Software as a Service (SaaS) Agreement / Terms of Service

Bollong.AI LLC · Enterprise License Agreement · v2 · July 2026

This SaaS Agreement (the “Agreement”) is entered into between Bollong.AI LLC (“Company”) and the individual or entity accessing or using the Service (“Subscriber”). For purposes of this Agreement, Subscriber and Company each may be referred to individually as a “Party” and together as the “Parties.”

For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Definitions

As used herein:

1. “Authorized Users”shall mean Subscriber’s employees, independent contractors, or team members working for Subscriber in the ordinary course of Subscriber’s business who: (a) agree to be bound by the terms of this Agreement; and (b) are specifically authorized by Subscriber to access the Service.
2. “Service”shall mean Company’s AI-enabled software platform, including FDA/medical-device compliance reporting tools, legal/business document workspaces, templates, Web, email, and database services, including associated documentation made available to Subscriber in written form or online. The Service includes any Beta products made available to Subscriber.
3. “Service Start Date” shall mean the date from which Subscriber first creates an account or subscribes to the Service.
4. “Fees” shall mean the subscription fees payable pursuant to Section 4 hereof.
5. “Subscriber Data”means (a) any electronic data, information, or material that Subscriber provides, uploads, or submits to Company in connection with this Agreement, and (b) any electronic data, information, or material generated from or in connection with Subscriber’s use of the Service (including any Authorized User).
6. “Term” shall mean the period beginning on the Service Start Date and continuing until the subscription is terminated or expires in accordance with this Agreement.
7. “Beta Features” means any beta, pilot, preview, experimental, trial, evaluation, pre-release, limited-release, free, or test version of the Service or any feature, module, workflow, output, integration, or functionality made available by Company.
8. “Order Terms”means any subscription plan, pricing page, checkout page, order form, invoice, plan description, usage-limit notice, or other written or electronic ordering terms made available by Company and accepted by Subscriber in connection with Subscriber’s subscription to or use of the Service.
9. “Third-Party Services” means any third-party software, artificial intelligence model, API, hosting provider, database provider, payment processor, data source, integration, plug-in, platform, service, tool, or system used by or integrated with the Service, including without limitation third-party AI platforms, payment processors, cloud or database providers, public databases, and engineering or visualization tools.

2. License to Receive the Service

1. Grant. Company hereby grants the Subscriber a limited, non-exclusive and non-transferable license, without right of sublicense, during the Term to access, display, and use the Service, and to permit Authorized Users to access and use the Service, subject to the terms and conditions of this Agreement. All rights in the Service not expressly granted hereunder are reserved to Company.
2. Scope.The license granted to Subscriber hereunder is solely for Subscriber’s internal business purposes. Subscriber is responsible for all activities that occur under Subscriber’s and any Authorized User’s accounts. Subscriber will: (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all use of the Service by Subscriber and any Authorized User; (b) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify Company promptly after becoming aware of any such unauthorized access or use; and (c) comply with all applicable local, state, federal, and foreign laws in using the Service.
3. Account Authority; Authorized Users.If Subscriber accesses or uses the Service on behalf of an entity, Subscriber represents and warrants that the individual accepting this Agreement has full legal authority to bind such entity to this Agreement. Subscriber is solely responsible for identifying, authorizing, managing, and removing all Authorized Users and for all activity occurring under Subscriber’s account or any Authorized User account, whether authorized or unauthorized. Subscriber shall ensure that all Authorized Users comply with this Agreement, and any breach of this Agreement by an Authorized User shall be deemed a breach by Subscriber. Subscriber shall not permit account sharing, credential sharing, unauthorized access, or use of the Service by any person who is not an Authorized User.
4. Account Security.Subscriber is solely responsible for maintaining the confidentiality and security of all usernames, passwords, credentials, authentication methods, administrator rights, and account-access controls. Subscriber shall promptly notify Company of any actual or suspected unauthorized access, credential compromise, security incident, or misuse of the Service. Company shall not be liable for any loss, damage, disclosure, deletion, corruption, suspension, interruption, or unauthorized activity arising from Subscriber’s failure to maintain accurate account information, secure credentials, remove former personnel, manage Authorized Users, or implement appropriate internal access controls.
5. Electronic Contracting and Notices.Subscriber consents to receive agreements, notices, disclosures, policies, invoices, billing communications, and other communications from Company electronically, including by email, through the Service, through Subscriber’s account, or by posting on Company’s website. Subscriber agrees that clicking “I Accept,” creating an account, subscribing, paying for the Service, accessing the Service, or otherwise indicating assent electronically constitutes Subscriber’s electronic signature and has the same legal force and effect as a handwritten signature. Subscriber is responsible for maintaining a current email address and contact information in its account.

