Ars Lex Associate — Terms of Service

Important Notice

IMPORTANT NOTICE. Ars Lex Associate is a software tool that assists legal professionals and legal trainees with legal reading, writing, document review, and research tasks. The Service is not a lawyer, not a substitute for a lawyer, and does not provide legal advice. All work product produced using the Service is the responsibility and professional work of the user. The Service has no independent ability to evaluate the merits of any legal matter, exercise legal judgment, or form an attorney-client relationship of any kind with anyone. Output generated by the Service may contain errors, omissions, or fabricated information ("hallucinations") and must be independently reviewed and verified before any reliance. The Service is designed for use within the American legal system (United States federal, state, territorial, and District of Columbia jurisdictions) and is not warranted or intended to support legal matters governed by the laws of other jurisdictions.

These Terms of Service ("Terms") govern your use of Ars Lex Associate (the "Service"), a litigation support product operated by ARSLEX LC, a Wyoming limited liability company ("Ars Lex," "we," "us," or "our"). By clicking "I Agree" or by accessing or using the Service, you represent that you have read, understood, and accept these Terms. If you do not agree, do not access or use the Service.

1. Eligibility and Geographic Scope

The Service is available only to legal professionals and legal trainees using the Service for professional, educational, or supervised legal work, including: (a) licensed attorneys; (b) paralegals, legal assistants, and other staff working under the supervision of a licensed attorney; and (c) law students using the Service in connection with legal education, a law school clinic, internship, externship, or other supervised practical training. The Service is not intended for, and may not be used by, individuals representing themselves pro se in their own legal matters, unsupervised non-lawyers providing legal services to others, or any person providing legal services to third parties for compensation without proper licensure. You represent that you fall within one of the eligible categories above and that your use of the Service complies with all applicable laws governing the practice of law in your jurisdiction.

Authority to Bind. If you accept these Terms on behalf of a law firm, legal department, government office, school, or other organization, you represent that you have authority to bind that organization to these Terms, and the words "you" and "your" as used in these Terms refer to that organization as well as to you individually.

Minimum Age. The Service is not directed to children under thirteen (13) and may not be used by anyone under the age of eighteen (18) unless expressly authorized by Ars Lex in connection with an approved educational or organizational account. Ars Lex does not knowingly collect personal information from children under 13.

Geographic Scope. Ars Lex offers paid subscriptions only to customers whose verified billing address with our payment processor is in the United States. The Service is intended for use from within the United States. Ars Lex does not market the Service to, and makes no representations regarding compliance with the laws of, the European Union, European Economic Area, United Kingdom, Switzerland, or any other jurisdiction outside the United States. The Service is not directed to data subjects in the EEA, UK, or Switzerland. Use of the Service from outside the United States is at your sole risk.

2. Permitted Use

You may use the Service only for lawful activities consistent with these Terms. You must not upload, process, or share content you are not permitted to disclose, including but not limited to: sealed records, materials subject to a protective order, privileged communications of parties you do not represent, classified information, personally identifiable information you are not authorized to process, protected health information ("PHI") as defined under the Health Insurance Portability and Accountability Act ("HIPAA"), or any other material the disclosure of which would violate law, court order, contract, or professional responsibility rules.

You must not: (a) reverse engineer, decompile, or attempt to extract source code from the Service; (b) use the Service to develop a competing product; (c) scrape, crawl, or harvest data from the Service by automated means; (d) circumvent any access controls or rate limits; (e) misrepresent your identity, qualifications, or authorization; (f) use the Service in violation of any export control, sanctions, anti-corruption, or other applicable law; (g) transmit any malware, virus, ransomware, worm, or other malicious code through the Service; (h) use the Service to harass, threaten, defame, or otherwise harm another person; (i) use the Service to send unsolicited bulk communications (spam) or to send communications you are not authorized to send; (j) probe, scan, or test the vulnerability of the Service or attempt to bypass any security or authentication measure (other than coordinated good-faith security research disclosed to Ars Lex in advance); or (k) resell, lease, sublicense, or otherwise transfer access to the Service to any third party other than authorized users covered by your subscription.

