Hosted Services Agreement

1.1 Content. Means Input and Output collectively.

1.2 Data Processing Addendum (DPA). Means CounselAI’s data processing addendum available at https://www.counselai.com/company/legal/data-processing-addendum.

1.3 De-Identified Data. Means Content that CounselAI has de-identified, and may also have aggregated, using standard industry practices to avoid identifying or associating you, a specific individual, company, or Confidential Information.

1.4 Input. Means data, information, or materials provided by you to the Platform, including queries, documents, files, and other materials submitted or uploaded by you.

1.5 Output. Means data, information, or materials generated by the Platform in response to Inputs.

1.6 Privacy Notice. Means CounselAI’s privacy notice available at https://www.counselai.com/company/legal/privacy-notice.

1.7 Platform. Means CounselAI’s proprietary software-as-a-service platform and technology, including materials, templates, and works contained therein and any modifications, updates, or upgrades.

1.8 Services. Means CounselAI’s provision of the Platform and, to the extent applicable, any Additional Services.

1.9 Subscription Term. Means the period of time you have subscribed to the Service (e.g., monthly or annually).

1.10 Third-Party Information. Means any content, data, or information not originating from your users but from external, public, or internet-based sources, excluding licensed content within the scope of CounselAI Materials.

1.11 User Data. Means materials owned or controlled by you, including any data received, uploaded, or inputted by you through the Platform. User Data does not include CounselAI Materials.

2.1 Registration. Account registration is required to access and use the Services (“Account”). If your Account is part of an organizational account (“Organization”), the administrator(s) of the Organization are responsible for ensuring all users comply with these Terms and may access User Data for any user in the Organization. You are responsible for acts and omissions of anyone who accesses the Account using credentials you create and will promptly notify CounselAI upon becoming aware of any unauthorized use.

2.2 License and Access. Subject to these Terms and payment, CounselAI provides you a revocable, non-exclusive, non-transferable (and non-sublicensable) license for the number of purchased users to access and use the Services for business purposes. CounselAI further grants you a non-exclusive, perpetual right to use, display, distribute, publish, reproduce, and create derivative works of any CounselAI Materials directly incorporated in Output to further such business purposes, provided you do not (a) use CounselAI Materials to develop, train, or improve any product or service that competes with CounselAI, (b) reverse engineer or extract underlying models, algorithms, or data, or (c) otherwise use CounselAI Materials in a manner that would compete with or harm CounselAI.

2.4 Free Trials and Beta Features.

2.4.1 Free Trials. CounselAI may provide free trials (“Trials”) from time to time as agreed in writing.

2.4.2 Beta Features. CounselAI may provide access to pre-release software, features, or services that are not yet in general commercial release (each, a “Beta Feature”). You must comply with any additional terms provided. Beta Features are not covered by support or service level agreements, may be inoperable, incomplete, or never released, and your use is at your own risk. CounselAI may use information you submit in connection with a Beta Feature to improve the experience.

2.4.3 General. Trials and Beta Features are provided “as is” without warranties of any kind. You acknowledge products or features may contain errors, may not operate as intended, and may result in data loss or other damages. CounselAI will not be liable for any damages arising out of Trials or Beta Features, and CounselAI’s liability for such use will not exceed USD $100. CounselAI may modify, suspend, or discontinue a Trial or Beta Feature at any time without notice. Any obligations not specifically disclaimed in this Section 2.4 continue to apply.

2.5 Additional Services. CounselAI may also offer training, professional, or integration services (collectively, “Professional Services”). CounselAI controls how it provides the Professional Services. CounselAI may use subcontractors to perform Professional Services and remains responsible for their work. If either Customer or CounselAI requests a change to an Order Form for Professional Services, those changes take effect only after a mutually agreed amendment is executed. Customer acknowledges that its delays in providing required information to CounselAI may cause delays or postponements to CounselAI’s performance of the Professional Services.

