Terms of Service
Last Updated: July 7, 2026
These Terms of Service (these "Terms") are a binding legal agreement between Conscientia Labs LLC, a Wyoming limited liability company ("Company," "we," "us," or "our"), and the individual or entity that clicks to accept these Terms, accesses, uses, registers for, or subscribes to the Services ("Customer," "you," or "your"). If you accept these Terms or use the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you have full authority to bind that entity to these Terms, and in that case "Customer," "you," and "your" refer to that entity. These Terms govern your access to and use of the Services.
BY CLICKING "I AGREE," "ACCEPT," "CONTINUE," OR A SIMILAR BUTTON OR CHECKBOX, OR BY ACCESSING OR USING ANY PART OF THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.
Privacy Policy. Company complies with its privacy policy, available at https://conscientialabs.com/privacy-policy ("Privacy Policy"), in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.
1. Definitions
“Acceptable Use Rules” means the usage restrictions, prohibitions, and requirements set forth in these Terms and any supplemental acceptable use rules, documentation, or policies made available by Company from time to time.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting interests or the power to direct management.
“Authorized User” means an employee, contractor, or other individual whom Customer authorizes to access or use the Services under Customer's account or subscription.
“Customer Data” means all data, content, communications, files, prompts, instructions, text, audio, video, recordings, transcripts, documents, metadata, calendars, emails, attachments, and other materials submitted to, transmitted through, made available to, or processed by the Services by or on behalf of Customer or its Authorized Users, including any personal information contained therein.
“Documentation” means the usage guides, technical materials, onboarding materials, help content, and other written instructions or specifications made available by Company regarding the Services.
“Input” means any prompt, instruction, request, query, meeting content, source material, or other content provided to the Services.
“Order Form” means any ordering document, online subscription flow, statement of work, or other ordering instrument accepted by Company that identifies purchased Services, fees, usage limits, subscription term, or other commercial terms.
“Output” means any content, response, summary, transcript, recap, answer, draft, translation, workflow, outline, recommendation, plan, artifact, or other result generated by or returned from the Services in response to Input or Customer Data.
“Provider IP” means the Services, the Documentation, all software, interfaces, prompts, workflows, designs, logos, trade names, trademarks, know-how, service telemetry, usage data, all modifications, enhancements, refinements, adaptations, customizations, improvements, derivative works of the foregoing, and all intellectual property rights in and to the foregoing, but excluding Customer Data.
“Services” means the services provided by Company under these Terms that are detailed on Company’s website available at https://conscientialabs.com/terms-of-use , including Company's hosted AI meeting participant, assistant, administration portal, APIs, software, interfaces, integrations, features, models, tools, and related services and support offerings, including capabilities that may join meetings, process meeting content, generate recaps and transcripts, answer questions, pull up content, draft emails and status updates, organize priorities, assist with project management and business analysis, translate among participants, map workflows, and converse with Authorized Users regarding meeting content.
“Third-Party Services” means any products, services, software, websites, platforms, APIs, models, or infrastructure not owned or operated by Company, including communication platforms, calendar providers, cloud providers, payment processors, identity providers, and third-party LLM or AI providers.
2. Eligibility; Business Use
The Services are offered for business, professional, and organizational use. Customer may use the Services only if Customer is legally capable of entering into a binding contract and is not barred from using the Services under applicable law.
Customer represents and warrants that all registration information, account information, and billing information provided to Company is accurate, complete, and current and that Customer will promptly update such information as necessary.
Customer is responsible for ensuring that its use of the Services is lawful in each jurisdiction in which Customer accesses or uses the Services and that each Authorized User is legally permitted to use the Services.
Customer must be at least eighteen (18) years old, or the age of majority in its jurisdiction if higher, to register for or independently use the Services. If Customer permits any Authorized User below that age to use the Services, Customer is solely responsible for obtaining all required authorizations and for such user's compliance with these Terms.
3. The Services
Company may improve, modify, add to, suspend, limit, or discontinue any part of the Services at any time, including by changing available features, models, integrations, workflows, user interfaces, security controls, technical requirements, or support processes. Company will use commercially reasonable efforts to provide advance notice of material adverse changes when practicable, but Company is not obligated to maintain any specific feature or functionality.