3. License Grant

Subject to your compliance with these Terms and timely payment of all applicable fees, Ars Lex grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal professional, educational, or supervised legal purposes during the term of your subscription. All rights not expressly granted are reserved by Ars Lex. The Service itself — including all software, AI models, user interfaces, templates, and documentation — is and shall remain the exclusive property of Ars Lex and its licensors. As between you and Ars Lex, you retain all right, title, and interest in the substantive work product you produce using the Service, including your specific inputs and any outputs generated in response to those inputs.

Beta and Preview Features. From time to time, Ars Lex may make experimental, pre-release, beta, or preview features available within the Service (each, a "Preview Feature"). Preview Features are provided AS IS, may be modified, limited, or discontinued at any time, may produce incomplete or inaccurate results, and may be subject to additional terms or restrictions. Section 16 (Disclaimer of Warranties) and Section 17 (Limitation of Liability) apply to Preview Features. You should not rely on Preview Features for any matter where accuracy or availability is material until they are designated as generally available.

Feedback. If you provide Ars Lex with any feedback, suggestions, comments, bug reports, feature requests, or other ideas relating to the Service ("Feedback"), you grant Ars Lex a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable license to use, modify, and incorporate the Feedback into the Service and other Ars Lex products and services, without any obligation of compensation or attribution to you. You represent that you have the right to provide such Feedback.

4. Fees, Payment, and Taxes

Fees. Access to the Service requires a paid subscription except where Ars Lex expressly offers free or evaluation access. Subscription fees are billed in advance on a monthly basis through our payment processor (currently Stripe, Inc.). Founder-tier pricing, if offered to you, is locked at the rate in effect when you first subscribed, subject to these Terms.

Free Trial. Where Ars Lex offers a free trial, the trial length and conditions will be disclosed at signup. A valid payment method may be required to start the trial. You may cancel during the trial through the customer billing portal to avoid being charged at the end of the trial period.

Auto-Renewal. Subscriptions automatically renew for successive monthly periods until cancelled by you through the customer billing portal or by Ars Lex pursuant to these Terms. You may cancel at any time effective at the end of the then-current billing period; no partial-period refunds will be issued.

Taxes. Fees are exclusive of all applicable taxes. You are responsible for all sales, use, value-added, or similar taxes assessed on your subscription, except taxes based on Ars Lex's net income.

Late Payment; Suspension. If a payment fails or is past due, Ars Lex may suspend or terminate your access to the Service after providing reasonable notice and an opportunity to cure.

No Refunds. Except as expressly required by applicable law, all fees are non-refundable.

5. Third-Party AI Processing

The Service uses third-party AI providers (including large language model providers) to generate and analyze text based on the documents and inputs you provide. Documents and generated output are encrypted in transit and at rest. Where commercially available to Ars Lex under the applicable provider plan, Ars Lex configures its integrations to use available training-opt-out, enterprise-tier, modified-abuse-monitoring, or zero-retention settings. Ars Lex's current AI providers and their applicable data-handling commitments are reflected on the Subprocessors list available on request (see Section 14). You acknowledge that any material you upload nevertheless leaves your direct custody and may transit the infrastructure of our subprocessors.

You are responsible for determining whether uploading any specific document to the Service is consistent with your professional obligations of confidentiality, client instructions, protective orders, court rules, ethics rules, and applicable law. Section 2 enumerates categories of content that may not be uploaded unless permitted under these Terms or under a separate written agreement with Ars Lex (such as an enterprise master services agreement, data processing agreement, or business associate agreement); outside those categories, the decision to upload non-public legal material is yours to make based on your professional judgment and your client's interests. AI outputs may be incomplete, incorrect, outdated, or fabricated. AI systems can reflect biases present in training data and may not be current to events after their training date. See Section 16 (Disclaimer of Warranties).

6. Your Responsibility for Content and Account

Content. You are solely responsible for the content you upload and the outputs you generate using the Service. You represent and warrant that you have all necessary rights, authorizations, and consents for any content you upload, and that your upload and our processing of that content will not violate any law, contract, court order, duty of confidentiality, or third-party right.

Account Security. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to: (a) use a strong, unique password and enable multi-factor authentication where available; (b) not share your credentials with any third party; (c) promptly notify Ars Lex at legal@arslex.ai if you suspect unauthorized access to your account; and (d) ensure that each authorized staff member who accesses the Service has their own assigned user account and is bound by these Terms. Single-user subscriptions may be used only by the named subscriber; each additional authorized user must have their own assigned user account on a multi-user subscription unless Ars Lex expressly permits otherwise in writing.