2.6 Integrations. CounselAI may allow Customer to connect the Services with other tools and systems (“Non-CounselAI Applications”) via integrations, including through APIs (collectively, the “Integrations”). Customer’s use of Non-CounselAI Applications is governed exclusively by the terms of the applicable third-party agreement with such Non-CounselAI Application. By enabling Integrations, Customer warrants that it has the legal right to connect the Non-CounselAI Applications with CounselAI and to permit CounselAI the right to process any User Data and Content sent to CounselAI from the Non-CounselAI Applications. CounselAI is granted permission to access and interact with Non-CounselAI Applications solely to facilitate the authorized Integrations. If Customer’s authority to allow CounselAI access to the Non-CounselAI Applications lapses, Customer will immediately disable such Integrations from within its Account. CounselAI disclaims any liability for unauthorized use, disclosure, alteration, or destruction of User Data or Content resulting from processing by Non-CounselAI Applications. CounselAI does not guarantee the availability of such Integrations or their interoperability with the Services.

2.7 Support Services and Service Levels. CounselAI shall provide support in accordance with the Service Level Agreement attached as Exhibit A (“SLA”). CounselAI may modify the SLA but agrees not to materially decrease the level of support or service level commitments stated in the SLA.

3.1 Responsibility for Content. You bear sole responsibility for obtaining all required permissions and rights to provide User Data to CounselAI (and its service providers) and, if Integrations are used, to relevant third parties. You are responsible for the accuracy, completeness, and lawfulness of Content, including compliance with applicable data privacy laws, and for ensuring your use does not violate applicable law or these Terms.

3.2 Acceptable Use. You acknowledge the Services are not authorized for use in scenarios classified as “high-risk” under Regulation (EU) 2024/1689 (the “EU AI Act”). You agree you are the “deployer” of the AI system and solely responsible for ensuring compliance with the EU AI Act.

3.3 Service Restrictions. You agree you will not: (a) Violate any third party’s rights or applicable law; (b) Compromise, circumvent, or interfere with the integrity, security, or performance of the Platform or any data contained therein; (c) Modify, reverse engineer, or create derivative works of the Platform, except as permitted by law; (d) Make the Services available to any third party or sell, resell, rent, or lease the Services; (e) Offer any time-sharing arrangement, service bureau, or service based on the Output or Services; (f) Compete with CounselAI or monitor the availability, functionality, or performance of the Services for any competitive purpose; (g) Introduce or attempt to introduce malware or other harmful code; (h) Manipulate Output to generate prohibited content or breach confidentiality; and (i) Provide personally identifiable health data, payment card data, classified information, or data subject to the International Traffic in Arms Regulations.

4.1 License to CounselAI. You hereby grant CounselAI (and its licensors) a worldwide, royalty-free, non-exclusive license (with right to sublicense) to process your Content and User Data to provide the Services, to address or prevent technical problems, or as otherwise required by law.

4.2 User Data Ownership. You retain full ownership and intellectual property rights in your User Data and Content (excluding CounselAI Materials). You may delete Content at any time within the Platform or request deletion by emailing privacy@counselai.com. CounselAI will delete such Content within an industry-standard timeframe, subject to retention required by applicable law.

4.3 Data Privacy and Security. CounselAI encourages you to remove personally identifiable information from User Data before sharing it. To the extent such information is shared, the parties consent to the use, transfer, processing, and storage of User Data in accordance with the DPA and Privacy Notice. CounselAI acts as a “service provider” under the California Consumer Privacy Act (CCPA) and similar laws and uses commercially reasonable safeguards outlined in the DPA. CounselAI represents that, as of the date of this Agreement, the Services contain no time bombs, Trojan horses, root kits, worms, spyware, ransomware, viruses, or other malicious code (“Malware”) known to CounselAI and will use industry standard measures to scan for these risks.