Certain features may be identified as beta, pilot, preview, evaluation, or pre-release ("Beta Features"). Beta Features are optional, may be changed or discontinued at any time, may not be suitable for production use, may contain errors or interruptions, and are provided strictly "AS IS" and without any warranties or service commitments.
4. Accounts; Access; Clickwrap Acceptance
Access to the Services may require account creation, administrator invitation, organization provisioning, approval by Company, online self-service signup, or a combination of the foregoing. Company may make certain portions of the Services invitation-only or otherwise restrict self-service access in its discretion.
Customer is solely responsible for all activities occurring under its accounts and for all actions of its Authorized Users. Customer will keep all credentials, access links, tokens, passwords, and authentication methods confidential and secure and will notify Company promptly of any actual or suspected unauthorized access, credential compromise, or misuse. You shall use reasonable efforts to make all Authorized Users aware of these Terms as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions.
Customer administrators may manage organizational settings, provision and deprovision users, control roles and permissions, configure integrations, and otherwise act on behalf of Customer with respect to the Services. Customer is fully responsible for all administrator acts and omissions.
Company may implement clickwrap or click-through acceptance mechanisms for these Terms, updated Terms, end user license provisions, policy updates, or service-specific terms. Customer agrees that electronic acceptance by an Authorized User designated by Customer constitutes Customer's legally binding assent. Company may maintain records of acceptance, including date and time, IP address, user agent, user identifier, and version hash or equivalent identifier of the accepted Terms, and such records will be admissible to prove assent to the maximum extent permitted by law.
If Company publishes an updated version of these Terms, Company may require re-acceptance as a condition to continued access to the Services, and Customer agrees that Company may block access until such updated Terms are accepted.
5. Access Grant; Reservation of Rights
Subject to Customer's compliance with these Terms, any applicable Order Form, and payment of all fees, Company grants Customer, during the Term, a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for Customer's internal business purposes and strictly in accordance with the Documentation and these Terms.
Subject to the terms and conditions contained in these Terms, Company grants Customer a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for Customer's internal business purposes in connection with use of the Services.
No implied licenses are granted. Except for the limited rights expressly granted in these Terms, Company and its licensors reserve all rights, title, and interest in and to the Provider IP and all related intellectual property rights.
Customer acquires no ownership interest in the Services or any Company intellectual property by virtue of these Terms, any payment, or any access or use of the Services.
6. Restrictions; Acceptable Use
Customer will not, and will not permit, authorize, encourage, or assist any third party to: (a) sell, resell, sublicense, rent, lease, timeshare, distribute, or otherwise make the Services available to any third party except as expressly authorized by Company in writing; (b) copy, modify, adapt, translate, or create derivative works of the Services or Documentation; (c) reverse engineer, decompile, disassemble, decode, derive, or attempt to derive source code, object code, model weights, prompts, workflows, non-public APIs, algorithms, architecture, or trade secrets from the Services or any underlying models or systems, or otherwise attempt to derive or gain access to any source code, algorithm, model, model weights and parameters, or other underlying technology or component of the Services, in whole or in part; (d) use the Services to build, train, benchmark, calibrate, validate, fine-tune, or improve any model, service, or product that competes with Company or any of its licensors or suppliers; (e) scrape, harvest, crawl, index, mine, or systematically extract data, Output, or other content from the Services; (f) bypass, disable, interfere with, or circumvent usage limits, authentication, access controls, security features, or rate limits; (g) introduce malware, malicious code, or any harmful payload into the Services; (h) use the Services in violation of any law, regulation, or third-party right; (i) use the Services to generate unlawful, fraudulent, deceptive, abusive, defamatory, infringing, harassing, discriminatory, or otherwise objectionable content; (j) use the Services for autonomous decision-making or other high-risk uses prohibited by Section 12; or (k) misrepresent Output as solely human-generated where doing so would be false, deceptive, or unlawful.