7. The Service Is a Tool, Not a Lawyer; No Legal Advice

Ars Lex is a software vendor providing a writing, reading, drafting, and research aid for authorized legal professionals and legal trainees engaged in professional practice, supervised legal work, legal education, or supervised practical training. The Service does not practice law, does not give legal advice, does not represent any client, and cannot form an attorney-client relationship with anyone. No output from the Service constitutes legal advice or legal opinion regardless of how it is phrased. You remain solely responsible for:

(a) all legal judgments and strategy decisions in your matters; (b) the accuracy, completeness, and appropriateness of all work product produced with the assistance of the Service; (c) compliance with all professional responsibility rules, court rules, bar admission requirements, and ethics obligations applicable to your practice, supervised legal work, legal education, or supervised practical training; (d) verification of any legal citation, factual assertion, or legal analysis produced by the Service before any reliance; and (e) the consequences of any action you take based on the Service's output.

8. Attorney-Client Privilege and Work Product

Your Responsibility for Privilege and Work Product. The Service is designed to support confidential processing of user-uploaded content, and Ars Lex maintains the confidentiality of your inputs and outputs in accordance with Section 11 (Confidentiality) and Section 12 (Security). However, you remain solely responsible for determining whether your use of the Service is consistent with attorney-client privilege, work-product doctrine, confidentiality duties, court orders, and professional responsibility rules applicable to your matter and jurisdiction. Ars Lex makes no representation about whether use of the Service preserves or waives any specific privilege, immunity, or protection in any specific matter, and you should not rely on use of the Service alone as conclusive of any such question.

Not Co-Counsel; No Ethical Obligations of Attorney. Ars Lex is a software vendor, not a law firm, and does not act as co-counsel, of-counsel, or attorney for any user or any user's client. Ars Lex does not assume the ethical obligations of an attorney, including but not limited to obligations of competence, communication, loyalty, or conflict-checking.

Not a System of Record; Not a Conflicts Custodian. The Service is a processing tool, not a system of record. You should not rely on the Service as your sole repository of any client matter, document, or work product, and you remain responsible for maintaining your own conflict-of-interest checking, document custody, e-discovery preservation, and bar-required record retention through systems separate from the Service.

9. Indemnification

You agree to defend, indemnify, and hold harmless Ars Lex, its officers, directors, employees, contractors, agents, and licensors (the "Indemnified Parties") from and against any and all claims, demands, damages, obligations, losses, liabilities, costs, judgments, fines, settlements (where approved by Ars Lex in writing), and expenses (including reasonable attorneys' fees, expert fees, and costs of investigation) arising from or related to:

(a) your upload to, or processing through, the Service of content for which you lacked authorization to upload or process, or which violated any law, contract, court order, protective order, client instruction, ethics rule, or professional responsibility duty applicable to you — including but not limited to unauthorized uploads of content that is proprietary to another party, sealed, classified, subject to HIPAA or similar health-information laws, subject to GLBA or similar financial-information laws, or subject to FERPA or similar education-record laws;

(b) your breach of these Terms;

(c) your violation of any law or third-party right;

(d) any claim that your use of the Service violates the rights of any third party; or

(e) any act or omission by you that constitutes the unauthorized practice of law, breach of professional responsibility rules, or malpractice.

This indemnification obligation extends to all damages, costs, attorneys' fees, settlements, and judgments, including, where permitted by applicable law, punitive or exemplary damages. This indemnification survives termination of your access to the Service.

Ars Lex will (i) promptly notify you of any covered claim, (ii) tender control of the defense and settlement of any covered claim to you (subject to Ars Lex's right to participate in the defense at its own expense with counsel of its choosing), and (iii) reasonably cooperate with you in the defense.

10. Data Ownership and Processing

Your Content. As between you and Ars Lex, you retain all right, title, and interest in and to (a) the content you upload to the Service, (b) the prompts and inputs you submit, (c) outputs generated in response to those inputs, and (d) embeddings, chunks, search indexes, and other data derived from items (a)–(c) (collectively, "Your Content"). You grant Ars Lex a limited, non-exclusive, worldwide, royalty-free license to access, process, transmit, store, display, and otherwise use Your Content solely to the extent necessary to provide the Service to you, to comply with applicable law, and to enforce these Terms. Aggregated, de-identified data as described below is not included in Your Content.

