TERMS AND CONDITIONS
Last updated June 7th, 2024
AGREEMENT TO OUR LEGAL TERMS
We are Cicerai Corp, doing business as Cicerai ("Company," "we," "us," "our"), a company registered in Texas, United States at 4576 Research Forest Drive Suite 200, The Woodlands, TX 77381.
We operate the website http://www.cicerai.com (the "Site"), as well as any other related products and services that refer or link to these legal terms (the "Legal Terms") (collectively, the "Services").
We provide a platform that provides assistance to legal professionals in time consuming and error prone tasks such as document analysis, document summarization or document drafting. We do this through a series of products and services that automate and assist in different parts of the legal process using Generative Artificial Intelligence in a cloud hosted software platform.
You can contact us by phone at +1 619 730 9144, email at info@cicerai.com, or by mail to 4576 Research Forest Drive Suite 200, The Woodlands, TX 77381, United States.
These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and Cicerai Corp, concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Legal Terms from time to time. We will alert you about any changes by updating the "Last updated" date of these Legal Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Legal Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Legal Terms by your continued use of the Services after the date such revised Legal Terms are posted.
The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.
We recommend that you print a copy of these Legal Terms for your records.
TABLE OF CONTENTS
- SERVICE OVERVIEW AND LICENSE
- INTELLECTUAL PROPERTY RIGHTS
- USER REPRESENTATIONS
- USER REGISTRATION
- PURCHASES AND PAYMENT
- SUBSCRIPTIONS
- PROHIBITED ACTIVITIES
- CUSTOMER DATA
- CONTENT AND LIMITED LICENSE
- THIRD-PARTY WEBSITES AND CONTENT
- SERVICES MANAGEMENT
- PRIVACY AND CONFIDENTIALITY
- COPYRIGHT INFRINGEMENTS
- TERM AND TERMINATION
- MODIFICATIONS AND INTERRUPTIONS
- GOVERNING LAW
- DISPUTE RESOLUTION
- CORRECTIONS
- DISCLAIMER
- LIMITATIONS OF LIABILITY
- INDEMNIFICATION
- DATA STORAGE AND RESPONSIBILITIES
- ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
- CALIFORNIA USERS AND RESIDENTS
- MISCELLANEOUS
- CONTACT US
1. SERVICE OVERVIEW AND LICENSE
Cicerai provides a cloud-based enterprise software platform that leverages generative artificial intelligence to assist with legal data analysis, workflow automation, and related internal business use cases (the “Services”). The Services are designed for professional use.
Subject to your compliance with these Terms, Cicerai grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services solely for your internal business operations and in accordance with the permitted scope of your subscription. This license is provided for the duration of your active subscription term.
You may only use the Services for the specific business functions and authorized use cases set forth in your subscription plan or other documentation provided by Cicerai. Any use beyond the scope of your subscription, including but not limited to resale, redistribution, or use on behalf of unaffiliated third parties, is strictly prohibited unless expressly authorized in writing by Cicerai.
The Services may generate responses, summaries, or other outputs (“Output”) based on the data and queries you provide (“Input”). You acknowledge and agree that all Output is automatically generated by artificial intelligence models and may contain inaccuracies, omissions, or other errors. The Output is not a substitute for professional judgment and should not be construed as legal advice. You remain solely responsible for reviewing and validating any Output prior to relying on it.
Access to the Services may be subject to additional usage limitations and entitlements (e.g., data volumes, API calls, user seats) as set forth in your order form or documentation. You are responsible for ensuring that your use remains within such limits and that all users under your account comply with these Terms.
The Services are offered from the United States and may not be appropriate or legal for use in other jurisdictions. If you access the Services from outside the United States, you do so at your own risk and are solely responsible for compliance with applicable local laws and regulations.
Cicerai reserves the right to modify or discontinue any part of the Services at any time, with or without notice, provided such changes do not materially degrade the functionality you have contracted for during the term of your subscription.
2. INTELLECTUAL PROPERTY RIGHTS
2.1 Our Intellectual Property
Cicerai owns and retains all rights, title, and interest in and to the Services, including the Software, platform, source code, algorithms, user interfaces, designs, databases, content, trademarks, service marks, and all related intellectual property rights, whether registered or unregistered (“Cicerai IP”). These are protected by copyright, trademark, and other applicable laws in the United States and internationally.
Except as expressly stated in these Terms, nothing grants you any right, title, or interest in or to any Cicerai IP. Any unauthorized use of Cicerai IP may violate intellectual property laws and result in termination of your access to the Services.
2.2 Permitted Use and Restrictions
Your access to the Services does not grant you any ownership interest in the Software, platform, or underlying technology. You may not:
- Copy, reproduce, or create derivative works based on any part of the Services or Software;
- Reverse engineer, decompile, or otherwise attempt to extract the source code or architecture of the platform;
- Sell, rent, sublicense, or otherwise redistribute the Services or any part of them to third parties;
- Use the Services in violation of applicable laws or outside the scope of your subscription plan.
