Iqidis Terms of Service

Last Updated: May 8, 2026
Owner: Legal & Security, Iqidis, Inc.
Contact: legal@iqidis.ai & info@iqidis.ai

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

THE SERVICES AND ANY OUTPUT ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL LEGAL ADVICE. USE OF THE SERVICES DOES NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP. IQIDIS IS NOT A LAW FIRM. YOU ARE SOLELY RESPONSIBLE FOR THE PROFESSIONAL REVIEW AND VALIDATION OF ALL OUTPUT.

This Terms of Service agreement (this “Agreement”) constitutes a legally binding agreement made between you, whether personally or on behalf of an entity (“you” or “Customer”), and IQIDIS, INC. (“Iqidis,” “Company,” “we,” “us,” or “our”), concerning your access to and use of the Irys legal AI services, including the website currently available at https://iqidis.ai (and any successor domains, including https://irys.ai), and any related applications or services (collectively, the “Services”). “Irys” is a product name and brand of Iqidis, Inc., and not a separate legal entity.

By registering for, accessing, or using the Services, you have read, understood, and agree to be bound by this Agreement and all other documents and referenced policies, including our Data Processing Addendum, Privacy Policy, Acceptable Use Policy, and any applicable product-specific addenda (e.g., the Irys Sign Terms of Service), Subprocessor Policy, Cookie Policy, and Disclaimer. If you create, access, or use the Services on behalf of an Organization, you represent and warrant that you have the authority to bind that Organization to this Agreement. In such case, the Organization is the Customer for purposes of this Agreement, and all references to “you” or “Customer” refer to that Organization.

1. Definitions

1.1 Acceptable Use Policy or AUP

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

1.2 Account

means the account created by or for a User to access and use the Services.

1.3 Authorized User

means an individual user who has been invited to, accepted access to, or otherwise uses the Services under an Organization Account.

1.4 Confidential Information

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

1.5 Content

means Input and Output collectively.

1.5.1 Customer Content

means all Content submitted to or generated through the Services by or for a Customer or its Authorized Users. Customer Content excludes Feedback, Usage Data, telemetry, and Account registration information.

1.5.2 Personal Content

means Customer Content created by an Authorized User within that Authorized User’s personal workspace and not explicitly shared with other users.

1.5.3 Shared Content

means Customer Content that an Authorized User affirmatively shares with one or more other Authorized Users or with an Organization pursuant to the sharing features of the Services.

1.6 Cookie Policy

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

1.7 Customer

means (a) an individual person, where the Services are purchased or used under an individual or personal subscription, or (b) an entity (such as a law firm, company, or other organization), where the Services are purchased or used under an organization or enterprise subscription.

1.8 Data Processing Addendum or DPA

means the Iqidis addendum, available on our website or by request, that governs the Processing of Customer Personal Data on Customer’s behalf and sets forth the parties’ obligations under Applicable Data Protection Laws, including with respect to security, sub-processors, and international data transfers.

1.9 Data Retention Policy

means the Iqidis policy, available by request, that describes the available data retention features, settings, and default time periods applicable to Customer Content within the Services.

1.10 Disclaimer

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

1.11 Feedback

means any suggestions, ideas, feedback, enhancement requests, recommendations, or other information provided to Iqidis (whether or not solicited by Iqidis), regardless of the communication channel, by or on behalf of Customer, User, or any Authorized User for the following purposes, or any combination thereof: evaluating, improving, or commenting on the performance, features, or commercial aspects of the Services (including, without limitation, during a Free Trial, or the use of any Beta Services).

1.12 Input

means any text, queries, prompts, documents, data, matters, voice or audio recording, or other information in any form or medium provided or uploaded by a User to the Services for processing to generate Output.

1.13 Intellectual Property Rights

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

1.14 Irys

means the artificial intelligence powered legal software platform branded as “Irys,” which is owned, operated, and provided by Iqidis, Inc. and all Intellectual Property Rights therein and thereto. References to the “Irys platform” or “Irys Services” refer to the Services.

1.15 Non-Public Materials

means any part of the Services or related information that requires authentication or is otherwise not publicly posted by Iqidis, including the user interface, screens, workflows, dashboards, admin consoles, in-product messages, performance results, pre-release/beta features, and documentation or APIs marked confidential. Access via a free trial or demo does not make Non-Public Materials public.