No Training on Your Content. Ars Lex does not use Your Content to train its own AI models or those of third-party providers, except where you have expressly opted in. Ars Lex's third-party AI providers are contractually obligated, or are configured by Ars Lex via API settings where available, not to use Your Content for training their models.

Aggregated, De-Identified Data. Ars Lex may collect and use aggregated, de-identified data derived from your use of the Service (e.g., usage statistics, performance metrics, error rates) for product improvement, analytics, security, and other lawful business purposes. Such aggregated data shall not identify you or include Your Content in any identifiable form.

Data Processing Agreement. A Data Processing Agreement ("DPA") setting forth Ars Lex's processing of personal data on your behalf is available upon written request to legal@arslex.ai. Enterprise customers may execute a separate DPA as a supplement to these Terms.

11. Confidentiality

Mutual Obligation. Each party (the "Receiving Party") may receive non-public information from the other (the "Disclosing Party") in connection with the Service ("Confidential Information"). Confidential Information includes Your Content (where you are the Disclosing Party), the non-public features and roadmap of the Service (where Ars Lex is the Disclosing Party), pricing that Ars Lex has not published for general marketing use, and any other information marked or reasonably understood to be confidential.

Obligations. The Receiving Party shall: (a) protect the Disclosing Party's Confidential Information with at least the same degree of care it uses to protect its own confidential information of like importance, and in no event less than reasonable care; (b) use the Disclosing Party's Confidential Information only as necessary to perform under or exercise rights under these Terms; and (c) not disclose the Disclosing Party's Confidential Information to any third party except to its employees, contractors, advisors, and subprocessors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section.

Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without confidentiality restriction; or (d) is independently developed without use of or reference to the Confidential Information.

Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent compelled by law, court order, or government authority, provided that (where legally permitted) it gives prompt notice to the Disclosing Party and reasonably cooperates with the Disclosing Party's efforts to limit or contest such disclosure.

Survival Period. Each party's obligations under this Section 11 with respect to Confidential Information of the other party shall survive for a period of three (3) years following termination of these Terms; provided, however, that obligations with respect to (i) Your Content, (ii) client legal materials, attorney work product, and information subject to attorney-client privilege, (iii) personal information or other data protected under applicable privacy law, and (iv) information that constitutes a trade secret, shall continue for so long as such information remains non-public, legally protected, or a trade secret under applicable law.

12. Security

Ars Lex maintains a security program incorporating administrative, technical, and physical safeguards designed to protect Your Content and Confidential Information. Current security measures include:

(a) Encryption. Data is encrypted at rest using industry-standard encryption (currently AES-256 or equivalent) and in transit using Transport Layer Security (TLS) version 1.2 or higher.

(b) Access Controls. Access to production systems and Your Content is limited to authorized personnel on a least-privilege basis, with role-based access controls and multi-factor authentication required for administrative access.

(c) Multi-Factor Authentication (MFA). MFA is available and recommended for all user accounts.

(d) Network Security. Production infrastructure is hosted in a reputable cloud provider's environment with isolated network segments, firewall controls, and continuous monitoring.

(e) Backup and Recovery. Regular backups are performed and retained in accordance with Ars Lex's retention policies.

(f) Security Reviews. Ars Lex conducts periodic reviews of its security posture and addresses identified vulnerabilities in accordance with industry-standard practice.

Ars Lex's security program evolves over time. Specific certifications, audit reports, and detailed security documentation are available to enterprise customers, to the extent maintained by Ars Lex, under appropriate confidentiality terms upon written request to legal@arslex.ai.

Multi-Tenant Isolation. Your Content is logically isolated from the content of other customers; access controls and tenant-scoping mechanisms prevent cross-tenant access by Service users. Notwithstanding the foregoing, you acknowledge that no system is perfectly secure and that residual risk is inherent in transmitting any content to any cloud-hosted service.