3. Restrictions on Use

Subscriber shall not edit, alter, abridge, or otherwise change in any manner the content of the Service, including, without limitation, all copyright and proprietary rights notices. Subscriber may not, and may not permit others to (including any Authorized User):

1. Reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from, the software or Service;
2. Modify, translate, adapt, alter, or create derivative works from the Service;
3. Copy, distribute, publicly display, transmit, sell, rent, lease, resubmit, or otherwise exploit the Service;
4. Distribute, sublicense, rent, lease, loan or grant any third-party access to or use of the Service to any third party;
5. Harvest, collect, gather, or assemble information or data regarding other subscribers, scrape, benchmark, extract prompts, build competing products, or train competing AI models using the Service or its outputs;
6. Transmit through or post on the Service unlawful, immoral, libelous, tortuous, infringing, defamatory, threatening, vulgar, or obscene material or material harmful to minors;
7. Transmit material containing software viruses or other harmful or deleterious computer codes, files, scripts, agents, or programs;
8. Interfere with or disrupt the integrity or performance of the Service or the data contained therein;
9. Attempt to gain unauthorized access to the Service, computer systems, or networks related to the Service, or bypass usage limits; or
10. Harass or interfere with another subscriber or end-user’s use and enjoyment of the Service.

4. Fees and Payment

1. Service Fees.In exchange for the Services to be provided and the licenses granted under this Agreement, commencing on the Service Start Date, Subscriber shall pay Company the applicable subscription Fees. Unless otherwise stated, the Service includes a fourteen (14)-day free trial period commencing on the Service Start Date, during which Subscriber may cancel the Service at any time. After the 14-day free trial period, all Fees are entirely non-refundable. Company may change pricing upon thirty (30) days’ advance notice before the next billing period.
2. Billing; Automatic Charges; Non-Payment; Chargebacks; No Refunds. Subscriber shall pay all applicable subscription fees, usage-based fees, overage fees, taxes, and other charges for the Service in accordance with the subscription plan, order page, checkout page, invoice, or other billing terms presented to Subscriber at the time of purchase or renewal (collectively, the “Fees”). Unless otherwise stated in writing by Company, Fees are billed in advance on a recurring subscription basis and will automatically renew at the end of each applicable billing cycle until cancelled in accordance with this Agreement.

   By providing a payment method, Subscriber authorizes Company and its third-party payment processor to automatically charge Subscriber’s designated payment method for all Fees when due, including recurring subscription Fees, renewal Fees, applicable taxes, and any other charges incurred in connection with Subscriber’s account. Subscriber is responsible for maintaining accurate, complete, and current billing and payment information at all times. Company shall not be responsible for any suspension, termination, loss of access, or loss of functionality resulting from an expired, invalid, declined, cancelled, or otherwise unavailable payment method.

   If any payment is declined, reversed, disputed, subject to chargeback, or otherwise not received when due, Company may, without limiting any other rights or remedies, immediately suspend or terminate Subscriber’s access to the Service, downgrade or disable account functionality, or refuse to process future orders or renewals. Company is not required to provide continued access to the Service during any period of non-payment, failed payment, chargeback, payment dispute, or billing irregularity.

   Subscriber shall not initiate any chargeback, payment reversal, or payment dispute except in cases of unauthorized or fraudulent charges. If Subscriber initiates a chargeback, payment reversal, or payment dispute for Fees that were authorized, due, or non-refundable under this Agreement, Company may immediately suspend or terminate Subscriber’s account and Subscriber shall remain responsible for the disputed amount, any unpaid Fees, any chargeback fees, payment processor fees, collection costs, and reasonable attorneys’ fees incurred by Company in connection with the disputed payment.

   Except as expressly stated in this Agreement or required by applicable law, all Fees are final, non-cancellable, and non-refundable once paid. Subscriber may cancel its subscription at any time through the account settings or other cancellation method made available by Company; however, cancellation will be effective only at the end of the then-current billing cycle. Subscriber will not receive any refund, credit, or proration for any unused portion of the current billing cycle, and Subscriber will remain responsible for all Fees incurred before the effective date of cancellation.