1.16 Organization or Organization Account

means a Customer account established by or on behalf of an entity, under which one or more users may be provisioned access to the Services through seats, roles, and workspaces, and for which billing is managed at the organization level.

1.17 Output

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

1.18 Public-Facing Materials

means content that Iqidis intentionally makes available without authentication, such as marketing webpages, publicly designated docs, and blog posts.

1.19 Privacy Policy

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

1.20 Retention Period

means the period of time following the Expiration Date of a subscription cancelled by the Customer via an available self-serve cancellation feature, as designated in or selected by the Customer through the cancellation flow, or, if no period is so designated or selected, a default period of ninety (90) days, during which the Agreement remains in effect but access to the Services is restricted solely to Customer Content export or account reactivation.

1.21 Subscription Term

means the period during which Customer has subscribed to access and use the Services, as specified in the applicable order or registration process.

1.22 Subprocessor Policy

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

1.23 User

means an individual human who accesses or uses the Services, whether on such individual’s own behalf (in the case of an individual subscription) or as an Authorized User of a Customer Organization.

1.24 User Content

means that portion of Customer Content provided, submitted, or generated directly by an individual User.

1.25 Workspace

means a logical environment within the Services in which content is created, stored, and managed. At present, each Authorized User is provided with a personal workspace within an Organization Account. Shared or team level workspaces may be introduced in future releases.

2. The Services

2.1 Purpose

The Services provide an AI-powered platform designed to assist legal professionals with tasks such as research, drafting, analysis, and summarization. The Services are intended as an assistive tool and are not a substitute for professional legal judgment, advice, or independent verification. Your use of certain features may be subject to product-specific addenda, which are incorporated into this Agreement.

2.2 AI Limitations

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

2.3 No Legal Advice or Attorney-Client Relationship

The Services do not provide legal advice. Use of the Services does not create an attorney-client relationship between User and Iqidis. Iqidis is not a law firm and does not engage in the practice of law.

2.4 Architecture; Local‑First Processing; Scoped Subprocessor Inference.

By default, requests are processed within Iqidis controlled infrastructure using Iqidis’s proprietary systems and orchestration layers. User Content is logically segregated per tenant and per user profile and is not pooled or commingled with the content of other Customers. For certain aspects of a request (e.g., language polish, translation, format transformation, or general knowledge reasoning), the Services may invoke a subprocessor (e.g., OpenAI, Anthropic, Google) for inference. Vendor side caching/retention is disabled; payloads are minimized; and contractual no training restrictions apply. Additional detail appears in the Privacy Policy and Subprocessor Policy.

2.5 Authorized Users

Authorized Users may access and use the Services solely for the benefit of the applicable Customer and subject to this Agreement. Customer is responsible for managing its Authorized Users access to the service and ensuring that each Authorized User is notified of and agrees to be bound by the terms of this Agreement. Notwithstanding the Customer’s primary liability, each Authorized User remains individually bound by this Agreement which they accept upon accessing the Services. Customer assumes primary and direct liability for all acts and omissions of its Authorized Users as if such acts or omissions were performed by Customer itself.

2.6 Free Trial

If you register for a free trial, we will make the Services available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period, or (b) the start date of any paid subscription. Customer Content provided during a free trial may be permanently deleted upon the conclusion of the trial period unless you purchase a subscription.

2.7 Beta Services

From time to time, Iqidis may invite you to test, evaluate, and refine pre-release, experimental, or beta features and models (“Beta Services”). Beta Services are provided strictly for evaluation and testing purposes. You acknowledge that the AI models powering Beta Services are actively being fine-tuned; as a result, the models and their Output may purposefully be unbalanced, volatile, or inaccurate while we test, calibrate, and figure out optimal performance. Beta Services may not always be available, and Iqidis reserves the right to modify, suspend, or permanently discontinue them at any time without notice. Your access to and participation in any beta program may be subject to additional terms, conditions, or agreements presented to you prior to entry.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, DURING A FREE TRIAL, OR THE USE OF ANY BETA SERVICES, THE SERVICES ARE PROVIDED “AS-IS” AND “AS-AVAILABLE,” WITHOUT ANY WARRANTY, SERVICE LEVEL, SUPPORT, OR INDEMNITY OBLIGATIONS OF ANY KIND FROM IQIDIS; PROVIDED, HOWEVER, THAT IQIDIS’S COMMITMENT NOT TO USE CUSTOMER CONTENT FOR AI MODEL TRAINING (AS SET FORTH IN SECTION 5.5) SHALL REMAIN IN FULL FORCE AND EFFECT.