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All access and usage must remain within the boundaries of your internal business use, in accordance with these Terms. Subject to your compliance with these Legal Terms, including the "PROHIBITED ACTIVITIES" section below, we grant you a non-exclusive, non-transferable, revocable license to:
2.3 Customer Content and Data
You retain all ownership rights in the content, documents, and data you input or upload into the platform (“Customer Content”), including the outputs generated based on that content. Cicerai does not claim ownership over Customer Content. Ownership and handling of Customer Content is further detailed in the 'CUSTOMER DATA' section.
2.4 Feedback
If you provide Cicerai with feedback, suggestions, or ideas regarding the Services (“Feedback”), you agree that Cicerai may use such Feedback without restriction or obligation to you. You waive any rights in the Feedback, and acknowledge that it may be incorporated into future versions of the Services or related offerings.
2.5 Reservation of Rights
All rights not expressly granted under these Terms are reserved by Cicerai. Any use of the Services or Cicerai IP outside the scope of the license provided herein is strictly prohibited and may result in immediate suspension or termination of access.
Please review this section and the "PROHIBITED ACTIVITIES" section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.
3. USER REPRESENTATIONS
By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Legal Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).
4. USER REGISTRATION
You may be required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
5. PURCHASES AND PAYMENT
You agree to pay all fees associated with your use of the Services in accordance with your selected subscription plan, as detailed at the time of purchase or in your order form. Fees are exclusive of any applicable taxes, which will be added as required by law.
We accept the following forms of payment:
- Visa
- Mastercard
You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. We may change prices at any time.
Payment obligations are non-cancelable and fees paid are non-refundable, except as otherwise stated in these Terms. If your subscription is billed annually, payment is due in full at the start of each term unless otherwise agreed. Monthly subscriptions are charged on a recurring monthly basis.
You agree to pay all charges at the prices then in effect for your purchases and any applicable fees, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.
We reserve the right to refuse any order placed through the Services. We may, in our sole discretion, limit or cancel quantities purchased per person, per business entity, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.
Late Payments
In the event of late or failed payment, Cicerai reserves the right to suspend or terminate access to the Services until the outstanding balance is paid. Additionally, overdue amounts may accrue interest at a rate of 1.5% per month (or the maximum allowed by applicable law), calculated from the due date until paid in full. You are responsible for all costs of collection, including reasonable attorney’s fees.
Invoices will be issued electronically unless otherwise requested in writing and approved by Cicerai. Payment must be made via the specified method indicated in your subscription or order form.
6. SUBSCRIPTIONS
Billing and Renewal
Your subscription will continue and automatically renew unless canceled. You consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order. The length of your billing cycle will depend on the type of subscription plan you choose when you subscribed to the Services.
Cancellation
You can cancel your subscription at any time in the billing section. Your cancellation will take effect at the end of the current paid term. If you have any questions or are unsatisfied with our Services, please email us at info@cicerai.com.
Fee Changes
We may, from time to time, make changes to the subscription fee and will communicate any price changes to you in accordance with applicable law.
7. PROHIBITED ACTIVITIES
You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Services, you agree not to:
- Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
- Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
- Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
- Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
- Use any information obtained from the Services in order to harass, abuse, or harm another person.
- Make improper use of our support services or submit false reports of abuse or misconduct.
- Use the Services in a manner inconsistent with any applicable laws or regulations.
- Engage in unauthorized framing of or linking to the Services.
- Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
- Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
- Delete the copyright or other proprietary rights notice from any Content.
- Attempt to impersonate another user or person or use the username of another user.
- Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms").
- Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
- Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
- Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
- Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
- Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
- Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
- Use a buying agent or purchasing agent to make purchases on the Services.
- Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
- Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.
8. CUSTOMER DATA
To use the Services, you may upload, submit, or otherwise transmit documents, files, and other materials ("Customer Data") into the platform. This may include legal contracts, pleadings, notes, and other content related to your legal work product.
As between you and Cicerai, you retain all right, title, and interest (including all intellectual property rights) in and to your Customer Data. Cicerai does not claim ownership of your Customer Data.
You are solely responsible for the accuracy, quality, legality, and integrity of your Customer Data, and for ensuring that you have all rights and permissions necessary to provide it to us. You agree not to upload any Customer Data that violates applicable laws or infringes the rights of any third party.
Cicerai will maintain commercially reasonable administrative, physical, and technical safeguards to protect the confidentiality, integrity, and availability of your Customer Data, in accordance with industry best practices.
9. CONTENT AND LIMITED LICENSE
You may submit queries or instructions to the Services ("Input") and receive results generated by the Services ("Output"). Together, Input and Output constitute your "Content."
As between the parties, you own all rights in and to your Content. Cicerai does not use your Content to train its artificial intelligence models or for any purpose other than to provide the Services, which may include anonymized benchmarking for quality improvement reviews.