3. Taxes.Fees are exclusive of all taxes, levies, duties, assessments, governmental charges, and similar charges, including sales, use, excise, VAT, GST, transaction, gross receipts, withholding, and similar taxes, unless Company expressly states otherwise in writing. Subscriber is solely responsible for all such taxes and charges arising from or relating to Subscriber’s subscription to or use of the Service, other than taxes based solely on Company’s net income. If Company is required to collect or remit any such taxes, Company may charge them to Subscriber’s payment method or invoice Subscriber for such amounts, and Subscriber shall pay them in accordance with this Agreement.

5. Professional Advice Disclaimer, AI Content Warning & Prohibited Uses

1. No Professional Services. Company provides software only. Company does not provide human review, consulting, legal review, medical review, FDA/regulatory review, onboarding, implementation, or custom drafting. Company is not a law firm, medical provider, FDA/regulatory consultant, patent attorney, tax advisor, investment advisor, accountant, or other licensed professional. No attorney-client, physician-patient, consultant-client, fiduciary, advisory, or professional relationship is created.
2. Required Professional Review.Users must consult qualified professionals before relying on any output. Subscriber is strictly prohibited from using outputs directly in court filings, regulatory submissions, FDA submissions, patient care, clinical decisions, patent opinions, investor materials, securities offerings, or signed legal documents unless reviewed and approved by a qualified professional. Legal documents generated by the Service may not be enforceable, complete, jurisdiction-specific, or suitable for Subscriber’s facts without attorney review. Patent-related outputs are not freedom-to-operate opinions, patentability opinions, validity opinions, infringement opinions, or legal opinions.
3. AI Output Disclaimers. Outputs generated by the Service is AI-assisted and/or software-generated. THESE OUTPUTS MAY BE INACCURATE, INCOMPLETE, OUTDATED, BIASED, HALLUCINATED, MISLEADING, OR UNSUITABLE FOR SUBSCRIBER’S PURPOSE. Subscriber is solely responsible for reviewing, validating, editing, and independently verifying all outputs before use. Subscriber may not remove embedded disclaimers from generated outputs. Subscriber is strictly prohibited from representing that Company has reviewed, approved, certified, endorsed, or professionally validated any document, medical device, product, submission, company, or business decision.
4. High-Risk Uses. Subscriber may not use the Service for personal medical, legal, financial, investment, emergency, or other high-risk purposes. Subscriber may not use the Service to diagnose, treat, prevent, mitigate, monitor, or manage any disease or medical condition, or as a substitute for licensed medical care.
5. Beta, Trial, and Experimental Features. Subscriber acknowledges that the Service may include Beta Features. Beta Features are provided for evaluation, testing, feedback, and limited use only and may be incomplete, inaccurate, unavailable, unstable, insecure, unsupported, or subject to change. Company may modify, limit, suspend, discontinue, withdraw, or never commercially release any Beta Feature at any time without liability. Company makes no representation that any Beta Feature will function as intended, remain available, become part of the generally available Service, or be supported in the future. Subscriber uses all Beta Features at Subscriber’s sole risk.
6. No Government, Agency, FDA, Patent, Legal, or Professional Approval. Subscriber shall not state, suggest, imply, or permit any third party to believe that Company, the Service, or any output has been approved, cleared, accepted, endorsed, certified, validated, or reviewed by the FDA, USPTO, any governmental authority, any court, any professional licensing body, any medical professional, any attorney, or any regulatory consultant. Subscriber is solely responsible for obtaining all independent professional review, testing, validation, regulatory review, legal review, patent review, quality-system review, and other approvals required for Subscriber’s intended use.