Company may monitor use of the Services, including usage telemetry and service performance metrics, and investigate suspected violations of these Terms to protect the Services, Customer, other users, Company, and third parties. Because the Services are designed so that Company does not read Customer Data in the ordinary course, such monitoring may be limited to operational, security, and metadata-level monitoring rather than substantive review of Customer content, except in the limited circumstances expressly permitted under these Terms.
Company may suspend, throttle, block, remove content, disable integrations, or terminate access in whole or in part if Company reasonably suspects a violation of these Terms, a security risk, abuse, or unlawful conduct.
7. Customer Responsibilities
Customer is solely responsible for all Input, Customer Data, Output, and all use made of the Services by Customer and its Authorized Users, including your decisions, actions, and omissions in reliance or based on the Output.
Customer represents, warrants, and covenants that it has and will maintain all rights, licenses, permissions, notices, and consents necessary to provide Customer Data to the Services and to allow Company and its subprocessors and suppliers to process Customer Data as contemplated by these Terms.
Customer is solely responsible for implementing appropriate internal governance, human review, approval workflows, audits, and controls regarding use of the Services and Output and for determining whether the Services are appropriate for Customer's intended use cases.
Customer will comply with all applicable laws, regulations, and contractual obligations relating to privacy, recording, monitoring, labor and employment, wiretap and eavesdropping, electronic communications, consumer protection, export control, sanctions, and data protection.
8. Meeting Participation; Notice; Consent
The Services may join, monitor, process, summarize, recap, transcribe, analyze, or otherwise interact with online meetings, calls, video conferences, chats, emails, and related collaboration content. Customer is solely responsible for providing all legally and contractually required notices and obtaining all legally and contractually required consents, permissions, and authorizations from meeting participants and any other affected individuals before enabling or using the Services in connection with any communication or content. Customer’s consent obligations extend to all meeting participants, including participants who are not Authorized Users, and include obtaining the consent of all parties to a communication in any jurisdiction that requires the consent of all parties to record, transcribe, or intercept a communication.
To support Customer’s compliance, the Services are designed to present a reasonably conspicuous notice upon the artificial-intelligence participant’s entry to a meeting (a) disclosing that an artificial-intelligence participant is present; (b) disclosing that the meeting may be recorded and transcribed; (c) and to provide an opt-out mechanism.
If any meeting participant withholds or withdraws consent, Customer shall not record, transcribe, or apply the Services’ conversational features to that participant’s communications and shall promptly cause the artificial-intelligence participant to cease such processing or exit the meeting. Company’s provision of the foregoing features is a functionality accommodation only; it does not constitute legal advice, does not guarantee compliance in any jurisdiction, and does not relieve Customer of its obligations under this Section 8.
Customer is solely responsible for determining whether and when to enable recording, transcript creation, recaps, conversational follow-up, data retention, and other meeting-related features and for ensuring that use of those features complies with applicable laws, platform policies, and Customer's own contractual or internal requirements.
Customer will not use the Services to monitor, intercept, record, transcribe, summarize, or analyze any communication without all legally required authority. Company has no responsibility for Customer's compliance with notice, consent, recording, transcription, monitoring, privacy, employment-monitoring, or data-protection requirements. The availability or use of any automated disclosure, notification, consent, or opt-out functionality does not transfer to Company any responsibility for determining, obtaining, documenting, or maintaining legally sufficient notice, consent, authorization, or other rights required under applicable law.
9. Customer Data; Privacy; Security
As between the parties, Customer retains all right, title, and interest in and to Customer Data, subject to the limited license granted in these Terms.
Customer grants Company a limited, non-exclusive, worldwide license to receive, transmit, host, store, route, encrypt, decrypt solely as technically necessary, and otherwise process Customer Data solely through automated systems as necessary to provide, operate, secure, support, troubleshoot, maintain, and enforce rights relating to the Services, to comply with law, and as otherwise expressly authorized by Customer. The foregoing license is intended to be limited to system-level processing and does not grant Company a general right to review or exploit the substantive contents of Customer Data.
Customer Data is housed in cloud infrastructure and is encrypted in transit and at rest. Company will maintain an information security program designed to protect Customer Data against unauthorized access, use, alteration, loss, and disclosure. Such safeguards may include encryption in transit and at rest, role-based access controls, authentication controls, organization-scoped access restrictions, logging, rate limiting, and other security measures selected by Company in its discretion. Company does not guarantee that unauthorized access, loss, or alteration will never occur.