3. Accounts and Registration (Including Organization Accounts, Roles, and Administration)

3.1 Registration

Users may be required to register for an Account to access the Services. User agrees to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. User further represents and warrants that they have all necessary rights and authority to use any email address they provide for account registration.

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

3.2 Account Security

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

3.3 Eligibility

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

3.4 Roles

Organization Accounts may include multiple role types (e.g., Owner, Administrator, Member). Role based permissions determine administrative capabilities, including User management, billing, and settings.

3.5 Administrative Controls

Organization Owners and Administrators may:

• Invite or remove Authorized Users
• Assign or modify user roles
• Manage subscription and billing settings
• Configure organization‑level preferences
• exercise full visibility and control over all Shared Workspaces

Organization Administrators do not automatically have access to the contents of another Authorized User’s personal workspace unless such content has been explicitly shared or access is required for support, security, legal compliance, or for the preservation and transfer of content from a deactivated account pursuant to Section 5.8. Notwithstanding the foregoing, Administrators have full visibility and control over any shared workspaces

4. License Grant and Restrictions

4.1 License

Subject to all terms and conditions of this Agreement, and provided Customer has paid all applicable fees and Customer and all of its Authorized Users are in full compliance with this Agreement, Iqidis grants Customer and its Authorized Users a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to access and use the Services, including the right to use, modify, reproduce, and distribute Output for Customer’s internal business purposes or for providing legal services to Customer’s clients, provided such use complies with this Agreement and all applicable professional and ethical obligations. During any applicable Retention Period, Iqidis grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access the Services’ user interface solely for the purposes of exporting Customer Content or reactivating a subscription.

4.2 General Use Restrictions

In addition to other restrictions set forth in this Agreement, User shall not, and shall not permit others to:

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

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

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

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

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

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

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

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

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

(j) Capture, copy, distribute, or publicly disclose screenshots, screen recordings, or other visual depictions of the Services or user interface without Iqidis’s prior written consent, except as necessary for Customer’s internal business purposes or client deliverables.

(k) Treat trial or demo access as permission to publish or disclose Non-Public Materials. For avoidance of doubt, access via a free trial does not make the Services or any Non-Public Materials “public.”

4.3 Prohibitions on Reverse Engineering and Unfair Competition

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

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

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

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

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

4.4 Monitoring and Access Control

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

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

5. Content and Data

5.1 Content Ownership

Subject to the terms of this Agreement, including without limitation Section 6, as between Customer and Iqidis, Customer retains all right, title, and interest in and to Customer Content, including all Intellectual Property Rights therein. This Agreement does not purport to allocate ownership of Customer Content between Customer and its Authorized Users. Customer hereby grants Iqidis and its necessary service providers a worldwide, non-exclusive, royalty-free license to host, store, transfer, process, analyze, modify, and use Customer Content solely to the extent necessary to provide and maintain the Services in accordance with this Agreement. To effectuate the foregoing, each User hereby grants Iqidis a worldwide, non-exclusive, royalty-free license to the extent of their interest in any User Content they submit, solely to the extent necessary to provide and maintain the Services in accordance with this Agreement. Each User represents and warrants that they have all necessary rights and authority to submit such User Content on behalf of Customer and to bind Customer to the license grant in this Section.

5.2 Responsibility for Content

Customer is responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Input. Customer represents and warrants that it has all necessary rights, consents, and permissions to provide all Input to Iqidis and to grant the licenses set forth herein, and that all Input and its use within the Services will not violate any applicable laws, regulations, or third-party rights (including privacy and intellectual property rights). Each User, by submitting any Input, hereby makes the same representation and warranty with respect to the Input they provide.

5.3 Data Processing and Privacy

For information on our data practices, please see our Privacy Policy and our Data Processing Addendum (“DPA”).

5.4 Data Retention and Deletion

During an active Subscription Term, Iqidis retains Customer Content to provide the Services. As the data controller of its Content, the Customer retains control over its data and may add, modify, or delete Customer Content within the Services at any time. Customer is solely responsible for managing its Content to meet its specific business, professional, ethical, or regulatory record-keeping obligations. The handling of Customer Content upon termination or expiration of this Agreement is governed by Section 12.6.