6. Data Restrictions and Uploads

1. Prohibited Data. Subscriber is strictly prohibited from uploading Protected Health Information (PHI), patient records, patient names, medical record numbers, diagnostic records, clinical images, or patient-specific health data. Company is not intended to receive, store, process, or transmit PHI, and will not sign a Business Associate Agreement (BAA). Subscriber must not use the Service in a manner that would make Company a business associate under HIPAA. The Service employs technical measures, including file-extension restrictions, designed to prevent the upload of PHI file types; however, such measures do not relieve Subscriber of its obligations under this Section, and Subscriber remains solely responsible and liable for any PHI or other prohibited data uploaded, submitted, or transmitted by Subscriber or any Authorized User by any means.
2. Sensitive Information. Subscriber shall not upload, submit, process, or transmit through the Service any Protected Health Information, patient-specific health information, classified information, illegal content, malware, infringing content, export-controlled technical data, ITAR-controlled data, restricted defense articles or services information, sanctions-restricted information, government-controlled information, payment card data, financial account data, biometric data, social security numbers, or other highly sensitive or regulated data, unless Company has expressly agreed in writing and Subscriber has obtained all legal rights, permissions, authorizations, consents, licenses, and approvals required for such use. If Subscriber uploads confidential business information, technical specifications, product designs, investor materials, contracts, patent materials, research data, supplier information, or other sensitive information, Subscriber does so entirely at its own risk and subject to its own confidentiality, regulatory, security, export-control, and legal obligations. Company reserves the right to remove content, suspend accounts, terminate access, or take other remedial action if Company determines, in its sole discretion, that Subscriber has uploaded prohibited data or created legal, regulatory, operational, reputational, or security risk.
3. Representations. Subscriber represents and warrants that it has all rights, permissions, consents, and legal authority required to upload and process its content, and is solely responsible for the accuracy, legality, quality, and completeness of its inputs.

7. Access, Storage, and Support

1. Service.Subscriber shall acquire, install, operate, and maintain at Subscriber’s expense all communications lines, equipment, software, services, and related technology necessary to receive, access, and use the Service.
2. Storage and Third-Party Providers. Subscriber acknowledges that Subscriber Data and generated outputs may be processed, transmitted, stored, displayed, or made available through third-party databases, document vaults, hosting providers, AI systems, infrastructure providers, and other Third-Party Services used to provide and secure the Service. Company does not routinely review Subscriber content; however, Company and its service providers may access, process, preserve, disclose, remove, restrict, or review Subscriber Data to the extent Company determines reasonably necessary to provide, maintain, secure, troubleshoot, improve the operation of, enforce terms governing, comply with law relating to, or prevent harm arising from the Service. Subscriber is solely responsible for maintaining its own copies of Subscriber Data and for exporting any desired content before cancellation, expiration, suspension, or termination of the Service.
3. Third-Party Data Sources. The Service may utilize open/public databases (such as FDA open databases and USPTO). Company disclaims all responsibility for the accuracy, completeness, availability, timeliness, interpretation, or continued availability of third-party databases, public data, third-party AI systems, or other external data sources.
4. Uptime and Support. The Service relies on third-party AI platforms and infrastructure. Company does not promise a specific uptime percentage and does not have a public status page. Company will attempt to provide 48 hours advance notice for scheduled maintenance, but may perform emergency maintenance without notice. Support is provided via AI Chat Tool and email; response times are non-binding targets. Support expressly excludes professional advice, legal review, medical review, regulatory review, patent review, custom drafting, Subscriber system issues, and third-party platform issues.
5. Third-Party Services.The Service may rely on, interoperate with, or incorporate Third-Party Services. Company does not control Third-Party Services and shall not be liable for any delay, outage, suspension, discontinuation, error, data limitation, rate limit, model limitation, API change, pricing change, provider restriction, loss of access, data-source inaccuracy, or other act or omission of any third-party provider. Company may add, remove, replace, suspend, or modify Third-Party Services at any time without liability. Subscriber’s use of Third-Party Services may be subject to additional third-party terms, policies, limitations, and fees.
6. Security Disclaimer. Company will use commercially reasonable efforts designed to protect the Service, but Subscriber acknowledges that no software, platform, network, database, AI system, transmission, storage system, or security measure is completely secure, error-free, uninterrupted, or immune from unauthorized access, cyberattack, loss, corruption, compromise, or failure. Company does not warrant or guarantee that the Service, Subscriber Data, Third-Party Services, public databases, or any transmission or storage of information will be completely secure, uninterrupted, confidential, available, or free from loss, alteration, destruction, unauthorized access, or disclosure.