4.4 Output. Given the nature of the Services and artificial intelligence, Output may lack uniqueness or accuracy, and identical Output may be generated for other users. Your rights to Output do not extend to other users’ User Data. Output may incorporate Third-Party Information, and CounselAI assumes no responsibility for that information.

4.5 CounselAI Materials. All rights, title, and interest in and to the Services (and Additional Services) remain exclusively with CounselAI and Additional Services, including software, models, data sets, documentation, prompts labeled as “official,” licensed third-party content, and all related technology (collectively, “CounselAI Materials”). No ownership rights transfer to you.

4.6 De-Identified Data. Subject to CounselAI’s confidentiality obligations, CounselAI may use De-Identified Data to improve the Services and will employ industry-standard measures to ensure de-identified information cannot be used to re-identify you or any third party. For the avoidance of doubt, once Content is de-identified so that it can no longer be associated with you, an individual, a company or your Confidential Information, such De-Identified Data is not User Data or Customer’s Confidential Information.

4.7 Usage Data. CounselAI collects tracking and operational data related to your use of the Platform (“Usage Data”) and may analyze, modify, and reproduce Usage Data to provide, improve, and maintain the Services. Usage Data is CounselAI’s Confidential Information, though you have a non-exclusive, irrevocable license to view, use, disclose, and create derivative works of your own Usage Data for internal purposes. CounselAI will not disclose Usage Data to third parties except (1) in aggregated and de-identified form or (2) when necessary to provision the Services and fulfill CounselAI’s obligations under this Agreement.

4.8 Feedback. If you submit feedback or suggestions (including via in-product signals), such Feedback is the property of CounselAI, and CounselAI may use and modify such Feedback without any restriction or payment.

4.9 No AI Model Training. CounselAI will not use Content to train artificial intelligence models and will not disclose or use User Data for unrelated commercial purposes without your written consent.

5.1 Scope. ”Confidential Information” means all non-public information, including data and technology, disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) that a reasonable person should understand to be confidential. Confidential Information excludes information that is public without fault, already known without restriction, received from a third party without breach, independently developed without use of the Disclosing Party’s Confidential Information, or released by written consent.

5.2 Obligation and Use. Except as required to perform obligations under these Terms, the Receiving Party agrees not to disclose or use Confidential Information without prior written consent and will take necessary and reasonable precautions to prevent unauthorized disclosure.

5.3 Compelled Disclosure. If legally required to disclose Confidential Information, the Receiving Party will (unless prohibited) promptly notify the Disclosing Party and provide reasonable assistance in seeking protective orders, disclosing only what is legally required while maintaining confidentiality.

5.4 Injunctive Relief. Unauthorized use or disclosure of Confidential Information may cause irreparable harm, and the Disclosing Party is entitled to seek injunctive relief (in addition to other remedies) to prevent or address breaches.

6.1 Payment. Unless otherwise agreed in an Order Form, CounselAI will invoice you for fees due under an Order Form, and you will pay such fees in accordance with the payment terms on such Order Form. All invoices must be paid in U.S. dollars, without set-off or chargeback. Except as otherwise expressly provided in this Agreement, all payments made by you are non-refundable regardless of actual usage and commitments are non-cancellable. CounselAI may increase fees at renewal.

6.2 Taxes. Fees exclude sales, use, value-added, import, export, or excise taxes (“Taxes”). You are responsible for all Taxes unless you provide a valid exemption certificate. Until CounselAI receives and approves such certificate, you will be charged Taxes on your purchases. If Taxes must be withheld, you will gross up payments so CounselAI receives the full amount invoiced.

6.3 Future Functionality. Your purchase relies only on currently available features. CounselAI makes no commitment to deliver future features and retains sole discretion over their development or release.

7.1 Ownership. The Platform, including software, documentation, designs, media, and other content contained therein, together with all associated intellectual property rights, are owned by CounselAI or its licensors and are protected by applicable laws. Except for the limited rights expressly granted herein, no license or right is granted to you, and all rights are reserved by CounselAI.