13. Breach Notification

In the event Ars Lex confirms a security incident affecting Your Content or personal information or account data associated with your account (a "Security Incident"), Ars Lex shall notify you without undue delay and in any event within seventy-two (72) hours of confirmation. For purposes of this Section, a Security Incident is "confirmed" when Ars Lex's security personnel have completed initial triage and determined, with reasonable certainty, that an unauthorized party accessed, acquired, or altered Your Content, personal information, or account data associated with your account. Mere suspicion, automated security alerts, or routine investigation activity do not start the seventy-two-hour clock. Such notice shall include, to the extent then known: (a) the nature of the Security Incident; (b) the categories and approximate volume of data affected; (c) the steps Ars Lex has taken or is taking in response; and (d) recommendations for actions you may consider. Initial notice may be supplemented as additional information becomes available during investigation. Notice may be delayed only to the extent required by law enforcement or to preserve the integrity of an ongoing investigation.

14. Subprocessors

Ars Lex uses third-party service providers ("Subprocessors") to provide the Service. Current Subprocessors include providers of cloud hosting, AI model inference, payment processing, email delivery, vector database, and error monitoring. A current list of Subprocessors is available upon written request to legal@arslex.ai. Ars Lex shall: (a) impose data protection and confidentiality obligations on each Subprocessor no less protective than those in these Terms; (b) remain liable for the acts and omissions of its Subprocessors to the same extent as if Ars Lex performed them directly; and (c) provide reasonable notice (by email, in-app notice, or update to the Subprocessor list available on request) of any new Subprocessor before granting that Subprocessor access to Your Content, except where a shorter timeframe is necessary to address a security or operational emergency.

15. Service Levels

The Service is provided on a commercially reasonable best efforts basis. No service-level agreement (SLA), uptime commitment, or specific response-time guarantee applies to standard subscriptions. Negotiated SLA terms are available to enterprise customers as part of an executed Master Services Agreement. Ars Lex may from time to time perform planned maintenance that may result in temporary unavailability of the Service.

16. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." ARS LEX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND CONTINUOUS, UNINTERRUPTED, OR ERROR-FREE OPERATION.

WITHOUT LIMITING THE FOREGOING, ARS LEX SPECIFICALLY DISCLAIMS ANY WARRANTY THAT AI-GENERATED OUTPUT FROM THE SERVICE IS ACCURATE, COMPLETE, CURRENT, FREE FROM HALLUCINATION OR FABRICATION, OR SUITABLE FOR USE IN ANY LEGAL MATTER, COURT FILING, OR OTHER EXTERNAL COMMUNICATION. YOU ARE SOLELY RESPONSIBLE FOR INDEPENDENTLY VERIFYING ALL AI-GENERATED OUTPUT BEFORE ANY RELIANCE.

17. Limitation of Liability

EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ARS LEX SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUES, BUSINESS OPPORTUNITY, GOODWILL, OR DATA, WHETHER INCURRED DIRECTLY OR INDIRECTLY AND WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ARS LEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CAP ON LIABILITY. ARS LEX'S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID ARS LEX IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). THIS CAP APPLIES IN THE AGGREGATE TO ALL CLAIMS AND DOES NOT RESET BASED ON THE NUMBER OF CLAIMS OR THEORIES OF LIABILITY.

THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 17 ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND ARE INDEPENDENT OF ANY EXCLUSIVE REMEDY THAT MAY BE FOUND IN THESE TERMS.

18. Insurance

Ars Lex maintains insurance coverage appropriate for its operations, including Technology Errors & Omissions and Cyber Liability coverage. Certificates of insurance describing then-current coverage are available to enterprise customers upon written request to legal@arslex.ai under appropriate confidentiality terms.

19. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) to the extent such delay or failure results from causes beyond its reasonable control, including but not limited to: acts of God; natural disasters; war, terrorism, civil unrest, or armed conflict; government action, sanction, or regulatory order; epidemic or pandemic; labor disputes not involving the affected party's own workforce; failures or outages of public utilities or telecommunications networks; cyberattacks or security incidents not resulting from the affected party's negligence; failures, outages, or material changes in service of third-party AI model providers, cloud-hosting providers, payment processors, or other essential Subprocessors; and failures, outages, deprecations, policy changes, or other changes by Microsoft Corporation, Microsoft AppSource, Office.js, Microsoft Word, browser or WebView environments, or operating-system vendors that materially affect the Service. The affected party shall use commercially reasonable efforts to mitigate the impact and resume performance promptly. Notwithstanding the foregoing, this Section does not excuse or limit Ars Lex's breach-notification obligations under Section 13.