8. Copyright Protection; Use Restrictions; Subscriber License Grant

1. Company IP.Subscriber agrees that the Service and all parts thereof, including the platform, software, prompts, workflows, templates, algorithms, report structures, know-how, interfaces, documentation, branding, product logic, and all related intellectual property, are the property of Company or Company’s Licensor. Other than as expressly set forth in this Agreement, no license or other rights in the pre-existing intellectual property rights to the Service are granted to Subscriber, and all such rights are hereby expressly reserved.
2. Subscriber Data. Subscriber retains ownership of the inputs provided and the outputs generated, subject to the disclaimers and restrictions herein. Company does not use Subscriber inputs or outputs to improve the platform or train its own models, and third-party AI providers are not permitted to use Subscriber inputs or outputs to train their models.
3. Non-Exclusive Outputs. Subscriber acknowledges that general AI outputs, public-data summaries, common templates, report formats, structures, and standard language are non-exclusive, and similar or identical outputs may be generated for other users.
4. Feedback. Company will have the right to use, act upon, and freely exploit any suggestion, idea, enhancement request, feedback, recommendation, or other information provided by Subscriber, without compensation or obligation.
5. De-Identified Operational Data.Notwithstanding anything to the contrary, Company may collect and use technical, diagnostic, performance, usage, billing, security, and operational data relating to the Service, including log data, report-generation timing, error rates, feature usage, system performance, and aggregated or de-identified analytics, to operate, secure, maintain, troubleshoot, and improve the functionality and user experience of the Service; provided that Company will not use Subscriber inputs or outputs to train Company’s AI models or knowingly disclose Subscriber’s confidential content in an identifiable form except as permitted by this Agreement.

9. Warranties; Disclaimer

Each Party warrants and represents that it has the authority to execute, deliver, and perform its obligations under this Agreement. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE SERVICE(S), THE CONTENTS THEREIN, AND ANY ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS, AND COMPANY DOES NOT MAKE ANY AND HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, ERROR-FREE OPERATION, UNINTERRUPTED SERVICE, LEGAL SUFFICIENCY, MEDICAL ACCURACY, REGULATORY COMPLIANCE, FDA ACCEPTANCE, PATENT CLEARANCE, AND COMMERCIAL SUCCESS. COMPANY PROVIDES NO OUTCOME GUARANTY WHATSOEVER.

10. Indemnification

Subscriber, at its expense, will defend, indemnify, and hold Company, its affiliates, officers, directors, employees, and agents harmless from and against any and all third-party claims for damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorneys’ fees, finally awarded by a court of competent jurisdiction, against Company which relate to a claim, action, lawsuit, or proceeding made or brought against Company by a third party arising from: (a) Subscriber’s user content, inputs, or prohibited data (including PHI); (b) Subscriber’s misuse of outputs or reliance on outputs without professional review; (c) Subscriber’s violation of applicable law; (d) third-party IP claims related to Subscriber’s inputs; (e) Subscriber’s sharing of outputs with third parties; (f) Subscriber’s breach of acceptable-use restrictions; and (g) any misrepresentation by Subscriber of Company’s approval or review. Company provides no indemnity to Subscriber.

Company shall have the right, but not the obligation, to assume the exclusive defense and control of any matter subject to indemnification by Subscriber, at Subscriber’s expense, if Company determines that Subscriber’s defense may adversely affect Company or any Company Party. Subscriber shall not settle any claim in a manner that imposes any liability, admission, obligation, restriction, or payment obligation on Company or any Company Party without Company’s prior written consent.

11. Limitation of Liability

COMPANY AND ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AND LICENSORS (“COMPANY PARTIES”) WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO SUBSCRIBER, AUTHORIZED USERS, OR ANY THIRD PARTY, FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, LOST REVENUES, LOST BUSINESS OPPORTUNITY, LOST DATA, BUSINESS INTERRUPTION, REGULATORY REJECTION, FAILED FINANCING, FAILED PRODUCT LAUNCH, PROFESSIONAL NEGLIGENCE BY USERS, OR THIRD-PARTY RELIANCE ON OUTPUTS (COLLECTIVELY, THE “EXCLUDED DAMAGES”), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY.

IN NO EVENT WILL THE LIABILITY OF COMPANY PARTIES ARISING OUT OF ANY CLAIM RELATED TO THIS AGREEMENT EXCEED:

1. FOR INDIVIDUAL USERS: THE TOTAL FEES PAID BY SUBSCRIBER TO COMPANY DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR
2. FOR ENTERPRISE/TENANT USERS: THE TOTAL FEES PAID BY SUBSCRIBER TO COMPANY DURING THE TWO (2) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN COMPANY PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.

The limitations and exclusions in this Section apply to the fullest extent permitted by applicable law and regardless of whether the claim arises in contract, tort, negligence, strict liability, statute, equity, or otherwise. Subscriber acknowledges that the Fees reflect this allocation of risk and that Company would not provide the Service without the limitations of liability, warranty disclaimers, indemnities, and use restrictions set forth in this Agreement.