7.2 Use Restrictions. You may not reproduce, distribute, modify, create derivative works of, publicly display, republish, download, store, or transmit any portion of the Services except for limited internal business purposes directly enabled by the product. If the Services provide download functionality, you may install a single copy for your internal use, subject to these Terms.

7.3 Trademarks. CounselAI’s name, logos, product names, designs, and slogans are trademarks of CounselAI or its affiliates or licensors. You may not use such marks without prior written permission. Third-party names and logos referenced in the Services remain the property of their respective owners.

You may only use the Services for lawful purposes and according to these Terms. Without limiting Section 3 above, you agree not to:

• Use the Services in violation of any applicable law, regulation, or export control requirement.
• Access or use the Services for any competitive benchmarking or to build a competing product without CounselAI’s written consent.
• Share credentials, resell Outputs, or provide the Services to any third party via time-sharing, managed services, or similar arrangements.
• Introduce viruses, Trojan horses, or other malicious code, perform penetration testing without consent, or otherwise impair the Services.
• Scrape, harvest, or use automated means to extract data from the Services, except via documented APIs under an applicable agreement.
• Intentionally prompt the AI to disclose sensitive, confidential, or proprietary information of any third party without authorization, or manipulate prompts to generate unlawful, unethical, or harmful content.
• Support the unauthorized practice of law or rely on Outputs without independent review by qualified professionals.

If you believe material hosted via the Services infringes your intellectual property, please send a detailed notice to legal@counselai.com with: (i) the authorized signature of the owner or agent, (ii) a description of the work claimed to be infringed, (iii) the location of the allegedly infringing material, (iv) your contact information, (v) a statement of good-faith belief that the disputed use is unauthorized, and (vi) a statement under penalty of perjury that the information is accurate and you are authorized to act. CounselAI may remove or disable access to the disputed content and may limit access for users who repeatedly infringe others’ rights.

10.1 Warranties. CounselAI warrants that (i) it will provide the Services in a professional and workmanlike manner in accordance with generally accepted industry practice, using appropriately skilled personnel and in accordance with these Terms, and (ii) during the Subscription Term, the Platform will materially perform in accordance with any documentation provided by CounselAI. This warranty does not apply to Beta Features, misuse, or defects attributable to software, hardware, or a product not supplied by CounselAI.

10.2 Remedies. Subject to the SLA credits being the exclusive remedy for availability issues, your exclusive remedy for breach of Section 10.1 is limited to re-performance or correction of non-conforming Services. If correction is not commercially feasible within thirty (30) days of notice, you may terminate and CounselAI will refund prepaid, unused fees related to the terminated Subscription Term, provided you notified CounselAI within thirty (30) days of discovering the issue.

10.3 Not Legal Advice. Outputs are provided for informational purposes only and do not constitute legal, tax, or professional counsel. Outputs may be incomplete, inaccurate, or not tailored to your jurisdiction. You remain solely responsible for reviewing Outputs, consulting qualified professionals, and complying with all licensing or fiduciary obligations.

10.4 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, COUNSELAI DISCLAIMS ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COUNSELAI DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE SERVICE, AND YOU ACKNOWLEDGE OUTPUT MAY BE INCOMPLETE OR INACCURATE. YOUR USE OR RELIANCE UPON OUTPUT IS AT YOUR SOLE RISK, AND YOU AGREE TO REVIEW OUTPUT FOR COMPLIANCE WITH APPLICABLE LEGAL OR PROFESSIONAL OBLIGATIONS. THE SERVICES ARE NOT DESIGNED FOR USE IN HIGH-RISK ACTIVITIES WHERE FAILURE COULD LEAD TO PERSONAL INJURY OR SEVERE ENVIRONMENTAL DAMAGE.

11.1 Indirect Damages Disclaimer. TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF DATA, REVENUE, PROFITS, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF SUCH POSSIBILITY.

