Terms and Conditions

1. Introduction

Welcome to Contesimal, LLC (“Contesimal,” “we,” “our,” “us”). By accessing or using our web application (“Service”) located at https://app.contesimal.ai and https://contesimal.ai, you (“Customer,” “You,” “Your”) agree to comply with and be bound by these Terms of Service (“Terms”). By accessing or using the Services, Customer agrees to be bound by this Agreement.

If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.

2. Effective Date

The “Effective Date” of this Agreement shall be the date specified in the SaaS Services Agreement signature block, or, if earlier, the date Customer first accesses or uses any portion of the Services pursuant to an Order Form referencing this Agreement.

3. Description of Services

3.1 Our Service enables users to upload and manage company documents, using AI and web-based search tools to generate insights and complete tasks from research involving Customer data. We leverage multiple third-party AI and search services to enhance data discovery and insights. Certain features of the Service are usage-based and may consume Credits as described in Section 9. The Service provides tools and capabilities only and does not guarantee the accuracy, completeness, or suitability of any insights, Outputs, or results generated through use of the Service.

3.2 This Agreement expressly excludes any document scanning, digitization, imaging, optical character recognition (OCR), physical document handling, or related scanning projects or services of any kind (“Scanning Services”). Contesimal shall have no responsibility or liability for any Scanning Services unless expressly agreed to in a separate written agreement signed by both parties.

3.3 Except as expressly stated in a Statement of Work, Contesimal does not provide legal, editorial, compliance, consulting, or professional advisory services.

3.4 The features and functionality of the Service may evolve over time as described in Section 16.

3.5. “User Content” means any text, comments, posts, messages, documents, images, videos, audio, files, profile information, AI prompts, or other content that a user submits, uploads, shares, publishes, or otherwise makes available through the Services.

4. Modifications

Contesimal may periodically revise this Agreement. Unless specified otherwise by Contesimal, changes will take effect for You upon the renewal of the current Subscription Term or upon entering a new Subscription Term after the updated version of this Agreement becomes effective. Contesimal will make reasonable efforts to inform You of the changes through communications via Your Account, email, or other methods.

5. User Responsibilities

5.1 Your Account. You may need to register for an Account to place orders or access or receive the Services.

5.2  Account Information. You agree to keep Your Account information current, accurate, and complete so that Contesimal may send notices, statements, and other information to You via email or through Your Account, which notifications will be subject to this Agreement and the Privacy Notice.

5.3  Login Credentials. You will be responsible for maintaining the confidentiality of User login information and credentials for accessing the Services and will notify Contesimal promptly of any loss, misuse, or unauthorized disclosure of such login information and/or credentials of which You become aware. Contesimal and its Affiliates will not be liable for any damage or loss that may result from Your breach of the foregoing obligations.

5.4 Applicable Laws and Regulations. You ensure that your use of the Service complies with all applicable laws and regulations.

5.5  Illegal Content. You must not upload illegal User Content, including but not limited to copyrighted material without permission, and must not engage in any unlawful activities. Inquiries should be directed to Company’s customer support department.

5.6 Content Moderation and Removal. We reserve the right, but have no obligation, to review, monitor, moderate, remove, disable access to, restrict the visibility of, or refuse to publish any User Content at any time, with or without notice, if we determine, in our sole discretion, that such content violates these Terms, infringes the rights of any person or entity, is unlawful, fraudulent, misleading, defamatory, harassing, hateful, obscene, or otherwise objectionable, or may expose CM Legal, our users, or any third party to harm or liability. We may also suspend or terminate the accounts of users who repeatedly violate these Terms or whose conduct threatens the safety, security, integrity, or operation of the Services.  We may take such action immediately and without prior notice where we reasonably believe it is necessary to protect the Services, comply with legal obligations, safeguard the rights or safety of any person, or maintain the security or integrity of the platform.

5.7  No Duty to Monitor. We are not responsible for User Content and undertake no obligation to monitor, screen, or review User Content before or after it is posted. Our exercise of any moderation or enforcement rights does not create any duty to continue doing so or any liability for content we do not remove.

6. Privacy and Data Security

6.1 Document Uploads. You have the legal right to upload documents to Contesimal in relation to generating insights and commercial content deliverables.

6.2 Uploaded documents and the resulting processed taxonomy shall be securely stored in a thoroughly safeguarded cloud environment. Unless otherwise explicitly outlined in an alternate enterprise-level agreement, your documents and the related information generated from them shall be kept on a carefully partitioned shared server and only be accessed through approved organizational accounts in the manner selected by the document uploader.