5.5 AI Processing and Data Retention

As further detailed in the Privacy Policy, Iqidis utilizes AI technologies that process Customer Content in real-time. Iqidis does not use Customer Content to train its own or third-party AI models. Customer Content processed by the AI system is not retained for AI model training purposes. Iqidis may access Customer Content only for the limited purposes of providing customer support, troubleshooting technical issues, ensuring service operation, complying with applicable law or a valid legal order, and enforcing this Agreement, subject to the safeguards outlined in the Data Retention Policy and, if applicable, the DPA. Third party model calls are configured with vendor caching/retention disabled and are used for stateless inference.

5.6 Usage Data and Telemetry

Iqidis may collect, analyze, and use aggregated, anonymized data derived from User’s use of the Services (“Usage Data”) and limited operational telemetry (behavioral/interaction metadata, such as UI events/clicks, navigation flows, request timing, status/error codes, and coarse device/browser metadata) for performance monitoring, service improvement, security, and abuse detection. Usage Data and telemetry will not identify User or contain User Confidential Information and do not include prompts, model outputs, or uploaded documents/files.

5.7 Roles; Ownership; Data Location and Segregation

As between Customer and Iqidis, Customer is the data controller/owner of Customer Content. Where the Customer is an Organization, Authorized Users act on behalf of the Customer in their use of the Services. Iqidis acts solely as Customer’s data processor or service provider on Customer’s documented instructions. Customer Content is stored and processed within Customer’s dedicated Iqidis tenant and per user profile containers and is not pooled or commingled with the content of other Customers. Within each Customer tenant, content is further segregated by individual Authorized User workspaces. Regional routing may be available and automatically applied.

5.8 Organization Shared Content; Offboarding.

As between an Organization and its Authorized Users, Authorized Users retain intellectual property rights in the content they create. However, by sharing Shared Content within an Organization Account, each Authorized User grants the Organization a non exclusive, worldwide, royalty free license to access, use, reproduce, modify, export, and retain such Shared Content and any resulting Output solely for the Organization’s internal business or legal services purposes. Upon the removal of an Authorized User from an Organization Account, the Organization shall retain a license to and access to all Customer Content created by that Authorized User within the context of the Organization, including both Personal Content and Shared Content. The removed Authorized User shall immediately lose all rights to access the Organization Account, its data, and any content they created therein.

Customer is solely responsible for promptly removing Authorized Users from its Organization Account when their authorization ends. Upon removal of an Authorized User by an Organization Administrator:

• Immediate Access Revocation: The Authorized User’s access to the Organization Account and all of its associated Customer Content is immediately and irrevocably terminated.
• Content Preservation: All Customer Content created by the removed Authorized User within their personal workspace for that Organization (“Archived Content”) is preserved but becomes inaccessible to the removed Authorized User.
• Administrator-Directed Transfer: The Organization Administrator may subsequently request a transfer of this Archived Content to another active Authorized User by contacting Iqidis support. This manual transfer process will be completed within a reasonable timeframe.

6. Intellectual Property

6.1 Iqidis IP

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

6.2 Output

Subject to Section 6.1 (Iqidis IP), Section 5.1 (User Content Ownership), and Customer and its Authorized Users’ compliance with this Agreement, as between the parties and to the extent permitted by applicable law, Customer owns the Output generated through the Services by the Customer or any of its Authorized Users. The ownership of Output as between the Customer and its Authorized Users is governed by their separate agreements and applicable law. Due to the nature of AI, Output may not be unique, and other users may receive similar or identical Output. Iqidis does not claim ownership over Output generated from non-proprietary inputs or widely known information. The rights in any Output, whether held by Customer, any of its Authorized Users, or both, do not extend to the Services, any IQIDIS IP or underlying Iqidis technology, or third-party data that may be incorporated.

