Terms of Service

1. Agreement and Acceptance

1.1 Agreement to Terms

These Terms of Service (this "Agreement") are between Ezel AI, Inc., a Delaware corporation ("Ezel," "we," "us," or "our"), and you (either an individual or the entity you represent) and govern your use of the Ezel platform (the "Service"). By accessing or using the Service, you agree to be bound by this Agreement.

1.2 Authority

If you are using the Service on behalf of an organization, you represent and warrant that:

• You have the authority to bind that organization to these Terms
• You accept these Terms on behalf of that organization
• References to "you" in these Terms refer to both you individually and that organization

1.3 Incorporated Policies

The following policies are incorporated into and form part of this Agreement:

• Privacy Policy
• Acceptable Use Policy

1.4 Updates to Terms

We may update these Terms from time to time. Material changes will be communicated via:

• Email notification to your registered email address at least 30 days before the changes take effect
• Update to the "Last Updated" date at the top of this page

Your continued use of the Service after changes become effective constitutes acceptance of the updated Terms. We will not make changes that materially reduce our commitments regarding data protection, confidentiality, or security without your express written consent.

1.5 Important Notice: AI-Generated Output

2. Definitions

The following definitions apply throughout these Terms:

• "Content" means Input and Output collectively.
• "Customer Data" means documents, files, and other materials you upload to the Service.
• "Feedback" means suggestions, enhancement requests, recommendations, or other feedback you provide about the Service.
• "Input" means queries, prompts, instructions, and other information you provide to the Service.
• "Output" means the AI-generated responses, analyses, drafts, and other content produced by the Service.
• "Service" means the Ezel legal AI platform accessible at ezel.ai and app.ezel.ai, including all features, functionality, and updates.
• "Subprocessor" means third-party service providers we use to deliver the Service (listed in our Subprocessor List).

3. Access and Usage

3.1 License Grant

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes.

3.2 Account Requirements

• Account Creation: You must create an account using a valid email address
• Authentication: You will receive magic links via email for passwordless authentication
• Account Security: You are responsible for maintaining the confidentiality of your account and all activities under your account
• No Sharing: Account credentials are personal to you and may not be shared with others
• Accurate Information: You must provide accurate and complete information when creating your account

3.3 Permitted Use

You may use the Service to:

• Upload legal documents and other materials for AI-assisted analysis
• Submit queries and receive AI-generated responses
• Generate drafts, summaries, and other legal work product
• Conduct legal research and analysis

3.4 Usage Restrictions

You may not:

• Violate our Acceptable Use Policy
• Use the Service in any way that infringes third-party rights
• Reverse engineer, decompile, or attempt to discover the source code of the Service
• Build competing products or services based on the Service
• Resell, sublicense, or make the Service available to third parties
• Use automated means (bots, scrapers) to access the Service
• Bypass rate limits, usage restrictions, or security measures
• Access the Service from embargoed countries or if you are on restricted party lists

3.5 Usage Limits

We may impose usage limits based on your subscription plan, including limits on:

• Token consumption and API requests
• Number of documents uploaded
• Storage capacity

We will notify you if you approach or exceed your usage limits.

4. Your Content and Data

4.1 Ownership

As between you and Ezel, you retain all right, title, and interest (including all intellectual property rights) in and to:

• Your Customer Data (documents you upload)
• Your Input (queries and prompts you provide)
• Output generated in response to your Input

4.2 License to Ezel

You grant Ezel a limited, non-exclusive, worldwide, royalty-free license to:

• Process your Customer Data and Input to provide the Service to you
• Transmit your Customer Data and Input to AI providers (Anthropic, OpenAI) for processing
• Store your Customer Data and Content to provide the Service
• Perform technical operations necessary to deliver the Service

This license terminates when you delete your Content or close your account.

4.3 Your Responsibilities

You are solely responsible for:

• The accuracy, legality, and appropriateness of all Customer Data and Input
• Ensuring you have the right to upload and process all Customer Data
• Complying with applicable laws regarding data you process through the Service
• Maintaining client confidentiality and attorney-client privilege
• Verifying and validating all Output before using it

4.4 Similarity of Content

You acknowledge that:

• Other users may provide Input similar to yours
• You may receive Output similar to Output provided to other users
• Such similar Output is not considered your Content

4.5 Data Deletion

You may delete:

• Individual items: Documents and chat conversations can be deleted at any time from your account
• Entire account: You can delete your account from Settings, which will permanently delete all your data

Deleted data is immediately and permanently removed from our systems with no retention period.