6.3 Data Export and Retention. We accept the download and storage of Your documents as they are uploaded to the system. Once uploaded and verified, we use a commercially secure API implementation of a reputable AI to generate a categorical taxonomy of the documents which will be available for future downloads (“Downloadable Data”). “Downloadable Data” means only such data elements as Contesimal expressly makes available for export through the Service user interface or as otherwise agreed in writing.

Upon termination or expiration of this Agreement for any reason, Your access to the Services, Software, Mobile Apps, APIs, and other Contesimal features will terminate. We strongly recommends that You export all of Your Downloadable Data before You close Your Account. Contesimal will make Your Downloadable Data available for export for fourteen (14) days from the effective date of the closure of Your Account.

Beyond such Data Export Period, we reserve the right, but has no obligation, to retain Your data for up to three (3) months before deleting all Your Data in the normal course of operation except as necessary to comply with legal obligations, maintain accurate financial and other records, resolve disputes, and enforce its agreements. Your Data cannot be recovered once it is deleted.

6.4 Google Workspace API Data. The use of raw or derived user data received from Google Workspace APIs will adhere to the Google User Data Policy, including the Limited Use requirements.

6.5 Your Responsibility. You are solely responsible for your uploaded documents and all of the resulting Data, and all uses of your Data that occur through your account or any actions taken by your employees, admins, consultants, and agents. Access credentials are for use only by you and by your authorized users and may not be sold, transferred, shared, or sublicensed.

6.6 External Security Breach. In the event of an accidental, unauthorized or unlawful destruction, loss, alteration, disclosure of, or access to, personal data (a “Security Breach”) perpetrated by anyone other than your employees, contractors or agents, Contesimal will: (a) initiate remedial actions in compliance with Applicable Law and consistent with industry standards; and (b) as required by Applicable Law, notify you of the Security Breach, its nature and scope, the remedial actions Contesimal will undertake, and the timeline within which Contesimal expects to remedy the Security Breach.

6.7 Internal Security Breach. In the event of a Security Breach perpetrated by your affiliate, employee, contractor or agent, or due to your failure to maintain your systems, network or Data in a secure manner, you shall have sole responsibility for initiating remedial actions and you shall notify Contesimal immediately of the Security Breach and steps you will take to remedy such breach.

6.8 Breach Notifications. In the event that either party is required to notify individuals impacted by the Security Breach or regulatory agencies, the notifying party will provide the other party with an opportunity to review and approve the notification for accuracy prior to it being delivered, such approval not to be unreasonably withheld.

6.9 Privacy and Security Safeguards. Contesimal shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the Service and the security of your Data. Contesimal shall not (a) disclose your Data for any purpose other than to provide the Service except as compelled by Applicable Law or as you expressly authorize in writing, or (b) access your Data except to provide the Service and prevent or address service or technical problems.

6.10 Use of Your Data. As between the parties, You and its licensors retain all right, title, and interest in and to Your Data. Subject to the terms of this Agreement, You hereby grant to Contesimal and its Affiliates a non-exclusive, worldwide, royalty-free right to process Your Data solely to the extent necessary to provide, maintain, and improve the Contesimal Technology and perform all related obligations owed to You under this Agreement, or as may be required by law. For purposes of Applicable Data Protection Laws, Customer is the data controller and Contesimal is a data processor with respect to Customer Data processed in connection with the Services.

6.11 Please refer to our Privacy Policy for information on how we collect, use and disclose information from our users. You acknowledge and agree that your use of the Services is subject to our Privacy Policy.

7. Artificial Intelligence (AI) Output and Accuracy

7.1 Inputs and Outputs. You may submit Your Data (including prompts, queries, files, or other content) to the Service’s artificial intelligence features (the “AI Features”) (“Inputs”) and receive results generated by or through the AI Features (“Outputs”). Outputs may be generated probabilistically, may be inaccurate or incomplete, and may include or reflect information from third-party sources.

7.2 Authorization to Process; Third-Party Providers. You instruct and authorize Contesimal to process Inputs and Outputs solely (a) to provide, secure, and maintain the Service and AI Features, (b) to comply with Applicable Law, and (c) as otherwise permitted under this Agreement. You acknowledge that Contesimal may use third-party service providers (including AI model providers and search providers) to process Inputs and generate Outputs.

