Website Terms of Use

1.1 Access to the Site is intended only for individuals who are of legal age. By using the Site, you represent and warrant that you are at least 18 years old. If you do not meet this age requirement, you are prohibited from using the Site.

1.2 Organizational Use. If you access the Site on behalf of a legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. The term "you" encompasses both the individual user and the represented entity, and both parties shall be jointly and severally liable for compliance with this Agreement.

1.3 Legal Compliance. You must cease using the Site immediately if prohibited by applicable law. Any continued use in violation of law remains subject to this Agreement and this Agreement remains fully enforceable against you, including all imposed obligations and liabilities, notwithstanding your lack of eligibility.

2.1 Permitted Use. Provided you comply with the Agreement, CounselAI grants you a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to access and use the Site and the materials displayed thereon (including, without limitation, text, graphics, audio, video, blog posts, visual interfaces, photographs, trademarks, logos, artwork, documents, and FAQs), and other content available on or from the Site (collectively, “Site Content”).

2.2 Prohibited Conduct. You are strictly prohibited from: (a) utilizing the Site or Site Content to build, model, train, benchmark, or enhance any competing platforms, algorithms, or services; (b) reverse engineering, disassembling, or decompiling any underlying software, except where legally mandated; (c) employing scrapers, bots, or other automated methods to access or copy the Site without express written permission; (d) compromising the Site’s security or integrity; (e) transmitting unlawful, obscene, or otherwise objectionable, or defamatory content; (f) misrepresenting your identity; or (g) exploiting the Site for unauthorized commercial gain.

3.1 Ownership. The Site Content is the proprietary property of CounselAI or its licensors and is protected by copyright, trademark, patent laws, as well as various other intellectual property rights and unfair competition laws. CounselAI retains all right, title, and interest in the Site Content , including and without limitation, all intellectual property rights therein and thereto. All rights not expressly granted herein are reserved.

3.2 Third-Party Data. The Site may display information from third-party sources (“Third-Party Data”). Third-Party Data is the copyrighted work of its owner, which expressly retains all right, title, and interest in and to the Third-Party Data, including, without limitation, all intellectual property rights therein and thereto. CounselAI claims no ownership of Third-Party Data and is not responsible for its accuracy. Such Third-Party Data may be subject to different and/or additional terms of use and/or privacy policies of such third parties.

3.3 AI Features. The Site may incorporate artificial intelligence features or chatbots provided by third parties (“AI Tools”). These AI Tools are distinct from CounselAI’s core SaaS platform. While these tools aim to be helpful, their outputs may be incomplete or inaccurate and may incorporate Third-Party Data. Outputs do not constitute legal or professional advice.

3.4 Informational Only. Site Content is provided for general information and does not constitute legal or professional advice.

4.1 User Content. At our sole discretion, CounselAI may provide features allowing you to post comments, feedback, or other content (“User Content”). If you choose to make publicly available any of your personal information, confidential information, or any other sensitive information through the Site, you do so at your own risk. CounselAI assumes no confidentiality obligation regarding User Content and is not liable for how third parties may use information you make public.

4.2 License to User Content. By submitting User Content, you grant CounselAI a worldwide, royalty-free, perpetual, irrevocable, fully paid-up, non-exclusive, transferable, and fully sublicensable (through multiple tiers) license to use, reproduce, adapt, modify, publicly display, publicly perform, prepare derivative works from, and distribute of such User Content in any media now known or hereafter developed, without any additional consideration to you or any third party.

4.3 Monitoring Rights. CounselAI reserves the right (but have no obligation) to monitor, evaluate, accept, reject, refuse, remove, alter, or modify any content on the Site at our discretion. We assume no liability for any user content or our decisions to remove or retain it. We are not responsible for storing or preserving any User Content.

We respect intellectual property rights and expect users to do the same. We may terminate access for users who infringe. If you believe your work has been infringed on our Site, please send our designated agent a notice containing:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works are covered by a single notification, a representative list of such works.
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Website, and information reasonably sufficient to let CounselAI locate the material.
• Information reasonably sufficient to let CounselAI contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Send infringement notices to our Copyright Agent at: legal@counselai.com.

The Site may contain links to third-party websites not controlled by CounselAI. These links are provided solely for convenience. CounselAI does not endorse or assume responsibility for the content, policies, or practices of any third-party sites. YOU AGREE THAT COUNSELAI WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES, AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO.