20. Term and Termination

Term. These Terms become effective when you first accept them and continue until terminated as provided herein.

Modifications to the Service. Ars Lex may modify, update, add, suspend, or discontinue features of the Service from time to time. Not all features will remain available indefinitely. Where Ars Lex makes a material reduction to core functionality of a paid subscription tier, Ars Lex will use commercially reasonable efforts to provide advance notice (by email, in-app notice, or other reasonable means).

Your Right to Cancel. You may cancel your subscription at any time through the customer billing portal. Cancellation takes effect at the end of your then-current billing period; no partial-period refunds will be issued.

Termination by Ars Lex. Ars Lex may suspend or terminate your access to the Service: (a) immediately upon notice for any material breach of these Terms (including any breach of Sections 1, 2, 6, 9, or 11) or any nonpayment of fees that remains uncured after reasonable notice; (b) on reasonable notice for any reason if you are not under a paid subscription; (c) immediately if required by law, court order, or regulatory authority; or (d) immediately if Ars Lex reasonably determines, in good faith, that continued service to you creates a material risk to Ars Lex, its other users, or third parties.

Effect of Termination. (a) If your access ends solely because you cancelled your subscription (and Ars Lex has not otherwise suspended or terminated your account), your access continues until the end of your then-current paid billing period or free trial, as applicable, and during that time you may export Your Content using the in-app export functionality, where technically feasible in a commonly used, machine-readable format. (b) If your access ends for any other reason (including without limitation suspension or termination by Ars Lex under this Section, nonpayment after any applicable cure period, or as required by law or court order), your right to access and use the Service may end immediately, without regard to the billing period, unless applicable law requires otherwise. (c) Following cessation of your access, Your Content will be purged in accordance with Ars Lex's then-current retention practices, which are designed to minimize retention of customer content beyond the period necessary to provide the Service, comply with applicable law, enforce these Terms, and apply your configured retention settings, and which include configurable per-tenant retention schedules, automated purge processes, and on-demand hard-deletion. Depending on those settings, Your Content may be purged promptly following access cessation. (d) At any time during or after your subscription, you may request immediate hard deletion of Your Content by emailing legal@arslex.ai or by using the in-app delete function, in which case Your Content will be removed from production systems immediately, with residual copies in encrypted backups aging out under Ars Lex's standard backup-retention schedule. (e) Fees accrued before termination remain due.

Survival. The following provisions survive termination of these Terms: Section 6 (Your Responsibility for Content and Account); Section 7 (No Legal Advice); Section 8 (Privilege and Work Product); Section 9 (Indemnification); Section 10 (Data Ownership and Processing); Section 11 (Confidentiality); Section 13 (Breach Notification, with respect to Security Incidents arising during your subscription); Section 16 (Disclaimer of Warranties); Section 17 (Limitation of Liability); Section 18 (Insurance, to the extent of pre-termination coverage); Section 21 (Governing Law); Section 22 (Binding Arbitration); Section 26 (General Provisions); and Section 27 (Copyright Complaints).

21. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

22. Binding Arbitration

Informal Dispute Resolution. Before either party initiates arbitration under this Section 22, the initiating party agrees to provide the other with written notice of the dispute. If you are the initiating party, you agree to send notice to Ars Lex at legal@arslex.ai. If Ars Lex is the initiating party, Ars Lex agrees to send notice to the email address associated with your account. The notice must include: (a) the initiating party's name (and account email, if you are the initiating party); (b) a description of the dispute and the conduct giving rise to it; and (c) the specific relief sought. The parties agree to attempt in good faith to resolve the dispute informally for at least thirty (30) days from the date the receiving party receives the notice. Any applicable statute of limitations shall be tolled during this informal-resolution period. Arbitration may be initiated only if the dispute is not resolved within that period. The arbitrator (or, in mass arbitration, the AAA Process Arbitrator) may determine whether this informal-resolution prerequisite has been satisfied.