7.3 Ownership. As between the parties, You retain all right, title, and interest in and to Inputs and Outputs, and Outputs are deemed Your Data. Contesimal retains all right, title, and interest in and to the Service, the AI Features, and all related technology, models, and improvements, excluding Your Data.

7.4 No Training on Customer Content. Contesimal will not use Your Inputs or Outputs to train or fine-tune any generally available machine learning or artificial intelligence models.

7.5 Similarity of Outputs. You acknowledge that Outputs may be similar or identical to outputs generated for other customers due to the nature of machine learning systems. Contesimal will not intentionally use Your Confidential Information to generate outputs for other customers.

7.6 Customer Responsibilities; Verification; No Reliance. You are responsible for (a) the legality of Inputs, (b) ensuring you have all rights, permissions, and consents necessary to provide Inputs, and (c) evaluating Outputs for accuracy, appropriateness, and compliance with Applicable Law before use. YOU ACKNOWLEDGE THAT OUTPUTS ARE PROVIDED “AS IS” AND MAY BE INCORRECT.

7.7 Third-Party Rights; No Output IP Warranty. Due to the nature of the AI Features, Contesimal does not represent or warrant that any Output (a) will be unique, (b) will not incorporate or reflect third-party content or materials, or (c) will not infringe or misappropriate any third-party intellectual property or other rights. Contesimal does not provide any indemnity with respect to claims arising from or related to Outputs.

7.8 Applicability of Disclaimers and Limitations. The warranty disclaimers and limitations of liability in this Agreement apply to the AI Features and all Outputs.

8. Subscription and User Accounts

8.1 Account Ownership. You acknowledge that you retain administrative control as to who is granted access to your account with the Service. Each account is controlled by an Account Owner tied to a specific email address and may also have one or more admins and/or billing admins. Subscription fees are primarily based on licensed user seats and include a defined allocation of monthly Credits per seat.

8.2 Suspension. Contesimal may suspend Customer’s access to the Services on the following grounds: (i) late payment/non-payment of undisputed Fees; (ii) non-renewal of the Services by Customer; (iii) Customer’s or its Users’ breach of Section 11 (Use Restrictions); (iv) aggregate AI-related compute costs that exceed fifty percent (50%) of the total subscription fees for the applicable billing period; and (v) in the event suspension is deemed necessary to prevent or address a security incident or other harm. Contesimal will notify Customer of any such suspension and will use diligent efforts to limit the suspension to affected Users where commercially feasible.

8.3 Refunds. Either Party may terminate the Subscription for cause (a) upon written notice of a material breach if such breach remains uncured after thirty (30) days from the date of receipt of such notice; or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency.

We want you to be completely satisfied with our Services. If there is a problem with the delivery of your Subscription Services or you believe there has been an error in billing, please contact our Customer Service Department by email or through our customer support center (https://contesimal.freshdesk.com/support/home). All subscription refund requests must be made within 7 days of purchase.

NO SUBSCRIPTION REFUNDS EXCEPT FOR YOUR TERMINATION RIGHTS UNDER THE TERMS OUTLINED IN THIS SECTION. NO REFUNDS OR CREDITS FOR SUBSCRIPTION FEES WILL BE PROVIDED IF YOU TERMINATE OR CANCEL YOUR SUBSCRIPTION TO A SERVICE PRIOR TO THE END OF A SUBSCRIPTION TERM.

For the avoidance of doubt, all Credits – including subscription Credits, rollover Credits, and Purchased Credits – are non-refundable once issued, whether or not they are used prior to expiration. Contesimal NEVER offers refunds for document processing – once Your documents have been uploaded and processed, those services are considered complete and all related charges are non-refundable.

8.4 Pricing Adjustments. We may offer you certain discounts if you make an annualized prepayment of your month-to-month subscription. Contesimal may at any time, upon notice of at least 60 days, change the price of your subscription or any part thereof, or institute new charges or fees. If you do not agree to any such price changes, then your sole remedy is to cancel your subscription prior to the commencement of the renewal subscription period for which the price change applies.

8.5 Payment Disputes. Contesimal will not exercise its rights for Late Payments, Suspension of Service, or Termination for Cause with respect to non-payment by You if You are disputing the applicable charges reasonably and in good faith and cooperating diligently to resolve the dispute. If the parties are unable to resolve such a dispute within thirty (30) days, Contesimal will have the right to seek any remedies it may have under this Agreement, at law or in equity.