You grant Cicerai and its Affiliates a non-exclusive, worldwide, royalty-free, limited license to host, process, transmit, and display your Customer Data and Content solely as necessary to provide and support the Services, to prevent or address service or technical issues, or as required by law. This license does not include any right to commercialize, distribute, or retain your Content beyond what is required to deliver the Services to you.
You acknowledge that due to the nature of AI models, similar or identical Output may be generated for different users based on similar Input. However, Cicerai does not intentionally reuse or share your Content across customers, and any such similarity does not affect your ownership rights.
10. THIRD-PARTY WEBSITES AND CONTENT
The Services may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Legal Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us blameless from any harm caused by your purchase of such products or services. Additionally, you shall hold us blameless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
11. SERVICES MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.
12. PRIVACY AND CONFIDENTIALITY
We care deeply about your privacy and the confidentiality of your information. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Legal Terms. Please note that the Services are hosted in the United States or Spain. If you access the Services from another region with laws governing personal data collection, use, or disclosure that differ from those in the United States or Spain, your continued use of the Services c onstitutes your express consent to the transfer and processing of your data in these jurisdictions.
In addition to our privacy commitments, both you and Cicerai agree to treat all non-public, proprietary, or confidential information exchanged in connection with the Services (“Confidential Information”) with strict confidentiality. Each party will use such information only as necessary to fulfill its obligations under these Terms and will not disclose it to any third party without prior written consent, except to employees, contractors, or advisors with a legitimate need to know and who are bound by confidentiality obligations no less protective than these.
Confidential Information includes, but is not limited to, Customer Data, business strategies, product designs , pricing, source code, and any technical or operational information disclosed in connection with the Services. Confidentiality obligations do not apply to information that is publicly known through no breach, rightfully received from a third party, independently developed without reference to the disclosing party’s information, or required to be disclosed by law (with prior notice where legally permissible).
Each party will implement reasonable security measures to protect Confidential Information and will notify the other party of any unauthorized access or disclosure. Upon termination of the Services or upon request, each party will return or securely delete all Confidential Information, unless retention is required by law or standard backup procedures.
These confidentiality obligations will survive termination of the Services for a period of three (3) years, or longer where required by law or where the information qualifies as a trade secret.
13. COPYRIGHT INFRINGEMENTS
We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a "Notification"). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Services infringes your copyright, you should consider first contacting an attorney.
14. TERM AND TERMINATION
These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
15. MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.
We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.
16. GOVERNING LAW
These Legal Terms and your use of the Services are governed by and construed in accordance with the laws of the State of Texas applicable to agreements made and to be entirely performed within the State of Texas, without regard to its conflict of law principles.
17. DISPUTE RESOLUTION
Informal Negotiations
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a "Dispute" and collectively, the "Disputes") brought by either you or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
Binding Arbitration
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the American Arbitration Association (AAA) website. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Harris, Texas. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Harris, Texas, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Legal Terms.
In no event shall any Dispute brought by either Party related in any way to the Services be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
Restrictions
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
19. DISCLAIMER
THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
20. LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
21. INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Services; (3) breach of these Legal Terms; (4) any breach of your representations and warranties set forth in these Legal Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
22. DATA STORAGE AND RESPONSIBILITIES
Cicerai maintains commercially reasonable administrative, physical, and technical safeguards to preserve the security, integrity, and availability of Customer Data, including routine system backups and disaster recovery protocols.
While we take these precautions, we cannot guarantee that Customer Data will never be lost, altered, or corrupted. You are encouraged to retain local backups of critical files or documents uploaded to the Services.
To the extent permitted by law, Cicerai shall not be liable for any loss or corruption of Customer Data, except where such loss results from our breach of this Agreement, gross negligence, or willful misconduct. In all cases, our total liability will be subject to the limitations set forth in this Agreement.
23. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
24. CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
25. NO LEGAL ADVICE OR ATTORNEY-CLIENT RELATIONSHIP
While the platform and its content address legal matters, they do not constitute legal advice, recommendations, mediation, or counseling under any circumstances. They should not be viewed as a replacement for guidance from qualified legal counsel. Your use of the platform and its content does not establish an attorney-client relationship, nor does our receipt of any email or electronic communication sent by or on your behalf through or in connection with the platform.
We do not warrant or guarantee the accuracy, completeness, adequacy, or currency of the information contained in or linked to the platform. Relying on such information is entirely at your own risk. As the information provided is general in nature, you are advised not to act or solely rely on it without consulting a competent attorney licensed to practice in your jurisdiction regarding your specific case.
26. MISCELLANEOUS
These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Legal Terms or use of the Services. You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.
27. CONTACT US
In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:
Cicerai Corp
4576 Research Forest Drive Suite 200
The Woodlands, TX 77381
United States
Phone: +1 619 730 9144
info@cicerai.com