ARBITRATION OF DISPUTES. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration administered by the American Arbitration Association ("AAA") under its applicable rules, including the AAA Consumer Arbitration Rules where applicable, the AAA Commercial Arbitration Rules where applicable, and the AAA Mass Arbitration Supplementary Rules where applicable. The arbitration shall be conducted by a single arbitrator and shall take place in Wilmington, Delaware, or, at the election of the claimant, by videoconference. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Small-Claims Carve-Out. Notwithstanding the foregoing, either party may bring an individual action in small claims court for any dispute or claim that qualifies under that court's jurisdictional limits, so long as the action remains in small claims court and is brought only on an individual basis (not as a class, collective, or representative action).

Mass Arbitration. If 25 or more individual arbitration demands are filed against Ars Lex within a reasonable period asserting substantially similar claims and represented by the same or coordinated counsel, the AAA Mass Arbitration Supplementary Rules shall apply, including the appointment of a Process Arbitrator and any global mediation, bellwether, staged-fee, or other procedures provided thereunder. The parties consent to the application of those rules and to administration of the proceedings consistent with them.

CLASS ACTION WAIVER. YOU AND ARS LEX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. THIS CLASS ACTION WAIVER SHALL REMAIN IN EFFECT EVEN IF YOU OPT OUT OF ARBITRATION UNDER THE OPT-OUT PROVISION BELOW.

Notwithstanding the foregoing, nothing in this Class Action Waiver or this Section 22 shall be construed to waive any non-waivable right to seek public injunctive relief under applicable law, including without limitation rights protected under California Civil Code Section 3513.

Exceptions. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

Fees and Costs. Fees and costs of any arbitration commenced under this Section 22 shall be allocated as provided by the applicable AAA rules (including the AAA Consumer Arbitration Rules and the AAA Mass Arbitration Supplementary Rules where applicable), the AAA Consumer Due Process Protocol where applicable, applicable law, and as awarded by the arbitrator. Where you qualify as a "consumer" under the AAA Consumer Arbitration Rules or applicable law, no fees, costs, or expenses shall be allocated to you beyond those permitted by the AAA Consumer Due Process Protocol and applicable law. Each party shall otherwise bear its own attorneys' fees, except that the arbitrator may award reasonable fees and costs to the prevailing party if permitted by applicable law and the applicable AAA rules.

Opt-Out. You may opt out of the arbitration provisions of this Section 22 (but not the Class Action Waiver) within thirty (30) days of first accepting these Terms, either (a) through the Service's in-app account settings (where Ars Lex has made that option available), or (b) by sending written notice to legal@arslex.ai including your name, the email address associated with your account, and the statement "I opt out of arbitration." If you opt out, disputes other than those covered by the Exceptions or Small-Claims Carve-Out above shall be resolved exclusively in the state or federal courts located in Wilmington, Delaware, and you and Ars Lex consent to the personal jurisdiction of those courts. The Class Action Waiver shall continue to apply to any such court proceedings.

23. Compliance with Laws

Generally. Each party shall comply with all laws applicable to its performance under these Terms.

Anti-Corruption. Each party represents and warrants that it has not and will not, in connection with these Terms or the Service, offer, promise, give, or authorize any payment or other thing of value to any government official or private person for the purpose of obtaining or retaining business or any improper advantage, in violation of the U.S. Foreign Corrupt Practices Act or any other applicable anti-corruption law to which it is subject.

Sanctions and Export Controls. You represent and warrant that: (a) you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. economic sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), as the list of such jurisdictions may be updated from time to time; (b) you are not on the OFAC Specially Designated Nationals List or any other applicable sanctions or denied-party list; and (c) you will not export, re-export, or transfer the Service or any output to any prohibited destination, end user, or end use.

24. Publicity

Ars Lex shall not use your name, logo, trademarks, or service marks in any press release, customer list, marketing material, or other public communication without your prior written consent. You may identify Ars Lex as your vendor in your own communications without prior consent, provided you do so accurately and do not imply any endorsement, partnership, or affiliation beyond the customer-vendor relationship established by these Terms. Either party may identify the other in standard internal references (e.g., responding to a vendor diligence questionnaire) and as required by law.