8.6 Free Trial Customers. Free trials will provide a limited amount of credits that may vary from available paid plans. Upon the expiration of Customer’s free trial, Contesimal may immediately suspend Customer’s access to the free trial Services. Customer must export Downloadable Data within 14 days of the end of the free trial or Downloadable Data may be permanently deleted.

8.7 Fees and Taxes. All fees are exclusive of all taxes or duties imposed by governing authorities. You are solely responsible for payment of all such taxes or duties.

8.8 Use of Third Parties for Payment Processing. Contesimal may use a third-party service to manage payment processing. You must notify Contesimal of any change in Your payment account information, either by updating Your Account or by e-mailing Contesimal at support@contesimal.ai.

9. Credits and Usage-Based Features

9.1 Certain features of the Service operate on a credit-based usage model (“Credits”). Credits represent a unit of measure used to access or consume specific AI-powered services, features, or actions within the Service, including document processing, AI queries, content generation, and other usage-based operations. Credits may be granted: (1) as part of a subscription plan allocation tied to licensed user seats; (2) as one-time purchased credit packages; or (3) as promotional or administrative grants at Contesimal’s discretion.

9.2 Credit Consumption Rules. Credits are consumed on a first-in, first-out basis according to their applicable expiration dates. Subscription credits are consumed before rollover credits, and rollover credits are consumed before purchased credits, unless otherwise specified by Contesimal in writing. Credit consumption is automatic and occurs at the time a billable service action is initiated or completed. Once consumed, Credits are non-refundable and non-reversible.

9.3 Credit Rollover. Unused subscription Credits may roll over into the next billing cycle only if the applicable subscription plan explicitly permits rollover. Rolled-over Credits: (a) are subject to a maximum rollover cap defined by the subscription plan; (b) expire one (1) billing cycle after rollover; and (c) may not be rolled over again. Purchased Credits are not eligible for rollover.

9.4 Purchased Credits. Customer may purchase additional Credits separately from its subscription plan (“Purchased Credits”). Purchased Credits: (a) are non-refundable once issued; (b) are consumable immediately upon issuance; (c) expire no later than twelve (12) months from the purchase date unless otherwise stated in writing; and (d) are independent of subscription seat allocations.

9.5 Credit Expiration. All Credits are subject to expiration. Expired Credits have no value, may not be redeemed, reinstated, refunded, or exchanged, and will be automatically removed from Customer’s account balance.

9.6 No Monetary Value. Credits are not legal tender, do not represent stored value, are not a bank account or digital wallet, and have no cash value. Credits may not be transferred, resold, or exchanged outside the Service.

9.7 Founding Customer Credit Grant. From time to time, Contesimal may offer certain eligible customers a one-time promotional credit grant designated as a “Founding Customer Credit Grant” (the “Grant”). The Grant, if offered, will consist of a specified number of Credits issued to Customer’s account in addition to any Credits included with Customer’s subscription plan. Credits issued under the Grant: (a) are promotional in nature and provided at no additional charge; (b) have no cash value and may not be transferred, sold, sublicensed, or exchanged; (c) are non-refundable once issued, whether or not used; and (d) expire twelve (12) months from the date of issuance unless otherwise stated in writing.

10. Intellectual Property

10.1 Contesimal Rights. As between the parties, Contesimal owns and shall retain all right, title and interest in and to (a) the Software, Service, and Related Applications including all intellectual property rights therein, and (b) all operational and performance data related to your use of the Software, Service, and Related Applications (collectively, “Performance Data”).

10.2 Your Rights. You retain all right, title and ownership interest in and to your Data. Contesimal has no right, title or interest in any personally identifiable information contained in or related to your Data. Notwithstanding anything to the contrary in this Agreement, Contesimal may collect and use any data that is gathered in or derived from the use of the Services (“Usage Data”) to develop, improve, support, and operate its products and services.

10.3 Feedback. To the extent you provide any suggestions, enhancement requests, recommendations, comments, or other feedback (“Feedback”) about the Service to Contesimal, the Feedback will not be considered confidential or proprietary, and Contesimal may use and include any such Feedback to improve the Service or for any other purpose.

10.4 Deliverables. Customer may use the Service to generate documents, content, summaries, or other materials through the use of Customer Inputs and AI Features (“Outputs”). As between the parties, Customer owns all Outputs, subject to the terms and limitations set forth in Section 7. Contesimal retains all right, title, and interest in and to the Service, AI Features, models, workflows, templates, prompts, and underlying technology used to generate such Outputs.