5. Fees and Payment

5.1 Subscription Fees

Use of the Service requires a paid subscription. Fees are based on:

• Your selected subscription plan
• Token usage and API consumption
• Any additional features or services you enable

5.2 Payment Terms

• Payment Processing: All payments are processed by Stripe, Inc.
• Billing: Fees are billed in advance on a monthly or annual basis (depending on your plan)
• Auto-Renewal: Subscriptions automatically renew unless you cancel before the renewal date
• Payment Methods: You must provide valid payment information and authorize us to charge your payment method

5.3 Price Changes

We may change our fees at any time. We will provide at least 30 days' notice before any price increase takes effect. Your continued use of the Service after the price increase constitutes acceptance of the new fees.

5.4 Taxes

All fees are exclusive of taxes. You are responsible for all applicable taxes (excluding taxes on our income).

5.5 No Refunds

Fees are non-refundable except as required by law or as expressly stated in these Terms. If you cancel mid-billing cycle, you will not receive a refund for the unused portion.

5.6 Suspension for Non-Payment

If payment fails or your account is past due, we may suspend your access to the Service until payment is received. Continued non-payment may result in account termination.

6. Intellectual Property

6.1 Ezel's Rights

Ezel and its licensors own all right, title, and interest in and to the Service, including:

• The Ezel platform, software, and technology
• All algorithms, models, and processes (excluding third-party AI models)
• Trademarks, logos, and branding
• Documentation and support materials

6.2 Feedback

If you provide Feedback to us, you grant Ezel a perpetual, irrevocable, worldwide, royalty-free license to use, incorporate, and exploit such Feedback in our products and services. We will not use Feedback in a way that identifies you or your confidential information.

6.3 Restrictions

Except as expressly permitted in these Terms, you may not:

• Copy, modify, or create derivative works of the Service
• Rent, lease, lend, sell, sublicense, or transfer the Service
• Remove or obscure any proprietary notices on the Service

7. No Training Commitment

7.1 Our Commitment

• We will not train any AI models using your Content or Customer Data
• Our AI providers (Anthropic, OpenAI) will not train AI models using your Content or Customer Data
• Our AI providers will not retain or log your Content or Customer Data for human review beyond processing your requests

7.2 Usage Data

We may collect and use anonymous, aggregated Usage Data (e.g., which features are used, error rates) to improve the Service. Usage Data does not include your Content, Customer Data, or any information that identifies you.

8. Disclaimers and Limitations

8.1 No Legal Advice

8.2 Your Warranties

You represent and warrant that:

• You have the necessary rights to use all Customer Data and Input with the Service
• Your use of the Service complies with all applicable laws and regulations
• You will not use the Service for any unlawful purpose
• All information you provide is accurate and complete

8.3 Service Disclaimer

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, EZEL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

• Warranties of merchantability, fitness for a particular purpose, and non-infringement
• Warranties regarding accuracy, reliability, or completeness of the Service or Output
• Warranties that the Service will be uninterrupted, error-free, or secure
• Warranties regarding third-party AI providers (Anthropic, OpenAI)

8.4 No Guarantee of Results

We do not guarantee that:

• The Service will meet your specific requirements
• Output will be accurate, complete, or suitable for any purpose
• The Service will be available at all times
• Defects will be corrected

9. Term and Termination

9.1 Term

This Agreement begins when you first access the Service and continues until terminated by either party.

9.2 Termination by You

You may terminate this Agreement at any time by:

• Canceling your subscription
• Deleting your account from Settings
• Emailing us at [email protected]

Termination will be effective at the end of your current billing period.

9.3 Termination by Ezel

We may suspend or terminate your access immediately if:

• You breach these Terms (including the Acceptable Use Policy)
• Your account is delinquent on payment
• We are required to do so by law
• Your use poses a security risk or harms other users

9.4 Effect of Termination

Upon termination:

• Your right to access the Service immediately ends
• All your Content and Customer Data will be immediately deleted
• You remain obligated to pay all fees incurred before termination
• Sections that by their nature should survive (e.g., limitations of liability, confidentiality) will continue to apply

10. Confidentiality

10.1 Definition

"Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") that is marked as confidential or should reasonably be understood to be confidential given the nature of the information and circumstances of disclosure.

Your Content and Customer Data are your Confidential Information.