6.3 Feedback

User hereby grants Iqidis a worldwide, perpetual, irrevocable, transferrable, sublicensable, royalty-free license to use, reproduce, modify, create derivative works of, incorporate, and otherwise exploit any such Feedback provided by User for any purpose, including for service improvement and promotional purposes, without restriction or compensation to any User or Customer. To the extent Feedback is provided by or on behalf of a Customer (including by any non-user personnel), or to the extent a User’s grant is deemed insufficient, Customer, on behalf of itself and all its personnel, hereby grants Iqidis a worldwide, perpetual, irrevocable, transferrable, sublicensable, royalty-free license to use, reproduce, modify, create derivative works of, incorporate, and otherwise exploit any such Feedback for any purpose. Each User and Customer hereby irrevocably waives (and agrees to cause its personnel to waive), to the maximum extent permitted by applicable law, any and all moral rights they may have in the Feedback. Customer and User each represents and warrants that it has all necessary rights from its personnel to grant the foregoing license and waiver. Iqidis acknowledges that it uses such Feedback at its own risk.

7. Fees and Payment

7.1 Fees

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

7.2 Payment Terms

Fees will be invoiced or charged in advance, this may be on a monthly or annual basis as selected by Customer and agreed by Iqidis. Customer agrees to provide and maintain valid and updated payment information. Unless otherwise specified in an applicable Order Form, all invoiced amounts are due within thirty (30) days of the invoice date. If paying by credit card, Customer authorizes Iqidis (or its third-party payment processor) to charge such credit card for all Fees due. If payment is overdue, Iqidis may suspend access to the Services until payment is received. Furthermore, if any undisputed fees remain unpaid for more than thirty (30) days after the applicable due date, Iqidis may, in its sole discretion and without limiting its other rights and remedies, terminate this Agreement and all Accounts associated with the Customer, including, where applicable, the Organization Account and all of its associated Authorized User accounts, immediately and without notice.

7.3 Taxes

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

7.4 Fee Changes

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

Mid-Term Subscriptions

Customer may add new Authorized User subscriptions during a Subscription Term by executing a written Order Form, by other amendment to this Agreement, or through a self-service tool, if available. The fees, billing cycle, and term for such additional subscriptions shall be as specified in the Order Form, as designated within the Services, or as otherwise agreed in writing.

8. Confidentiality

8.1 Obligations

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

8.2 Compelled Disclosure

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

8.3 Non-Public UI and Screens as Confidential Information

The non-public aspects of the Services-including the user interface, screens, workflows, displays, admin consoles, and pre-release/beta features-are Iqidis Confidential Information. Availability through a free trial or demo does not waive confidentiality. User may not capture, record, or distribute such Confidential Information (including via screenshots or screen recording) except with Iqidis’s prior written consent or as expressly permitted under §4.2(j).

9. Disclaimers

9.1 General

The Services, Site, and all related content are provided “as is” and “as available,” without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

9.2 AI Output

Iqidis does not warrant that the Output will be accurate, complete, reliable, current, or suitable for any particular purpose. Output may contain errors, omissions, or biases, and may not be unique. All Output must be independently reviewed and verified with professional judgment. No AI tool, including Iqidis, can replace independent professional judgment or due diligence.

9.3 No Legal Advice

The Services and Outputs do not constitute legal advice or the practice of law. Use of the Services does not create an attorney-client relationship. The Services are designed as assistive tools for legal professionals and are not a substitute for licensed legal counsel.

9.4 Availability

Iqidis does not warrant that the Services will be uninterrupted, timely, secure, or error-free. Remedies for any availability shortfall are limited to those set forth in a service level agreement, if applicable.

9.5 Reference

Additional disclaimers are described in the Iqidis Disclaimer, which is incorporated by reference into this Agreement.

10. Limitation of Liability

10.1 Exclusion of Indirect Damages

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

10.2 Cap on Direct Damages

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

10.3 Exceptions

THE LIMITATIONS IN SECTIONS 10.1 AND 10.2 SHALL NOT APPLY TO: (I) THE INDEMNIFICATION OBLIGATIONS UNDER SECTION 11.2; (II) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8, EXCEPT THAT ANY LIABILITY ARISING FROM A DATA SECURITY INCIDENT (AS DEFINED IN THE DPA) SHALL BE SUBJECT TO THE LIMITATION OF LIABILITY SET FORTH IN THE DPA; (III) USER’S BREACH OF THE LICENSE RESTRICTIONS IN SECTION 4.2 OR THE PROHIBITIONS IN SECTION 4.3; OR (IV) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

