserved by Company and its licensors.

11.2 Third-Party Services. We are not responsible for third-party platforms/models; their terms govern your use.

11.3 DMCA. We maintain a Designated Agent under 17 U.S.C. §512. The agent's current contact information is posted at https://soundlegal.ai/dmca and in the U.S. Copyright Office's public directory. Repeat infringers may be terminated.

12. Confidentiality

12.1 Definition. "Confidential Information" is non-public information disclosed by one party to the other that is marked confidential or reasonably understood as confidential, including business, technical, and security information.

12.2 Use/Protection. Recipient will use Confidential Information only to perform under these Terms, protect it with reasonable care (no less than for its own), and disclose only to personnel/advisors under obligations of confidentiality.

12.3 Compelled Disclosure. Recipient may disclose to the extent required by law with prompt notice and cooperation to seek protective treatment.

13. Warranties; Disclaimers

13.1 Customer Warranties. You have all rights to submit Client Data and will comply with law.

13.2 Service Disclaimer. THE SERVICE, OUTPUT, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES (EXPRESS, IMPLIED, STATUTORY), INCLUDING MERCHANTABILITY, FITNESS, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND RESULTS. WE DO NOT WARRANT UNINTERRUPTED, ERROR-FREE, OR SECURE OPERATION OR THAT OUTPUT IS ACCURATE/COMPLETE/SUITABLE FOR ANY JURISDICTION.

13.3 No Legal Warranty. WE DO NOT WARRANT THE LEGAL SUFFICIENCY OR ENFORCEABILITY OF ANY OUTPUT.

13.4 Consumer Rights. Some jurisdictions do not allow certain exclusions; in those cases, exclusions apply to the maximum extent permitted.

14. Indemnification

14.1 By Customer. You will defend, indemnify, and hold harmless Company, Affiliates, and their officers/directors/employees/agents from third-party claims, losses, and expenses (including reasonable attorneys' fees) arising from: (a) Client Data or your use of Output; (b) your breach of these Terms; or (c) your violation of law or third-party rights.

14.2 Company IP Indemnity. We will defend you against any third-party claim alleging that the Service (excluding Client Data, Output, third-party services, and combinations) directly infringes a U.S. patent, copyright, or trademark, and will pay damages finally awarded (or settlement approved by us). If a claim arises, we may (at our option): (i) procure rights, (ii) modify or replace the Service to be non-infringing, or (iii) terminate access and refund prepaid, unused fees. Our obligations do not apply to claims arising from: your data or use, combinations with non-Company items, or modifications not made by us. This Section states our entire liability for IP infringement.

14.3 Procedure. The indemnified party must promptly notify, grant control, and cooperate. We will not settle any claim without a full release and no admission/obligation for the indemnified party; you may participate with your own counsel at your expense.

15. Limitation of Liability

15.1 Exclusion. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS/REVENUE/GOODWILL/DATA/BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

15.2 Cap. TO THE MAXIMUM EXTENT PERMITTED, COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO COMPANY FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT (OR $100 IF NO AMOUNTS WERE PAID).

15.3 Carve-Outs. The foregoing does not limit liability for: (a) your fees/payment; (b) your indemnification obligations; (c) your infringement/misappropriation of our IP; or (d) to the extent liability cannot be limited by law (including death/personal injury caused by gross negligence or willful misconduct). For consumers, mandatory protections prevail.

16. Suspension; Term; Termination

16.1 Suspension. We may suspend access for security risks, suspected violations, abuse, or non-payment.

16.2 Term/Termination. These Terms apply from first access until terminated. Either party may terminate for uncured material breach (30 days' notice). We may terminate trials/free access at any time.

16.3 Effect. Upon termination, your license ends; you must cease use. We will delete or de-identify Client Data and Outputs per Section 10 and legal obligations. Sections intended to survive (including 2, 4.2, 5–7, 10–15, 17–22) survive.

17. Changes

We may update these Terms for legal, regulatory, or Service reasons. Material changes will be notified (email or in-product) at least 15 days before effectiveness, unless required sooner by law or for security/safety. Continued use after the effective date constitutes acceptance; if you do not agree, stop using before the effective date.

18. Dispute Resolution; Arbitration; Class Waiver (U.S. Users)

THIS SECTION CONTAINS AN ARBITRATION AGREEMENT AND CLASS-ACTION WAIVER.

18.1 Informal Resolution. Parties will first attempt to resolve disputes informally for 30 days after written notice.

18.2 Arbitration. Except for small-claims matters and equitable relief, disputes will be resolved by final and binding arbitration administered by JAMS (or AAA) under its rules, before a single arbitrator in New York County, New York, in English. The Federal Arbitration Act governs.

18.3 Fee Fairness (Consumers). For consumer disputes, we will pay arbitration fees above the amount you would pay to file in small-claims court.

18.4 Class Waiver. Claims must be brought on an individual basis only; no class/collective/representative actions. The arbitrator may not consolidate claims or preside over any representative proceeding.

18.5 Small-Claims Carve-out. Either party may bring qualifying claims in small-claims court in your county of residence or principal place of business.

18.6 Mass-Arbitration Protocol. If ≥25 substantially similar demands are coordinated by/with the same counsel, the parties agree to a bellwether process (up to 10 cases first), with remaining cases stayed and fees tolled pending outcomes.

18.7 30-Day Opt-Out. You may opt out of arbitration/class waiver by emailing info@soundlegal.ai within 30 days of first acceptance. Opting out does not affect other provisions.

18.8 Severability. If the class waiver is found unenforceable as to some claims, then Section 18 (arbitration) is unenforceable as to those claims; remaining provisions remain in effect.

18.9 Injunctive Relief. Either party may seek injunctive/equitable relief in court for misuse of IP, Confidential Information, or data security obligations.

19. Governing Law; Venue; Consumers Outside the U.S.

For U.S. users, Delaware law governs (conflict rules excluded), with the FAA for arbitration. Subject to Section 18, exclusive venue for permitted court actions is New York County, New York, and parties consent to jurisdiction there.

For consumers outside the U.S., nothing in these Terms limits mandatory consumer protections of your residence.

20. Export; Sanctions; Anti-Corruption

You are not a denied party and will comply with applicable export control/sanctions laws and anti-corruption laws (including the U.S. FCPA and UK Bribery Act).

21. Publicity (Business Customers)

Unless you object in writing, we may identify you by name and logo as a customer in proposals, websites, and marketing. You may revoke by notice.

22. Miscellaneous

22.1 Entire Agreement. These Terms (plus Order, DPA, and incorporated policies) are the entire agreement and supersede prior understandings about the Service.

22.2 Precedence. In conflict: Order (if any) > Terms > Documentation/policies.

22.3 Assignment. You may not assign without our consent, except to a successor in interest (merger, acquisition, asset sale) with notice; we may assign.

22.4 Force Majeure. Neither party is liable for failure/delay due to causes beyond reasonable control.

22.5 Notices. Legal notices to Company may be sent to info@soundlegal.ai. For mailed notices or service of process, use our Delaware registered agent on file with the Delaware Secretary of State (details available on request or via official records).

22.6 Severability; Waiver. Unenforceable terms are enforced to the maximum extent; the rest remains effective. No waiver unless written.

22.7 Independent Contractors. Parties are independent; no partnership, agency, or employment relationship is created.

22.8 Language. These Terms are in English; translations are for convenience. The English version controls.

22.9 Headings; No Contra Proferentem. Headings are for convenience only. No provision will be construed against a party as drafter.