Company's service is designed so that Company does not access, view, or read the substantive contents of Customer Data in the ordinary course of business. Company personnel may access limited portions of Customer Data only when strictly necessary to: (a) respond to a support request initiated by Customer; (b) protect the security, integrity, or availability of the Services; (c) investigate fraud, abuse, or a suspected violation of these Terms where such review is reasonably necessary; or (d) comply with applicable law, legal process, or a binding governmental request.
Except as necessary to provide the Services, comply with law, protect rights or safety, investigate abuse, respond to support requests, or as otherwise authorized by Customer, Company will not intentionally disclose Customer Data to unaffiliated third parties.
Unless expressly stated in a separate written agreement or affirmatively enabled by Customer through a clearly disclosed feature, Company will not use Customer Data to train or fine-tune Company's own general-purpose AI models. Company may collect and use de-identified, aggregated, telemetry, operational, and performance data that does not identify Customer or any individual and does not reveal Customer's confidential content for lawful business purposes such as analytics, security, troubleshooting, reliability, system performance, capacity planning, usage measurement, billing, fraud prevention, and service improvement.
The Services may transmit Input and related context to third-party AI or LLM providers in order to generate Output. Customer authorizes such automated transmission and processing as part of the Services. Company is not responsible for the availability, latency, or output quality of third-party model providers, except to the extent non-waivable under applicable law.
Customer acknowledges that a separate Privacy Policy and, where applicable, a data processing addendum may govern additional privacy and data protection matters. Customer remains solely responsible for determining whether any additional notices, consents, transfer mechanisms, risk assessments, contractual arrangements, or regulatory steps are required for Customer's use case or jurisdictions.
10. Third-Party Services; LLM Providers
The Services may rely on, interoperate with, or transmit data to Third-Party Services, including meeting platforms, communication tools, calendar systems, email providers, payment processors, cloud hosts, identity providers, and third-party AI or LLM providers. Use of Third-Party Services may be subject to separate terms, conditions, and privacy policies imposed by the applicable third party.
Customer acknowledges and agrees that Company is not responsible for any Third-Party Services, third-party terms, third-party outages, third-party changes, third-party outputs, or any acts or omissions of any third party, including any third-party model provider. Company makes no warranty regarding the availability, performance, legality, suitability, accuracy, security, or reliability of any Third-Party Services.
If Customer connects a Third-Party Service or account, Customer authorizes Company to access, receive, process, and transmit data from that Third-Party Service as necessary to provide the requested integration functionality. Customer is solely responsible for ensuring it has the right to connect such accounts and data.
11. Output; AI Limitations; No Professional Advice
The Services use probabilistic artificial intelligence and automated systems. Output may be incomplete, inaccurate, stale, misleading, biased, offensive, unavailable, or otherwise unsuitable for Customer's intended purpose, and similar or identical Output may be generated for other users or from similar inputs.
Customer is solely responsible for evaluating, testing, reviewing, validating, and approving all Output before any use, reliance, dissemination, publication, or implementation. Customer must exercise independent judgment and human review appropriate to the sensitivity and risk of the use case.
The Services may assist with organization, summarization, drafting, translation, prioritization, business analysis, workflow mapping, project management, and information retrieval, but the Services do not provide legal, medical, mental health, accounting, tax, financial, investment, engineering, employment, insurance, regulatory, or other professional advice. Output is not a substitute for qualified professional judgment.
Customer will not rely on the Services or any Output as the sole basis for any decision that could affect legal rights, health, safety, finances, employment, housing, education, insurance, compliance, reputation, or any other material interests.