10.4 Basis of Bargain

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

11. Indemnification

11.1 Indemnification by Iqidis

Iqidis will defend or settle any unaffiliated third-party claim alleging that the Services, including Outputs generated by the Services when used as delivered and in accordance with this Agreement, directly infringe or misappropriate such third party’s U.S. patents, copyrights, or trademarks (“Infringement Claim”), and will indemnify Customer against damages and reasonable costs finally awarded in judgment or agreed in settlement. Iqidis has no obligation to the extent an Infringement Claim arises from: (i) Customer Content; (ii) modification, republication, or further commercial use of any Output by Customer or its Authorized Users beyond the form delivered by the Services; (iii) any non-Iqidis applications or services; (iv) combinations of the Services with items not supplied by Iqidis; or (v) use of the Services in violation of this Agreement. If the Services are, or in Iqidis’s opinion are likely to be, the subject of an Infringement Claim, Iqidis may, at its option and expense: (a) secure the right for Customer to continue using the Services; (b) replace or modify the Services to be non-infringing with materially equivalent functionality; or (c) terminate the affected Services and refund prepaid, unused fees for the remainder of the Subscription Term. This Section states Iqidis’s entire liability and Customer’s exclusive remedy for third-party IP claims regarding the Services.

11.2 Indemnification by Customer

Customer shall defend, indemnify, and hold harmless Iqidis and its affiliates, directors, officers, employees, and agents from and against any unaffiliated third-party claim arising from or related to: (a) Customer Content, including any allegation that Customer Content infringes, misappropriates, or otherwise violates third-party rights or applicable law; (b) Outputs that Customer or any of its Authorized Users modifies, republishes, distributes, or uses beyond the form delivered by the Services; (c) Customer or any of its Authorized User’s use of the Services in violation of this Agreement, the AUP, or applicable law; or (d) Customer or any of its Authorized User’s violation of professional or ethical obligations in connection with use of the Services. Customer will indemnify Iqidis for damages, attorney fees, and costs finally awarded against Iqidis as a result of, or for amounts paid by Iqidis under a court-approved settlement of, such a claim, provided that Iqidis (i) promptly notifies Customer in writing of the claim; (ii) grants Customer sole control of the defense and settlement (except that Customer may not settle any claim unless it unconditionally releases Iqidis of all liability); and (iii) provides reasonable cooperation at Customer’s expense.

12. Term and Termination

12.1 Term

This Agreement commences on the date it is first accepted by or on behalf of the Customer and continues until all Subscription Terms have expired and any subsequent Retention Period has concluded, unless terminated earlier in accordance with this Section 12.

12.2 Subscription Renewal

Unless otherwise specified in the applicable order form, subscriptions will automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter), unless either party gives the other written notice of non-renewal at least thirty (30) days before the end of the relevant Subscription Term. The Fees for such renewal term shall be Iqidis’s then-current list price for the applicable subscription plan, unless otherwise agreed by the parties in writing.

12.3 Termination for Cause

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

12.4 Termination by Customer; Self-serve monthly subscriptions

If Customer is subscribed on a month-to-month basis without a separate subscription agreement or order form, Customer may cancel at any time by contacting Iqidis support. Cancellation will be effective at the end of the current billing cycle (the “Expiration Date”), and no refunds will be provided for partial months. If cancellation is initiated through an available self-serve cancellation feature, upon the Expiration Date the Account will enter the Retention Period. For cancellation initiated by other means, this Agreement terminates on the Expiration Date, unless otherwise agreed by the parties in writing. Contracted subscriptions. If Customer has entered into a subscription agreement or order form with a defined subscription term, termination and cancellation rights are governed solely by that agreement. Unless expressly stated otherwise therein, such subscriptions are non-cancellable during the subscription term, and Fees are non-refundable.

12.5 Effect of Termination

Upon termination or expiration of this Agreement for any reason: (a) all rights and licenses granted to Customer and all of its Authorized Users hereunder shall immediately terminate; (b) Customer and all of its Authorized Users shall cease all use of the Services; (c) Customer shall pay any unpaid Fees covering the period up to the effective date of termination; and (d) Customer and Iqidis shall, upon request, return or destroy all Confidential Information of the other party in its possession or control, provided, however, that with respect to Customer Content, Customer’s sole right of retrieval is to export such content using the self-service features of the Services during the Subscription Term or any applicable Retention Period, and upon termination, Iqidis’s sole obligation is deletion in accordance with Section 12.6. Sections 1, 4.3, 5.2, 5.5, 6, 7 (for unpaid fees), 8, 9, 10, 11, 12.5, 12.6, 13, 14, 15, and 16 shall survive any termination or expiration of this Agreement.