11.2 Direct Damages. TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY’S TOTAL, AGGREGATE LIABILITY UNDER THE ORDER FORM EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER FOR THE AFFECTED SERVICES FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO A CLAIM.

11.3 Enhanced Liability Cap. NOTWITHSTANDING THE FOREGOING, A PARTY’S LIABILITY FOR A BREACH OF ITS CONFIDENTIALITY, SECURITY, OR PRIVACY OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING THE DPA) WILL NOT EXCEED TWO TIMES (2X) THE AMOUNT PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO A CLAIM.

11.4 Allocation of Risk. You acknowledge CounselAI’s pricing and Services are based on these warranty disclaimers and liability limitations, which allocate risk between the parties and form an essential basis of the bargain.

12.1 By CounselAI. CounselAI shall handle the defense or settlement of claims brought by unaffiliated third parties alleging the Services infringe that party’s intellectual property rights and will indemnify you for settlements approved by CounselAI or damages awarded by a court. CounselAI has no obligation to the extent the claim is attributable to User Data, Non-CounselAI Applications, your modifications to Output, Third-Party Information, or use of the Services in violation of this Agreement. CounselAI may secure the right for you to continue using the Services, replace or modify the technology, or terminate access with a refund of prepaid, unused fees.

12.2 By You. You will defend, indemnify, and hold harmless CounselAI and its affiliates from third-party claims arising from (a) your User Data, including claims of infringement or legal violations, or (b) your use of Output in violation of applicable law or third-party rights.

12.3 Conditions. Indemnification obligations are conditioned on the indemnified party (i) promptly notifying the indemnifying party of the claim (with delays only relieving obligations to the extent of prejudice), (ii) providing reasonable assistance at the indemnifying party’s expense, and (iii) granting sole control of the defense and settlement to the indemnifying party. The indemnified party will not make any admission, settlement, or prejudicial statement without the indemnifying party’s prior written consent. CounselAI may agree to an obligation for you to cease using the Services.

13.1 Term and Termination. This Agreement shall continue in force until terminated as provided herein. You may terminate your Account (without refund) at any time upon written notice to legal@counselai.com, effective at the end of the Subscription Term. Either party may terminate if the other materially breaches and fails to cure within thirty (30) days of notice. In the event that Customer terminates this Agreement for a material breach by CounselAI, CounselAI will refund a pro-rata amount of any pre-paid fees for the remaining portion of the applicable Subscription Term.

13.2 Suspension. CounselAI may suspend access if you materially breach these Terms and fail to cure within ten (10) days of notice or if you fail to pay fees when due and do not cure within ten (10) days. No refunds are available for suspension.

13.3 Auto-Renewal. Subscriptions renew automatically at the end of each Subscription Term unless you provide written notice of cancellation before the end of the then-current Subscription Term. Renewals use then-current pricing.

13.4 Effect of Termination. Upon expiration or termination, you must cease use of the Services. Provisions intended to survive termination shall do so.

14.1 Venue. This Agreement is governed by California law without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the federal, state, and local courts of San Francisco, California, and waive defenses based on jurisdiction, venue, or forum non conveniens. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.1 Entire Agreement. Entire Agreement; Modification; Order of Precedence. This Agreement (comprising these Terms and any Order Forms) represents the complete and exclusive understanding between the parties regarding its subject matter. CounselAI may modify these Terms at any time by posting a revised version on its website or providing other notice to you. For Customers who have purchased via a self-serve flow, such modifications become effective upon notice, and continued use of the Services constitutes acceptance. For Customers who have executed a signed Order Form, any modifications to these Terms will not apply to the then-current term of that Order Form but will apply to any subsequent renewal or new Order Form. This Agreement may otherwise only be modified by a written amendment signed by both parties. In the event of any conflict, the order of precedence is as follows: (i) the Order Form; (ii) the DPA; and (iii) these Terms. Any purchase order issued by Customer is for its internal, administrative use only and cannot modify this Agreement or an Order Form, and any contractual terms in such purchase order are void.

