Terms of Service

1. Definitions

"Service" means the Fusial software-as-a-service platform, websites, applications, and related services we make available.

"Customer" or "you" means the entity or person that registers for or uses the Service.

"Authorized User" means an employee, contractor, or agent of Customer who is granted access to use the Service on Customer's behalf.

"Customer Data" means any data, content, contracts, or materials that Customer or its Authorized Users upload, submit, or transmit to the Service.

"AI Output" means any redline, summary, comment, suggestion, or analysis generated by the Service's artificial intelligence features.

2. Account Registration

To use the Service, you must register an account and provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must promptly notify us of any unauthorized access to or use of your account.

You may use the Service only if you are at least 18 years old and have the legal capacity to enter into these Terms on behalf of yourself or the entity you represent.

3. Access and Use

Subject to these Terms and your timely payment of all applicable fees, Fusial grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for your internal business purposes during your subscription term.

You may grant Authorized Users access to the Service. You are responsible for your Authorized Users' compliance with these Terms and for all acts and omissions of your Authorized Users in connection with the Service.

4. Acceptable Use

You agree that you will not, and will not permit any third party to:

• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or algorithms of the Service, except to the extent permitted by applicable law;
• use the Service to transmit malicious code, conduct unauthorized security testing, or interfere with or disrupt the Service or its underlying infrastructure;
• resell, sublicense, time-share, or otherwise commercially exploit the Service except as expressly permitted by these Terms;
• use the Service to develop, train, or improve a competing product or service;
• use the Service in violation of any applicable law, regulation, or third-party right; or
• exceed any usage limits, circumvent any technical limitations, or remove any proprietary notices in the Service.

5. Customer Data

As between you and Fusial, you retain all rights, title, and interest in and to your Customer Data. You grant Fusial a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, and display Customer Data solely as necessary to provide, maintain, and improve the Service for you.

You represent and warrant that (a) you have all rights necessary to upload Customer Data to the Service, and (b) your Customer Data and your use of the Service comply with all applicable laws, including data protection and privacy laws.

We may use anonymized and aggregated data derived from the operation of the Service to develop, improve, and operate our products, provided that such data does not identify you or any individual.

6. AI Output and Not Legal Advice

The Service uses artificial intelligence and machine learning to generate AI Output, including redlines, summaries, and analyses of contracts and other materials. AI Output is provided as a tool to assist your team and is not legal advice.

Fusial is not a law firm and does not provide legal services. Use of the Service does not create an attorney-client relationship with Fusial. AI Output may contain errors, omissions, biases, or inaccuracies, and you should not rely on it as a substitute for advice from a qualified attorney licensed in your jurisdiction. You are solely responsible for reviewing, verifying, and approving any AI Output before relying on it or sharing it with any third party.

7. Intellectual Property

Fusial and its licensors retain all rights, title, and interest in and to the Service, including all software, technology, algorithms, models, content, trademarks, and intellectual property rights. No rights are granted to you under these Terms other than those expressly set forth.

If you provide feedback, suggestions, or ideas about the Service, you grant Fusial a perpetual, irrevocable, royalty-free license to use that feedback for any purpose without obligation to you.

8. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that should reasonably be understood to be confidential. Confidential Information does not include information that (a) is or becomes publicly known through no fault of the receiving party, (b) was known to the receiving party prior to disclosure, (c) is independently developed without use of the disclosing party's Confidential Information, or (d) is rightfully received from a third party without confidentiality obligations.

Each party agrees to protect the other party's Confidential Information using the same degree of care it uses for its own Confidential Information of like importance, and in any event no less than reasonable care, and to use it only for purposes of performing under these Terms.

9. Fees and Payment

You agree to pay all fees set forth in your applicable order or subscription plan. Unless otherwise stated, fees are quoted and payable in U.S. dollars and are non-refundable. We may suspend your access to the Service if any undisputed amount is more than 30 days past due.

We may change pricing for the Service at any time, but changes will not apply to your current subscription term. Taxes are not included in fees and are your responsibility, except for taxes based on Fusial's net income.

10. Term and Termination

These Terms apply for as long as you have an active account with the Service. Either party may terminate these Terms or any subscription for material breach if the breach is not cured within 30 days after written notice.

Upon termination, your right to access the Service ends. We will make Customer Data available for export for 30 days following termination, after which we may delete it in accordance with our standard data-retention practices. Sections that by their nature should survive termination will survive.

11. Warranties and Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICE AND ALL AI OUTPUT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FUSIAL DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS, OR THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, OR FIT FOR ANY PARTICULAR USE.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FUSIAL'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE FEES PAID BY YOU TO FUSIAL IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. IN NO EVENT SHALL FUSIAL OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. Indemnification

You agree to defend, indemnify, and hold harmless Fusial, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your Customer Data, (b) your or your Authorized Users' use of the Service in violation of these Terms, (c) your reliance on AI Output, or (d) your violation of applicable law or any third-party right.

14. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice by posting the updated Terms on our website and updating the "Last updated" date. Your continued use of the Service after the effective date of the updated Terms constitutes your acceptance of them.

15. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to these Terms or the Service shall be resolved through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Wilmington, Delaware, and judgment on the award may be entered in any court of competent jurisdiction.

Each party waives any right to participate in a class action, class arbitration, or other representative proceeding.

16. General

These Terms, together with any order, subscription plan, or data processing addendum referenced herein, constitute the entire agreement between you and Fusial regarding the Service and supersede all prior or contemporaneous understandings on that subject. If any provision of these Terms is held unenforceable, the remaining provisions will continue in full force and effect.

Our failure to enforce any right or provision is not a waiver of that right or provision. You may not assign these Terms without our prior written consent; any attempted assignment without consent is void. We may assign these Terms without restriction.

17. Contact

For questions about these Terms, contact us at legal@fusial.com.

Fusial LLC
Austin, Texas