12.6 Post-Termination Data Deletion

Following the termination of this Agreement and any applicable Retention Period, Iqidis will permanently delete all Customer Content from active production systems within thirty (30) days, unless a different retention time period is required by law or expressly agreed upon by the Parties in an applicable Order Form or separate written agreement. Iqidis is not a system of record. Customer remains strictly and solely responsible for exporting all client files to comply with applicable professional responsibility and state bar retention rules (including ABA Rule 1.16(d)) and for otherwise managing its Customer Content to meet all of its own legal, professional, ethical, and regulatory record-keeping obligations. Iqidis has no obligation to maintain or provide any Customer Content after this post-termination period and shall have no liability for Content that is permanently deleted in accordance with these procedures. Residual copies of Customer Content may persist in secure, isolated backup archives for a limited period before being overwritten in the ordinary course of business.

13. Governing Law and Dispute Resolution

13.1 Governing Law

This Agreement-including the Terms of Service, Privacy Policy, Acceptable Use Policy, Subprocessor Policy, Disclaimer, and any other policies, guidelines, or use of the Iqidis platform or Services-and any Disputes arising out of or related hereto, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of laws principles. Notwithstanding the foregoing, disputes specifically relating to international data transfer mechanisms (including the Standard Contractual Clauses) shall be governed by the laws and dispute resolution forums specified in the Data Processing Addendum (DPA). The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

13.2 Informal Resolution

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

13.3 Binding Arbitration

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

13.4 Exceptions to Arbitration

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

13.5 Class Action Waiver

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

13.6 Jury Trial Waiver

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

14. Professional Responsibility and Ethics

14.1 User Responsibility

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

14.2 Independent Judgment

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

14.3 Verification

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

14.4 Confidentiality and Privilege

Iqidis is designed with enterprise-grade security and data privacy controls. Users remain responsible for ensuring their use of the Services complies with applicable confidentiality and attorney-client privilege rules. If Iqidis becomes aware of a data security incident affecting Customer Content, Iqidis will notify Customer and cooperate as described in the Privacy Policy and, if applicable, the DPA.

14.5 Compliance

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

15. Export Compliance

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

16. Miscellaneous

16.1 Entire Agreement

This Agreement, together with the Privacy Policy, AUP, Cookie Policy, Disclaimer, any applicable product-specific addenda, and any applicable order forms, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. In the event of a conflict between the documents that constitute this Agreement, the order of precedence shall be: (i) an applicable order form (but only for the specific commercial terms it contains and only if it expressly identifies any provision of this Agreement or an addendum it is intended to modify); (ii) the applicable product-specific addendum (solely with respect to the specific subject matter of that addendum); (iii) this Agreement; and then (iv) any other incorporated policy (such as the AUP or Privacy Policy). Purchase orders issued by User are for administrative purposes only and any additional or conflicting terms therein are void.

16.2 Modifications

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

16.3 Assignment

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

16.4 Relationship of the Parties

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

16.5 Marketing Identification and Feedback Use

Customer hereby grants Iqidis a worldwide, royalty-free, non-exclusive license to use Customer’s name, trademarks, and logos (“Customer Marks”) to identify Customer as a customer of Iqidis on Iqidis’s website, and in its marketing and promotional materials (including presentations, case studies, and public relations materials). Separately, Customer agrees that Iqidis may use any Feedback for marketing and promotional purposes, including through quotations attributable to Customer or its personnel, in any media, consistent with the license granted in Section 6.3. Customer may revoke the permission granted in this subsection regarding the use of Customer Marks at any time by providing written notice to Iqidis at info@iqidis.ai. Such revocation shall apply prospectively only from the date of receipt of the notice by Iqidis, provided that Iqidis will have a commercially reasonable period, not to exceed sixty (60) days following receipt of notice, to remove Customer Marks from its website and other then-existing marketing materials. For the avoidance of doubt, revocation under this Section 16.5 will not affect the perpetual, irrevocable license to the substance of the Feedback granted under Section 6.3. As a courtesy, Iqidis will generally seek prior approval before high visibility uses of Customer Marks (e.g., press releases, published case studies, or media announcements).

16.6 Notices

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

16.7 Waiver

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

16.8 Severability

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

16.9 Force Majeure

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

16.10 Headings

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

17. Contact Us

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

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