10.2 Obligations

The Receiving Party will:

• Use the same degree of care to protect Confidential Information as it uses for its own confidential information (but not less than reasonable care)
• Not use Confidential Information except as necessary to fulfill its obligations under these Terms
• Not disclose Confidential Information to third parties except as permitted by these Terms
• Limit access to Confidential Information to employees and contractors with a need to know

10.3 Exceptions

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the Receiving Party
• Was rightfully known to the Receiving Party before disclosure
• Is independently developed by the Receiving Party
• Is rightfully received from a third party without breach of confidentiality obligations

10.4 Required Disclosure

If the Receiving Party is compelled by law to disclose Confidential Information, it will (to the extent legally permitted):

• Promptly notify the Disclosing Party
• Cooperate in any effort to obtain confidential treatment
• Disclose only the minimum information required

11. Indemnification

11.1 Your Indemnification

You will indemnify, defend, and hold harmless Ezel and its affiliates, officers, directors, employees, and agents from any claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Service
• Your Content or Customer Data
• Your violation of these Terms
• Your violation of applicable laws or third-party rights

11.2 Our Indemnification

We will indemnify, defend, and hold you harmless from third-party claims that the Service infringes a third party's intellectual property rights, provided that:

• You promptly notify us of the claim
• You give us sole control of the defense and settlement
• You provide reasonable assistance

This indemnity does not apply to claims arising from your Content, your use of the Service in violation of these Terms, or modifications you make to the Service.

12. Limitation of Liability

12.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, business, data, or use
• Cost of substitute services

THIS APPLIES EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).

12.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EZEL'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF:

• $1,000 (one thousand U.S. dollars), OR
• The amount you paid to Ezel in the 12 months preceding the claim

12.3 Exceptions

The limitations in this Section 12 do not apply to:

• Your payment obligations
• Your indemnification obligations
• Liability that cannot be limited by law (e.g., gross negligence, willful misconduct, fraud)
• Violations of confidentiality obligations

12.4 Basis of the Bargain

You acknowledge that the limitations in this Section 12 are reasonable and reflect the allocation of risk between the parties. The fees charged reflect these limitations.

13. Dispute Resolution

13.1 Governing Law

These Terms are governed by the laws of the State of Delaware and the United States, without regard to conflict of law principles.

13.2 Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms will be determined by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures, except as modified by these Terms.

• Location: New York, New York
• Number of Arbitrators: One arbitrator for disputes under $250,000; three arbitrators for disputes of $250,000 or more
• Language: English
• Costs: Each party bears its own costs and fees unless the arbitrator awards fees to the prevailing party

13.3 Exceptions to Arbitration

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to:

• Enforce intellectual property rights
• Prevent unauthorized use or disclosure of Confidential Information
• Address breach of the Acceptable Use Policy

13.4 Class Action Waiver

YOU AND EZEL AGREE THAT DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY BRING CLAIMS AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

13.5 Jury Trial Waiver

TO THE EXTENT PERMITTED BY LAW, YOU AND EZEL WAIVE ANY RIGHT TO A JURY TRIAL.

14. General Provisions

14.1 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms to any affiliate or in connection with a merger, acquisition, or sale of assets. Any attempted assignment in violation of this section is void.

14.2 Subcontractors

We may use subcontractors (Subprocessors) to help deliver the Service. We remain responsible for their performance. Our current Subprocessors are listed in our Subprocessor List.

14.3 Entire Agreement

These Terms (including incorporated policies) constitute the entire agreement between you and Ezel regarding the Service and supersede all prior agreements, representations, and understandings.

14.4 Severability

If any provision of these Terms is found unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full effect.

14.5 Waiver

No waiver of any provision of these Terms will be effective unless in writing and signed by the waiving party. A party's failure to enforce any provision does not waive its right to enforce that provision later.

14.6 Force Majeure

Neither party will be liable for delays or failures to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, or failures of third-party services (including AI providers).

14.7 Export Control

The Service is subject to U.S. export control laws. You may not use the Service:

• In violation of any U.S. export embargo or restriction
• If you are located in an embargoed country
• If you are on any U.S. government restricted party list (e.g., OFAC SDN List, Commerce Department Denied Persons List)

14.8 Government Use

The Service is a "commercial item" as defined in FAR 2.101. If acquired by or on behalf of any U.S. government entity, the Service is subject to the terms of these Terms in accordance with FAR 12.212 and DFARS 227.7202.

14.9 Notices

All notices must be in writing and in English:

• To Ezel: [email protected]
• To You: The email address associated with your account

Notices are deemed given upon receipt.

14.10 Relationship

You and Ezel are independent contractors. These Terms do not create a partnership, joint venture, employment, or agency relationship.

14.11 Third-Party Beneficiaries

These Terms do not confer any third-party beneficiary rights.

14.12 Interpretation

• Headings are for convenience only and do not affect interpretation
• "Including" means "including but not limited to"
• The singular includes the plural and vice versa

Contact Information

For questions about these Terms:

• Email: [email protected]
• Postal Address: Ezel AI, Inc., 3229 Greenpoint Ave Suite 382, Long Island City, NY 11101, United States