12. Term; Suspension; Termination

This Agreement shall be effective for the Term, unless terminated earlier in accordance with this Agreement. Subscriber may cancel its subscription at any time; however, cancellation will be effective only at the end of the then-current billing cycle, and all Fees are non-refundable after the 14-day trial period except as expressly required by applicable law.

Company may immediately suspend, restrict, downgrade, disable, or terminate Subscriber’s access to the Service, in whole or in part, without liability, if Company determines that: (a) Subscriber has failed to pay any Fees when due; (b) any payment is declined, reversed, disputed, charged back, or otherwise not received; (c) Subscriber has uploaded or attempted to upload PHI, prohibited data, regulated technical data, malware, infringing content, or other restricted materials; (d) Subscriber has violated this Agreement; (e) Subscriber’s use creates legal, regulatory, operational, reputational, security, or third-party provider risk; (f) Subscriber’s use is abusive, excessive, fraudulent, unlawful, or harmful; (g) Company is required or reasonably believes it is advisable to do so to comply with applicable law, court order, governmental request, or third-party provider requirement; or (h) continued access may harm Company, the Service, another subscriber, any third party, or any Third-Party Service.

Upon cancellation, expiration, suspension, or termination, Subscriber’s right to access and use the Service will cease, except to the extent Company expressly permits limited access for data export. Subscriber is solely responsible for exporting its content before cancellation, expiration, suspension, or termination. Company may retain, delete, restrict, or disable access to Subscriber Data in accordance with its retention practices, the Bollong.AI Customer Data Policy, the Privacy Policy, third-party provider functionality, and applicable law. Company shall have no obligation to preserve, restore, export, or provide access to Subscriber Data after termination except as expressly required by applicable law.

Subscriber may export and download its Subscriber Data at any time during the Term through the export functionality made available within the Service. Upon Subscriber’s request to close its account or workspace (other than a cancellation during the 14-day free trial period), Company will make available to Subscriber, through its off-boarding process and in accordance with the Bollong.AI Customer Data Policy, an archive of Subscriber Data associated with Subscriber’s workspace before permanent deletion occurs. Deletion will be scheduled following Subscriber’s confirmation and a grace period as described in the Customer Data Policy, during which the workspace is frozen and Subscriber is not billed. If Subscriber cancels during the 14-day free trial period, Subscriber’s workspace and all content therein will be deleted immediately without the off-boarding process, and Subscriber is solely responsible for exporting any desired content before such cancellation. Following permanent deletion, Company retains only (a) billing and invoicing records required by applicable law, and (b) an audit trail of the closure and deletion process; account credentials may be retained unless Subscriber requests deletion of its account. For workspaces with multiple Authorized Users, closure may be initiated only by an account owner. Nothing in this Section obligates Company to retain Subscriber Data beyond the periods described in the Customer Data Policy.

13. Confidentiality

Subscriber and Company understand and agree that in the performance of this Agreement each Party may have access to private or Confidential Information of the other Party. Each Party shall hold such Confidential Information in confidence and not, without the consent of the other, disclose it to a third party or use it for any purpose other than in performance of this Agreement. The receiving Party will use at least the same degree of care it would use to protect its own Confidential Information of like importance, but in any case with no less than a reasonable degree of care. This obligation of confidentiality shall not apply to information that is: (i) generally available to the public, (ii) becomes known to the receiving Party through a third party with no obligation of confidentiality, (iii) was in the receiving Party’s possession before receipt, (iv) is independently developed, or (v) is required to be disclosed by law.

14. Miscellaneous

1. Privacy Policy.Subscriber’s use of the Service is also governed by the Bollong.AI Privacy Policy, which is incorporated by reference. The Privacy Policy governs personal information, while this Agreement governs subscription access, acceptable use, AI outputs, disclaimers, IP, and liability.
2. Amendment.Company reserves the right to amend, modify, supplement, replace, or update this Agreement, the Privacy Policy, any posted policies, and any Service-related terms at any time, in Company’s sole discretion. Company may provide notice of such changes by posting the updated terms on its website, within the Service, through the Subscriber’s account, by email, or by any other commercially reasonable method. Unless a later effective date is stated in the updated terms, all updates will become effective upon posting or other notice. Subscriber is responsible for reviewing this Agreement and any applicable Service terms periodically. Subscriber’s continued access to or use of the Service after any updated terms become effective constitutes Subscriber’s binding acceptance of the updated terms. If Subscriber does not agree to the updated terms, Subscriber’s sole and exclusive remedy is to stop using the Service and cancel its subscription in accordance with this Agreement. No amendment or update will entitle Subscriber to any refund, credit, proration, or other payment adjustment except as expressly required by applicable law.