15.2 Assignment. Neither party may assign this Agreement without the other’s consent, which will not be unreasonably withheld, except that either party may assign or otherwise transfer this Agreement to a successor in connection with the sale of all or substantially all of its business or assets to which this Agreement relates.

15.3 Export Compliance. The Platform is controlled from the United States and subject to its export laws. You represent you are not located in, and will not export or re-export the Platform to, any U.S. embargoed country or contrary to U.S. export laws. Remote access may in certain circumstances be considered a re-export.

15.4 Force Majeure. Performance failures caused by circumstances beyond a party's reasonable control shall not result in liability, including denial-of-service attacks, third-party hardware or software failure, communication failure, theft, unauthorized destruction of or access to records and services, cyber-attacks, cyber terrorism, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, service provider defaults, and material shortages, provided reasonable efforts are made to resume performance.

15.5 Logo Use. CounselAI may identify you as a user of the Services, including by using your name and logo on its website and marketing materials.

15.6 Notices. All notices must be in writing (English) and sent to the email address on file for your Account or to legal@counselai.com. Either party may update its email address for notices by providing notice in accordance with this section.

15.7 Severability. If any provision is unenforceable, that provision will be modified to effect the parties’ intent and the remaining provisions will remain in force.

15.8 Waiver. Failure to enforce any right or provision will not constitute a waiver. Any waiver must be in writing and signed by both parties.

The Services are offered by COL Ventures LLC (dba CounselAI), located at 223 Moffett Blvd, Mountain View, CA 94043 (or any updated address we publish).

Formal notices to CounselAI under these Terms must be sent via email to legal@counselai.com.

This Support and Service Level Agreement (SLA) sets forth the support service policy and service level agreement for the provision of the CounselAI Platform to Customer. Capitalized terms not defined herein shall have the meaning provided in the Agreement.

1. Support Services

CounselAI offers support during standard business hours (9 AM - 5 PM PT, Monday through Friday). Customer must cooperate with CounselAI to facilitate the provision of support services, including prompt notification of issues and provision of information as reasonably required by CounselAI.

2. Error Severity Levels and Target Response Times

2.1. For errors that significantly impact the delivery or quality of the Platform, Counsel AI will respond within 4 business hours.

2.2. For errors that have a moderate impact on the Platform but does not prevent their fundamental operation, Counsel AI will respond within 1 business day.

3. Monthly Uptime Percentage

3.1. CounselAI shall strive to maintain a Monthly Uptime Percentage of 99.5% or higher using commercially reasonable efforts. If CounselAI’s service availability falls below this threshold, service credits may be issued according to the terms below.

3.2. Monthly Uptime Percentage greater than or equal to 99.0% and below 99.5%: 5% of monthly fees credited.

3.3. Monthly Uptime Percentage below 99.0%: 10% of monthly fees credited.

3.4. The credits described in this section are Customer’s sole and exclusive remedy for any failure of CounselAI to meet the Monthly Uptime Percentage.

4. Exclusions

The SLA set forth in this Exhibit does not apply to any service interruptions caused by “Exclusions”: a) Force majeure events beyond CounselAI’s reasonable control; b) Customer’s equipment or third-party services or products; c) Services, hardware, or software provided by a third party over which we do not have direct control; d) Customer’s failure to follow any guidance provided by CounselAI in using the Service

5. Definitions

“Downtime” means, in a given calendar month, the number of minutes during which the CounselAI Service is not available for access by Customer or is otherwise unable or unavailable to provide the CounselAI Service. Downtime does not include Exclusions or scheduled downtime.

“Monthly Uptime Percentage” is the total number of minutes in a month minus the number of minutes of Downtime, divided by the total number of minutes in the month.

“Service Credit” is a credit issued to Customer’s account, calculated as a percentage of the monthly fees paid by Customer.