You agree to indemnify, defend, and hold harmless CounselAI and its officers, directors, employees, affiliates, subsidiaries, agents, licensors, and business partners (the “Indemnified Parties”) from any claims, liabilities, damages, losses, and expenses (including legal fees) arising out of or related to:

• Any breach of this Agreement by you;
• Your violation of applicable laws;
• Any infringement of third-party rights (including patent, copyright, trademark, personality, publicity, or other rights) arising from your use of the Site or the use of the Site by any person using your username and/or password; and
• Any claim that your User Content infringes or misappropriates any third-party patent, copyright, trademark, or trade secret, privacy, publicity, or any other third-party right.

THE SITE AND SITE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, COUNSELAI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, WE DO NOT WARRANT THAT THE SITE WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED, OR THAT ANY OR ALL DEFECTS WILL BE CORRECTED. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE.

The Site relies on third-party infrastructure (e.g., cloud providers) and we cannot guarantee uptime or availability dependent on these external services.

UNDER NO CIRCUMSTANCES SHALL COUNSELAI OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY, OR STATUTORY DAMAGES, INCLUDING ANY LOSS OF BUSINESS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR ANY COST OF COVER, ARISING OUT OF OR CONNECTED TO YOUR ACCESS OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE, WHETHER BASED ON CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL OUR TOTAL CUMULATIVE LIABILITY EXCEED $100 USD.

ANY CLAIMS ARISING FROM THESE TERMS MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE EVENT GIVING RISE TO THE ACTION.

10.1 Suspension. We may immediately suspend your access if we reasonably believe you have breached, or will breach, any provision of the Agreement, without limiting our other rights and remedies, until such breach is cured or we reasonably believe there is no longer a threat.

10.2 Termination. We may terminate your access at any time , with or without cause, and with or without notice. You may terminate this Agreement by discontinuing your use of the Site.

10.3 Effect. Upon suspension or termination, your right to use the Site ends immediately. We are not liable for any termination of access.

10.4 Survival. Provisions regarding ownership, effect of termination, indemnity, liability, disclaimers, export control, and general terms will survive termination.

11.1 General. Export information on the Site is for reference only, may not reflect the most current legal developments, and CounselAI does not guarantee it is complete, accurate, or up to date. It does not constitute legal advice.

11.2 Compliance. The Site is subject to U.S. export laws. You agree not to access or use the Site from embargoed jurisdictions or in violation of applicable export regulations. You acknowledge that remote access may in certain circumstances be considered a re-export. You represent that you are not on any U.S. government prohibited list (e.g., SDN List) and are not located in a sanctioned country (e.g., Cuba, Iran, North Korea).

12.1 Location. CounselAI operates from the U.S. If you access the Site from outside the U.S., you do so at your own initiative and are responsible for compliance with local laws.

12.2 Feedback. If you provide suggestions or feedback, we shall be irrevocably entitled to use that feedback, for any purpose and without any duty to account. All such feedback is non-confidential and non-proprietary.

12.3 Governing Law. These Terms are governed by California law. Any disputes shall be resolved exclusively in state or federal courts seated in San Francisco, California, which shall have exclusive jurisdiction over any disputes. The CISG and UCITA do not apply. The parties hereby irrevocably waive any and all claims and defenses either might otherwise have in any action or proceeding in any of the applicable courts set forth above, based upon any alleged lack of personal jurisdiction, improper venue, forum non conveniens, or any similar claim or defense.

12.4 No Waiver. Failure to insist upon or enforce strict performance of any provision of the Agreement does not constitute a waiver of any provision or right. CounselAI's rights, powers, and remedies in the Agreement are cumulative and in addition to any right, power, or remedy that may be available to CounselAI at law or in equity.

12.5 Severability. If any provision is found unenforceable, it will be reformed to the extent necessary to make such provision valid and enforceable, and the remaining provisions will remain in full effect.

12.6 Assignment. We may assign our rights and obligations without notice. You may not assign these Terms without our prior written consent. The Agreement will inure to the benefit of and bind you and CounselAI and our respective personal and legal representatives, successors, and permitted assigns.

12.7 Relationship. These Terms do not create a partnership, agency, or employment relationship. There are no third-party beneficiaries.

12.8 Force Majeure. We are not liable for delays or failures caused by events beyond our reasonable control.

12.9 Entire Agreement. This Agreement, including all policies referenced herein, constitutes the complete and exclusive statement of the agreement between you and CounselAI regarding the Site, superseding all prior and contemporaneous agreements and understandings, whether electronic, oral, or written, between CounselAI and you with respect to such matters.

12.10 Contact. Please contact us at legal@counselai.com with any questions regarding these Terms.