12. Prohibited and High-Risk Uses
Customer shall not use the Services: (a) for any unlawful purpose; (b) to infringe, misappropriate, or violate any intellectual property, privacy, publicity, confidence, or other rights of any person; (c) to create, facilitate, or promote fraud, phishing, impersonation, scams, defamation, harassment, or deceptive practices; (d) to develop or distribute malware or harmful code; (e) to make fully automated decisions about individuals that have legal or similarly significant effects without all required human review and legal safeguards; (f) as a substitute for licensed or qualified professional judgment where an error could reasonably result in death, bodily injury, personal liberty impacts, material property damage, regulatory violations, or significant legal or financial harm; (g) in any context requiring fail-safe or error-free performance unless independently validated and subject to appropriate controls; or (h) in any other manner prohibited by Company's Documentation or Acceptable Use Rules.
Company may suspend or terminate access immediately if Company reasonably believes Customer is engaging in any prohibited or high-risk use.
13. Intellectual Property; Ownership; Feedback
Customer acknowledges that, as between Customer and Company, Company owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP and, for Third-Party Services, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to such Third-Party Services. Except for the limited rights expressly granted in these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Provider IP or any Third-Party Services.
As between Company and Customer, and subject to Customer's compliance with these Terms and any rights of third parties, Customer retains ownership of Customer Data and, to the maximum extent permitted by applicable law, owns Output generated specifically for Customer from Customer's use of the Services. For clarity, Company does not assign and Customer does not acquire any rights in or to the Services or Provider IP merely because Output is generated for Customer.
Output may not be unique and may be similar or identical to output generated for others. Similarity of Output does not mean Customer Data was disclosed to other users.
Notwithstanding anything in these Terms to the contrary, unless prohibited by applicable law, Company may delete Customer Data at any time if Company determines that Customer Data violates these Terms or that deletion is necessary to comply with applicable law.
All Feedback is and will be treated as non-confidential. Customer hereby irrevocably assigns to Company, and shall cause its Authorized Users to assign to Company, all right, title, and interest in and to any Feedback, including all intellectual property rights embodied therein. Company is free to use, disclose, reproduce, license, distribute, exploit, and otherwise commercialize any Feedback without restriction, attribution, or compensation to Customer or any third party, although Company has no obligation to use any Feedback. “Feedback” means any communications or materials provided by Customer or any Authorized User to Company by mail, email, telephone, online form, support channel, or otherwise, suggesting or recommending changes to the Services, including new features or functionality, or any comments, questions, ideas, suggestions, or the like regarding the Services.
14. Confidentiality
"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, pricing, product designs, security information, and non-public features. Without limiting the foregoing, Provider IP is Company's Confidential Information and Customer Data is Customer's Confidential Information.
The receiving party will use the disclosing party's Confidential Information only as necessary to perform under these Terms or exercise its rights hereunder, will protect such Confidential Information using at least reasonable care, and will not disclose it to any third party except to its employees, contractors, professional advisors, Affiliates, and service providers who have a need to know and are bound by confidentiality obligations at least as protective as those in these Terms.
Confidential Information does not include information that the receiving party can demonstrate: (a) is or becomes publicly available without breach of these Terms; (b) was known to the receiving party without restriction before disclosure; (c) is lawfully received from a third party without breach of any duty; or (d) is independently developed without use of or reference to the disclosing party's Confidential Information.
The receiving party may disclose Confidential Information to the extent required by law or valid legal process, provided it gives notice where legally permitted and reasonably cooperates with efforts to seek confidential treatment.
Each party's obligations of non-disclosure regarding Confidential Information are effective as of the date the Confidential Information is first disclosed to the receiving party and will continue as long as permitted by applicable law; provided, however, for any Confidential Information that constitutes a trade secret under applicable law, those obligations of non-disclosure will survive for as long as the Confidential Information remains subject to trade secret protection under applicable law.
15. Fees; Billing; Taxes
Customer will pay all fees and charges specified in any Order Form, online checkout flow, or pricing page in accordance with the applicable payment terms without offset or deduction. Unless otherwise stated, fees are charged in advance, are non-cancelable and non-refundable, and exclude applicable taxes, duties, levies, and similar governmental charges. Company may change pricing, plans, packaging, usage metrics, or feature availability at any time upon prior notice, with such changes becoming effective at renewal, on a prospective basis, or as otherwise stated in the notice. Customer is responsible for all sales, use, excise, value-added, withholding, and other similar taxes, duties, and charges of any kind imposed by any federal, state, local, or foreign governmental or regulatory authority on any amounts payable by Customer hereunder, other than taxes imposed on Company's income.