   For clarity, Company may modify the features, functionality, interfaces, workflows, AI tools, third-party integrations, usage limits, technical requirements, support channels, security practices, and operational procedures of the Service from time to time without liability, provided that such modifications are applied in accordance with this Agreement.

3. Assignment. This Agreement is not transferable, assignable, delegable, or sublicenseable by Subscriber in whole or in part, without the prior written permission of Company.
4. Survival. Any and all provisions, promises, and warranties contained herein, which by their nature or effect are required or intended to be observed, kept, or performed after termination or expiration of this Agreement, will survive the termination or expiration of this Agreement, including but not limited to IP ownership, confidentiality, warranty disclaimers, limitation of liability, indemnity, dispute resolution, data restrictions, and professional-advice disclaimers.
5. Independent Contractor. Company is acting in performance of this Agreement as an independent contractor.
6. Severability. If any provision or portion thereof of this Agreement or its application in a particular circumstance is held to be invalid or unenforceable to any extent in any jurisdiction, such provision or portion thereof will, as to such jurisdiction only, be ineffective to the extent of such unenforceability, all other provisions and portions thereof of this Agreement will not be affected thereby and will be valid and enforced to the fullest extent permitted by law.
7. Choice of Law; Venue for Court Proceedings. This Agreement, and any dispute, claim, or controversy arising out of or relating to this Agreement or the Service, shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to conflict-of-law principles. Subject to the arbitration provision below, the state and federal courts located in Maricopa County, Arizona shall have exclusive jurisdiction and venue over any court proceeding arising out of or relating to this Agreement, including proceedings to compel arbitration, confirm or vacate an arbitration award, seek injunctive or equitable relief, or address claims not subject to arbitration.
8. Arbitration and Jury Waiver. Except for claims for injunctive or equitable relief, claims related to unauthorized use of Company IP, or claims that may not legally be subject to arbitration, any dispute, claim, or controversy arising out of or relating to this Agreement, the Service, or the breach, termination, enforcement, interpretation, or validity of this Agreement shall be resolved by binding arbitration in Maricopa County, Arizona. The arbitrator shall have authority to award any relief available in court, subject to the limitations, exclusions, and disclaimers in this Agreement. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL TO THE FULLEST EXTENT PERMITTED BY LAW.
9. Claim Limitation. ANY CAUSE OF ACTION OR CLAIM SUBSCRIBER MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE MUST BE COMMENCED WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
10. Class Action Waiver.To the fullest extent permitted by applicable law, each Party agrees that any dispute, claim, or controversy shall be brought only in such Party’s individual capacity and not as a plaintiff, class member, representative, or private attorney general in any purported class, collective, consolidated, or representative proceeding. The arbitrator shall not have authority to consolidate claims or conduct any class, collective, consolidated, or representative proceeding.
11. Injunctive Relief. Subscriber acknowledges that any breach or threatened breach of the provisions relating to Company IP, confidentiality, restrictions on use, reverse engineering, scraping, prompt extraction, misuse of outputs, unauthorized access, or prohibited data may cause Company irreparable harm for which monetary damages may be inadequate. Company shall be entitled to seek temporary, preliminary, and permanent injunctive relief, specific performance, and other equitable relief, without the necessity of posting bond or proving actual damages, in addition to any other rights or remedies available at law or in equity.
12. Force Majeure. Any failure or delay by Company in the performance of its obligations pursuant to this Agreement will not be deemed a default or breach of the Agreement or a ground for termination to the extent such failure or delay is due to causes beyond the reasonable control of Company.
13. No Waiver. No failure or delay by Company in exercising any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, and no single or partial exercise of any right, remedy, power, or privilege shall preclude any other or further exercise thereof.
14. Interpretation.Headings are for convenience only and shall not affect interpretation. The words “including,” “includes,” and similar terms shall be deemed to be followed by “without limitation.” This Agreement shall be interpreted without regard to any presumption or rule requiring construction against the party that drafted the Agreement.
15. Entire Agreement.This Agreement contains the final and entire agreement of the parties and supersedes all previous and contemporaneous verbal or written negotiations, understandings, or agreements regarding the Agreement’s subject matter.