25. Changes to These Terms

Ars Lex may update these Terms from time to time. The updated Terms will be effective when posted within the Service or otherwise made available, and the "Version" date at the top of these Terms will be updated. Material changes will require you to re-accept the updated Terms before continuing to use the Service. Your continued use of the Service after acceptance constitutes your agreement to the updated Terms. If you do not agree to the updated Terms, your sole remedy is to cancel your subscription as described in Section 20.

26. General Provisions

Notices. All legal notices to Ars Lex shall be in writing and sent to legal@arslex.ai. All notices to you shall be sent to the email address associated with your account.

Entire Agreement. These Terms (together with any DPA, MSA, or other written agreement signed by both parties incorporating these Terms by reference) constitute the entire agreement between you and Ars Lex with respect to the Service and supersede all prior or contemporaneous communications and proposals, whether oral or written.

Anti-Reliance. You acknowledge that you have not relied on any statement, promise, projection, or representation made by or on behalf of Ars Lex that is not expressly set forth in these Terms — or, as applicable, in another written agreement signed by both parties or in product documentation expressly incorporated by reference into such an agreement (such as an order form, MSA, DPA, security addendum, or service description). Statements made in marketing materials, sales communications, or product demonstrations that are not so incorporated are not part of these Terms and have not been relied upon.

Order of Precedence. If there is any conflict between these Terms and another written agreement between you and Ars Lex, the following order of precedence shall apply, from highest to lowest: (a) a Business Associate Agreement (BAA), with respect to PHI/HIPAA matters; (b) a Data Processing Agreement (DPA), with respect to personal data processing matters; (c) a signed Master Services Agreement (MSA) or order form, with respect to commercial terms expressly addressed therein; and (d) these Terms, with respect to all other matters.

Severability. If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction or arbitrator, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable.

No Waiver. No failure or delay by either party in exercising any right under these Terms shall operate as a waiver of that right, nor shall any single or partial exercise preclude any other or further exercise.

Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder without Ars Lex's prior written consent, and any attempted assignment in violation of this provision is void. Ars Lex may assign these Terms without consent in connection with a merger, acquisition, reorganization, sale of all or substantially all of its assets, or by operation of law.

Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship.

No Third-Party Beneficiaries. These Terms are for the sole benefit of you and Ars Lex and confer no rights on any third party.

Headings. Section headings are for convenience of reference only and shall not affect the interpretation of these Terms.

Counterparts; Electronic Acceptance. These Terms may be accepted by clickwrap, electronic signature, or other electronic means, each of which shall have the same legal effect as a manually signed original.

27. Copyright Complaints (DMCA)

Ars Lex respects the intellectual property rights of others and expects users of the Service to do the same. If you believe that material accessible on or through the Service infringes your copyright, you may submit a written notice of claimed infringement under the Digital Millennium Copyright Act ("DMCA") to Ars Lex's designated agent below.

Designated Agent for DMCA Notices:

ARSLEX LC
Attn: DMCA Agent
30 N Gould St, Ste R
Sheridan, WY 82801
Email: legal@arslex.ai
Subject line: "DMCA Notice"

The above-designated agent is registered with the U.S. Copyright Office. Copyright owners may verify the registration at copyright.gov/dmca-directory.

Notice Requirements. To be effective under 17 U.S.C. § 512(c)(3), a DMCA notice must include: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the allegedly infringed exclusive right; (b) identification of the copyrighted work claimed to have been infringed (or, if multiple works, a representative list); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, with sufficient detail to enable Ars Lex to locate the material; (d) information reasonably sufficient to permit Ars Lex to contact the complaining party, including an address, telephone number, and email address; (e) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notice is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Counter-Notification. If you believe material you provided to the Service was removed or disabled as a result of mistake or misidentification, you may submit a counter-notification to the designated agent above meeting the requirements of 17 U.S.C. § 512(g)(3).

Repeat Infringers. Ars Lex will, in appropriate circumstances and at its sole discretion, suspend or terminate the accounts of users who Ars Lex determines to be repeat infringers.

Acceptance

By clicking "I Agree" within the Service, you confirm that you have read, scrolled through, and accept these Terms of Service in their entirety, and you specifically acknowledge the arbitration provisions and class action waiver in Section 22.

Contact

Questions about these Terms? Contact legal@arslex.ai.