42B AI, Inc. TERMS OF SERVICE

1. The Service

The Service allows Customer to upload its outside counsel guidelines and law firm invoices so that 42B's platform can generate a compliance rules engine and review invoices against it, using artificial intelligence and machine learning models (“AI Models”), for Customer's own review and use. The Service is a decision-support tool. It does not provide legal advice, and its output is not a substitute for review by qualified personnel. Customer is solely responsible for all decisions made or actions taken in reliance on the Service's output, including decisions to approve, reduce, or reject law firm invoices.

2. Accounts

Customer must provide accurate registration information and is responsible for maintaining the confidentiality of its account credentials and for all activity under its account. Customer must promptly notify 42B of any unauthorized use of its account.

3. Subscription, Fees, and Billing

• (a) Free Trial. 42B may offer a free trial allowing review of a limited number of invoices. No payment method is required to access the free trial unless stated otherwise at signup.
• (b) Paid Subscriptions. Paid plans are billed through our third-party payment processor, Stripe, Inc. (“Stripe”). By providing payment information, Customer authorizes 42B, via Stripe, to charge the applicable subscription fees to Customer's payment method on the billing cycle selected at signup (monthly or annual, as applicable).
• (c) Auto-Renewal. Subscriptions automatically renew at the end of each billing period for a successive period of the same length, at 42B's then-current pricing, unless Customer cancels before the renewal date. 42B will provide notice of any price increase in advance of the renewal in which it takes effect, as required by applicable law.
• (d) Cancellation. Customer may cancel auto-renewal at any time through the account billing portal, using a mechanism as reasonably simple as possible. Cancellation takes effect at the end of the then-current billing period; 42B does not provide partial-period refunds except as required by law or as 42B may agree in its discretion.
• (e) Payment Processing. All payment card data is collected and processed directly by Stripe; 42B does not store full payment card numbers. Use of Stripe's payment services is subject to Stripe's own terms.

4. Customer Data

“Customer Data” means the outside counsel guidelines, invoices, and other content Customer uploads to the Service, which may include information about Customer or Customer's outside counsel timekeepers (such as names, roles, hours, and billing rates). As between the parties, Customer owns all Customer Data. Customer grants 42B a non-exclusive, worldwide license to host, process, transmit, and analyze Customer Data — including through AI Models, which may include third-party AI providers acting as 42B's subprocessors — solely to provide, maintain, and improve the Service, unless Customer opts out of use for model improvement where such an option is offered.

Customer represents that it has all rights necessary to upload Customer Data to the Service and to grant the license above, including any rights or consents required with respect to personal data of its outside counsel personnel contained in Customer Data. Where Customer Data includes personal data subject to data protection law, the Data Processing Addendum available upon request (“DPA”) is incorporated into these Terms by reference and takes effect automatically upon Customer's acceptance of these Terms — no separate signature or additional step is required. Customers that need a countersigned copy for their own vendor-review process may request one from 42B.

5. Acceptable Use

Customer will not, and will not permit others to: (a) use the Service to violate any law or third party's rights; (b) reverse engineer, decompile, or attempt to extract the source code or underlying models of the Service, except to the extent such restriction is prohibited by applicable law; (c) use the Service to build a competing product; (d) upload content Customer does not have the right to upload; or (e) interfere with or disrupt the integrity or performance of the Service.

6. Intellectual Property

42B and its licensors own all right, title, and interest in and to the Service, including all underlying software, models, and improvements, excluding Customer Data. If Customer provides feedback or suggestions about the Service, 42B may use that feedback without restriction or compensation to Customer.

7. Confidentiality

Each party may access confidential or proprietary information of the other in connection with the Service. Each party agrees to protect the other's confidential information using at least the same degree of care it uses for its own confidential information of similar nature, and not less than a reasonable degree of care, and to use it only to perform its obligations or exercise its rights under these Terms.

8. Disclaimers

THE SERVICE, INCLUDING ALL AI-GENERATED OUTPUT, IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 42B DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT AI-GENERATED COMPLIANCE DETERMINATIONS WILL BE ACCURATE OR COMPLETE. THE SERVICE DOES NOT CONSTITUTE LEGAL ADVICE AND SHOULD NOT BE RELIED ON AS A SUBSTITUTE FOR INDEPENDENT REVIEW.

9. Limitation of Liability

• (a) General Cap. Except as set out in Section 9(b), each party's total liability arising out of or related to these Terms will not exceed the amounts paid by Customer to 42B in the twelve (12) months preceding the claim (the “General Cap”).
• (b) Carve-Outs.
• (i) Uncapped. Neither party's liability for (1) its gross negligence or willful misconduct, or (2) Customer's breach of Section 5 (Acceptable Use) — including unauthorized use, reverse engineering, or use of the Service to build a competing product — is subject to any cap under this Section 9.
• (ii) Super-Cap. Each party's liability for (1) breach of Section 7 (Confidentiality), (2) a Personal Data Breach (as defined in the DPA) arising from 42B's processing of Customer Data, and (3) 42B's indemnification obligations under Section 10, will not exceed three (3) times the General Cap (the “Super-Cap”).
• (c) Neither party's liability is limited under this Section 9 to the extent such limitation is prohibited by applicable law.
• (d) For clarity, this Section 9 does not limit Customer's obligation to pay fees due and owing under these Terms.

THE EXCLUSION OF INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, AND PUNITIVE DAMAGES, AND OF LOST PROFITS, REVENUE, DATA, AND GOODWILL, APPLIES REGARDLESS OF WHETHER A CLAIM IS SUBJECT TO THE GENERAL CAP, THE SUPER-CAP, OR IS UNCAPPED UNDER SECTION 9(b)(i).

10. Indemnification

Customer will indemnify and hold 42B harmless from third-party claims arising from Customer Data or Customer's breach of these Terms. 42B will indemnify and hold Customer harmless from third-party claims that the Service, as provided by 42B, infringes a third party's intellectual property rights, subject to the Super-Cap in Section 9(b)(ii).

11. Term and Termination

These Terms remain in effect while Customer maintains an account. Either party may terminate for the other's material breach that remains uncured 30 days after written notice. 42B may suspend or terminate access for suspected violation of Section 5 (Acceptable Use). Sections 4, 6–13 survive termination.

12. Governing Law; Venue

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute arising out of these Terms.

13. Changes to These Terms

42B may update these Terms from time to time. Material changes will be notified via the Service or by email; continued use after the effective date of any change constitutes acceptance.

14. General

• (a) Assignment. Neither party may assign these Terms without the other's consent, except in connection with a merger, acquisition, or sale of substantially all assets.
• (b) Entire Agreement. These Terms, together with the Privacy Policy and DPA (where applicable), are the entire agreement between the parties regarding the Service and supersede prior agreements on that subject.
• (c) Severability. If any provision is unenforceable, the remaining provisions remain in full force.
• (d) Notices. Notices to 42B should be sent to legal@42B.ai.