If Customer provides a payment method, Customer authorizes Company and its payment processors to charge the payment method for all recurring fees, one-time fees, usage overages, taxes, and other amounts due until the applicable Services are canceled or terminated.
If Customer fails to make any payment when due, without limiting Company's other rights and remedies: (a) Company may charge interest on the past due amount at the rate of one and one-half percent (1.5%) per month, calculated daily and compounded monthly, or, if lower, the highest rate permitted under applicable law; (b) Customer shall reimburse Company for all reasonable costs incurred by Company in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (c) if the failure continues for ten (10) days or more after notice, Company may suspend Customer's and all other Authorized Users' access to any portion or all of the Services until such amounts are paid in full.
Company may change pricing, plans, packaging, usage metrics, or feature availability at any time upon prior notice, with such changes becoming effective at renewal, on a prospective basis, or as otherwise stated in the notice.
16. Term; Suspension; Termination
These Terms take effect when first accepted or when Customer first accesses or uses the Services, whichever occurs first, and continue until terminated in accordance with these Terms or any applicable Order Form (the “Term”).
Notwithstanding anything to the contrary in these Terms, Company may temporarily suspend Customer's and any other Authorized User's access to any portion or all of the Services if Company reasonably determines that: (a) there is a threat or attack on any of the Provider IP; (b) Customer's or any other Authorized User's use of the Provider IP disrupts or poses a security risk to the Provider IP, to Company, or to any other customer or vendor of Company; (c) Customer or any other Authorized User is using the Provider IP for fraudulent or illegal activities; (d) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (e) Company's provision of the Services to Customer or any other Authorized User is prohibited by applicable law; (f) Customer is using the Services in material violation of these Terms; (g) any vendor of Company has suspended or terminated Company's access to or use of any third-party services or products required to enable Customer to access and use the Services; or (h) Customer fails to make any payment when due and such failure continues as described in Section 15. Company shall use commercially reasonable efforts to provide written notice of any suspension to Customer and to provide updates regarding resumption of access to the Services following any suspension. Company shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the suspension is cured. Company will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a suspension of the Services.
In addition to any other express termination right set forth in these Terms, Company may terminate these Terms or any Order Form for any reason upon thirty (30) days' advance written notice to Customer. Customer may stop using the Services at any time; however, except as expressly required by law or stated in an applicable Order Form, no prepaid fees will be refunded, and cancellations of paid subscriptions will take effect at the end of the then-current billing period.
Either party may terminate these Terms, effective on written notice to the other party, if the other party materially breaches these Terms, and such breach: (a) is incapable of cure; or (b) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach.
Either party may terminate these Terms, effective immediately upon written notice to the other party, if the other party: (a) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (b) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (c) makes or seeks to make a general assignment for the benefit of its creditors; or (d) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
Upon expiration or termination of these Terms, Customer shall immediately discontinue use of the Provider IP and the Services, except to the extent Company expressly permits a limited wind-down period in writing. No expiration or termination of these Terms will affect Customer's obligation to pay all fees that may have become due before such expiration or termination, or entitle Customer to any refund.
Following expiration or termination of these Terms, Company may permanently delete Customer Data from the Services and all systems Company controls, unless otherwise required by applicable law or Company's retention practices. Company may maintain audit records, acceptance logs, security logs, usage logs, billing records, and other operational records for legal, security, compliance, fraud prevention, and business purposes in accordance with Company's retention practices and applicable law, even if Customer Data itself is not substantively reviewed by Company in the ordinary course.
Sections that by their nature should survive termination will survive, including Sections 9, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, and 23.
17. Warranties; Disclaimer
Each party represents and warrants that it has the legal power and authority to enter into these Terms.
Customer represents, warrants, and covenants that Customer has obtained and will maintain all rights, licenses, consents, permissions, and notices required for Customer Data to be provided to and processed by the Services as contemplated by these Terms.