10.5 No Work for Hire. Except as expressly agreed in a separate written agreement executed by both parties, nothing in this Agreement shall be deemed to create a “work made for hire” relationship or to transfer ownership of any intellectual property from Contesimal to Customer.

10.6 Ownership of Outputs does not grant Customer any rights in the underlying AI models, training data, algorithms, or Service technology, nor does it affect the similarity of Outputs generated for other customers.

10.7 Other Services. Contesimal or other third parties may make available third-party products or services (“Third-Party Services”). These Third-Party Services are not licensed by Contesimal pursuant to this Agreement but are governed by the third-party’s terms and conditions and privacy policies. Contesimal does not warrant or support Third-Party Services, unless expressly provided otherwise.

10.8 Usage Rights. During the Term, Contesimal grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive right to access and use the Service and related documentation for your internal business use. You agree to use the Service only in compliance with all applicable local, state, national, and international laws, rules and regulations (“Applicable Law”).

11. Acceptable Use

11.1 Users must use the Service only for lawful purposes and in accordance with these Terms.

11.2 Prohibited activities include, but are not limited to, abusing the Service, spreading malware, and infringing on others’ rights.

11.3 Contesimal may implement reasonable rate limits, usage caps, or throttling mechanisms to protect the stability and security of the Service.

11.4 Cloud Services Limitations. Without limiting any restrictions on use of the Cloud Service in the Agreement, Customer will not and will not permit anyone else to:

• Use the AI Features or any Output to infringe any third-party rights
• Use the AI Features or any Output to develop, train or improve any AI or Machine Learning models (separate from authorized use of the Cloud Service under this Agreement)
• Represent any Output as being approved or vetted by Contesimal. Outputs are provided on an “as is” basis and are not reviewed or approved by Contesimal.
• Use the website and/or AI Features for automated decision-making that has legal or similarly significant effects on individuals, unless done with adequate human review and in compliance with Laws
• Use the website and/or AI Features for purposes or with effects that are discriminatory, harassing, harmful or unethical
• Use the Services for high-risk regulated activities (including medical diagnosis, legal advice, credit scoring, or employment decisions) without appropriate human oversight and compliance with Applicable Law

11.5 Any violation of this Section 11 constitutes a material breach of this Agreement and may result in suspension or termination of access to the Services.

12. Infrastructure Support

12.1 Contesimal shall provide you with basic support in connection with your use of the Service at no additional charge, and with upgraded support, if available, and purchased separately. Except as expressly set forth in a separate written service level agreement executed by the parties, Contesimal does not provide any service level commitments, uptime guarantees, or response time warranties.

12.2 Contesimal shall use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (i) planned downtime, (ii) any unavailability caused by circumstances beyond Contesimal’s or its subcontractors’ reasonable control, including acts of God, government, floods, fires, earthquakes, pandemics, civil unrest, acts of terror, strikes, internet service failures or delays, or denial of service attacks. Contesimal’s hours for basic support are 8:00 a.m. to 6:00 p.m., Pacific Time, on weekdays, in the English language.

12.3 Currently, Contesimal primarily offers its Service in English due to the continuous updates, the wide range of languages globally, and the extensive localizations needed. Limited adaptations for major languages are made at our discretion.

13. Limitation of Liabilities and Warranties

13.1 Limited Warranty. Contesimal represents, warrants, and covenants that the Service will perform substantially in accordance with the documentation and specifications generally provided by Contesimal, and any professional services performed for you will be performed in a professional and workmanlike manner. CONTESIMAL SHALL HAVE NO LIABILITY FOR UNUSED, EXPIRED, OR FORFEITED CREDITS. Contesimal makes no representations or warranties regarding the accuracy, completeness, originality, or reliability of any Outputs generated through the AI Features, and Customer assumes all risk associated with the use of such Outputs.

13.2 DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE LIMITED WARRANTIES PROVIDED ABOVE, CONTESIMAL HEREBY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE, BETA SERVICE, SOFTWARE, DOCUMENTATION, DELIVERABLES AND OTHER MATERIALS AND/OR SERVICES. CONTESIMAL DOES NOT WARRANT THAT OPERATION OF THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.

13.3 LIMITATION OF LIABILITY. EXCEPT FOR (I) A PARTY’S VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (II) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, OR (III) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT, AND (B) THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER WITH RESPECT TO THIS AGREEMENT IS LIMITED, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, TO THE FEES COLLECTED BY OR PAYABLE TO CONTESIMAL FROM YOU IN THE TWELVE MONTHS PRECEDING THE EVENT FROM WHICH THE LIABILITY AROSE.

14. Termination

14.1 Either party may terminate this Agreement by written notice to the other party in the event that (i) such other party materially breaches this Agreement and does not cure such breach within thirty (30) days of such notice, or (ii) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

14.2 Effects of Termination on Credits. Upon termination or expiration of this Agreement for any reason, Customer’s right to access and use the Service and any associated Credits shall immediately cease. All unused Credits remaining in Customer’s account as of the effective date of termination, including subscription Credits, rollover Credits, purchased Credits, and any promotional Credits (including Founding Customer Credit Grants), shall immediately expire and have no further value.

14.3 Effect of Early Termination on Founding Customer Credit Grant. Founding Customer Credit Grants are promotional benefits conditioned on Customer’s continued compliance with the applicable Subscription Term. If this Agreement is terminated prior to the end of the Subscription Term for any reason other than Contesimal’s uncured material breach: (a) all Founding Customer Credit Grant Credits used prior to termination are non-refundable; (b) the value of such used Credits shall be deducted from any otherwise applicable refund of prepaid subscription fees; and (c) any unused Founding Customer Credit Grant Credits shall immediately expire upon termination.

14.4 PLEASE CAREFULLY REVIEW THE TERMS OF REFUNDING PRE-PAID SUBSCRIPTION AND DOCUMENT UPLOADING SERVICES IN SECTION 8.3 OF THIS AGREEMENT. THESE RULES WILL APPLY TO ALL TERMINATED ACCOUNTS.

15. Governing Law and Dispute

15.1 Arbitration Notice and Class Action Waiver. PLEASE READ THIS SECTION CAREFULLY. BY ENTERING INTO THIS AGREEMENT, YOU AND CONTESIMAL AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR THE RELATIONSHIP BETWEEN THE PARTIES SHALL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION, AND NOT IN A COURT OF LAW. YOU AND CONTESIMAL HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A LAWSUIT IN COURT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. THE PARTIES AGREE THAT ANY ARBITRATION OR LEGAL PROCEEDING SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY, AND NOT AS A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION.

15.2 Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the substantive laws of the State of Texas, United States, without regard to its conflict of laws principles, and the intellectual property laws of the United States of America. Any arbitration between the Parties shall be conducted by a single arbitrator, governed by JAMS pursuant to its Comprehensive Arbitration Rules & Procedures, and administered by JAMS. The arbitration proceeding will take place in Austin, TX, unless otherwise agreed.

15.3 A court of competent jurisdiction will have the authority to enter judgment on the arbitrator’s decision and award. The following claims are excluded from this Arbitration Agreement: (a) claims in small claims court; (b) claims to enforce or to prevent the actual or threatened violation of a party’s intellectual property rights; (c) claims for temporary relief in connection with an arbitrable controversy; and (d) claims that are non-arbitrable per the applicable federal statute.

15.4 For legal purposes, Contesimal LLC is registered at the address: Dobie Center, 2025 Guadalupe St., Suite 260, Austin, TX 78705.

16. Changes to the Terms

16.1 Contesimal may modify the Services, Software, and Service Plans from time to time, including by adding or removing features, functions, and entitlements; provided, however, that Contesimal will not materially decrease the overall functionality of the Services during Your Subscription Term, except where such modifications are required for data security reasons or to comply with applicable law.

16.2 Any such modifications shall not materially reduce the overall functionality of the Services during the then-current Subscription Term.

17. Confidentiality

17.1 Each party will protect the other’s Confidential Information from unauthorized use, access, or disclosure with at least reasonable care, similar to how it protects its own Confidential Information. Except as permitted by this Agreement, Contesimal may only use Your Confidential Information to fulfill its rights and obligations under this Agreement, and will disclose it only to employees, representatives, and agents who need to know it for these purposes and are bound to confidentiality; to comply with legal orders or subpoenas; or as required by law or regulation. The obligations under this Section shall survive termination or expiration of this Agreement.

18. Relationship of the Parties

18.1 The parties are independent contractors. This Agreement does not establish a partnership, franchise, joint venture, agency, fiduciary, or employment relationship among the parties.

19. Entire Agreement

19.1 This Agreement, together with the applicable Order Form and any Statement of Work, constitutes the entire agreement between the parties. In the event of a conflict, the following order of precedence shall apply: (1) the Order Form, (2) the Statement of Work, (3) this SaaS Services Agreement, and (4) the Privacy Policy solely with respect to privacy-related matters.