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES, OUTPUT, DOCUMENTATION, BETA FEATURES, AND ALL RELATED COMPONENTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND ITS AFFILIATES, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, UNIQUE, OR SUITABLE FOR CUSTOMER'S PURPOSES.
18. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, LICENSORS, SUPPLIERS, OR SERVICE PROVIDERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; ANY INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; ANY LOSS OF GOODWILL OR REPUTATION; ANY USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR ANY COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO COMPANY FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS (US $100.00) IF CUSTOMER IS USING A FREE OR TRIAL VERSION OF THE SERVICES.
THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY TO THE EXTENT SUCH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
19. Indemnification
Customer will defend, indemnify, and hold harmless Company, its Affiliates, and their respective officers, directors, employees, contractors, licensors, suppliers, and agents from and against any and all third-party claims, actions, demands, investigations, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer Data, Input, Output, or Customer's use of the Services; (b) Customer's or any Authorized User's breach of these Terms; (c) Customer's failure to provide required notice or obtain required consent for recording, transcription, monitoring, or processing of communications or data; (d) Customer's infringement, misappropriation, or violation of any third-party rights; or (e) Customer's violation of applicable law.
Company may control the defense and settlement of any indemnified matter, provided that Company will not settle any claim in a manner that requires Customer to admit wrongdoing or incur obligations not covered by this Section without Customer's prior written consent, not to be unreasonably withheld, conditioned, or delayed.
20. Compliance; Export Controls; Restricted Data
Customer acknowledges that the Services are general-purpose productivity and meeting assistance tools and are not represented as compliant with any industry-specific regulatory regime unless expressly stated by Company in a separate written agreement.
Customer will not submit to the Services any data or content that is subject to heightened legal or contractual restrictions, including regulated health information, cardholder data, classified information, export-controlled technical data, or other restricted information, unless expressly authorized by Company in writing and covered by appropriate contractual terms.
The Services utilize software and technology that may be subject to U.S. export control laws and regulations. Customer shall not, directly or indirectly, export, re-export, or release the Services or the software or technology included in the Services to, or make the Services or such software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule.
Customer will comply with all applicable export control, economic sanctions, and trade laws and will not use the Services in or for the benefit of any prohibited person, country, territory, organization, or end use in violation of such laws.
21. Governing Law; Jurisdiction
The Terms are governed by and construed in accordance with the internal laws of the State of Wyoming without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Wyoming. Any legal suit, action, or proceeding arising out of or related to this agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Wyoming in each case located in the County of Laramie, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
22. Changes to These Terms
Company may revise these Terms from time to time in its discretion. If Company makes a material change, Company may provide notice by posting the updated Terms within the Services, by email, through the administration portal, or by any other reasonable method. Unless otherwise stated, revised Terms become effective on the date posted. Company may require clickwrap re-acceptance before continued use of the Services.
Customer's continued use of the Services after the effective date of revised Terms constitutes Customer's acceptance of the revised Terms to the extent permitted by law and subject to any required clickwrap re-acceptance implemented by Company.
23. General Terms
Entire Agreement. These Terms, together with any Order Form, referenced policies, and any separate written agreement expressly incorporated by reference, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous understandings regarding the same subject matter. In the event of any inconsistency between the Terms and the Order Form, the Terms control unless the parties expressly indicate in the Order Form an intent to deviate from the Terms.
Assignment. Customer may not assign or transfer these Terms, whether by operation of law or otherwise, without Company's prior written consent. Any attempted assignment in violation of the foregoing is void. Company may assign these Terms without restriction, including to an Affiliate or in connection with a merger, acquisition, reorganization, or sale of assets.
Force Majeure. Company will not be liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, labor disputes, acts of war, terrorism, civil unrest, cyberattacks, internet or telecommunications failures, failures of Third-Party Services, utility failures, epidemics, pandemics, or governmental actions.
Independent Contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, franchise, or employment relationship.
No Waiver. A party's failure to enforce any provision of these Terms is not a waiver of that provision or any other provision.
Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect.
Notices. Any notices to Company must be sent to privacy@conscientialabs.com or our corporate headquarters address available at https://conscientialabs.com/landing#contact and must be delivered either in person, by email, certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.