Terms of Service and Privacy Policy

Terms of Service – Zlayt.AI

These Terms of Service are a binding legal agreement (the “Agreement”) between Zlayt, Inc., a Texas corporation (“Zlayt”) and the Customer (defined herein). Please read this Agreement carefully before submitting an Order. By submitting an Order, Customer agrees to be legally bound by the terms of this Agreement. The Agreement is effective as of the date that a representative of the Customer either (i) “checks the box” in an online Order or (ii) signs a written Order, in each case acknowledging that it has read, understands, and agrees to the terms of this Agreement and submits the Order (the “Effective Date”).

The Parties agree as follows:

1. DEFINITIONS.

Certain capitalized terms used herein shall have the meanings given those terms in Appendix 1, which is attached hereto and incorporated herein.

2. SERVICE.

2.1. Access to the Service. Subject to Customer’s compliance with the terms of this Agreement (including, among other things, paying any fees owed to Zlayt), Zlayt hereby grants Customer a non-exclusive, non-transferable, worldwide, royalty-free, limited-term right and license to access and use the Subscribed Services during the applicable Subscription Period, in accordance with the applicable Documentation, solely in connection with Customer’s business. Only attorneys, employees and contractors working for the Customer may access and use the Subscribed Services, and only so long as they are accessing it on Customer’s behalf. Customer agrees to be fully responsible under this Agreement for any and all actions of its attorneys, employees and contractors that access the Subscribed Services. Clients or prospective clients of Customer may not use the Subscribed Services.

2.2. Customer Input. By providing Customer Input, Customer grants Zlayt a worldwide, royalty-free, and non-exclusive license to reproduce, view, and use the Customer Input for the purpose of providing the Service, including without limitation to generate Output. Zlayt will not aggregate, collect or analyze Customer Input and will not use Customer Input for any reason other than for the purpose of providing the Service. Without limiting the foregoing, Zlayt agrees that it will not use Customer Input to train or improve its algorithms and models.

2.3. Use. Customer will (i) be responsible for all use of the Service under its account, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Service and notify Zlayt promptly of any such unauthorized access or use or any other known or suspected breach of security or misuse of the Service, and (iii) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Service, including as set forth in the Documentation. Customer will be solely responsible for its failure to maintain such equipment, software, and services, and Zlayt will have no liability for such failure.

2.4. Other Restrictions. Customer will not directly or indirectly: (i) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Service; (ii) attempt to probe, scan or test the vulnerability of the Service, breach the security or authentication measures of the Service without proper authorization or willfully render any part of the Service unusable; (iii) use or access the Service to develop a product or service that is competitive with Zlayt’s products or services, or engage in competitive analysis or benchmarking; (iv) transfer, distribute, resell, lease, license, or assign the Service or otherwise offer Service on a standalone basis; or (v) otherwise use the Service in violation of applicable law (including any export law) or outside the scope expressly permitted hereunder and in the applicable Order.

2.5. Features. Zlayt reserves the right to incorporate new features in connection with the Service, and to modify or deprecate existing features in order to maintain or improve the overall user experience and operational effectiveness, or to comply with regulatory requirements.

3. FEES AND PAYMENT.

3.1. Fees. Customer will pay the fees set forth in each Order in accordance with the payment schedule set forth therein, without deduction or setoff of any kind. Fees (a) are quoted and payable in U.S. Dollars, (b) reflect the amounts to be received by Zlayt free and clear of any withholding that any jurisdiction might require Customer to withhold or other taxes that might be levied on payments to be made pursuant to this Agreement, (c) are due in advance unless otherwise set forth on the applicable Order, and (d) are non-cancelable, non-refundable, and non-proratable for partial months. Certain overage fees may apply, which will be due monthly in arrears unless otherwise detailed in the applicable Order. Whether specified on an Order or not, Customer will be responsible for paying any applicable sales, use, and value-added taxes. Zlayt reserves the right to modify the fees for the Service at any time by providing thirty (30) days’ prior written notice to Customer.

3.2. Late Payment. Zlayt may suspend access to the Service immediately upon notice if Customer fails to pay any amounts due within fifteen (15) days of the applicable payment due date.

4. TERM; TERMINATION.

4.1. Agreement Term. This Agreement starts on the Effective Date and, unless otherwise terminated in accordance with the provisions of Section 4 (Term; Termination) of this Agreement, will continue in effect for the term of each applicable Order.

4.2. Order Term. Each Order shall commence on the Order Effective Date and shall remain in effect for the applicable Subscription Period specified in the Order until terminated in accordance with this Agreement. If no Subscription Period is specified in an Order, then the Subscription Period for such Order shall commence on the Order Effective Date and continue in effect on a month-to-month basis until terminated in accordance with this Agreement.

4.3. Automatic Renewal. Each Order will automatically renew for successive renewal periods equal to the original Subscription Period (e.g. a monthly Subscription Period shall renew on a month-to-month basis and an annual Subscription Period shall renew on an annual basis), unless one party provides written notice of non-renewal to the other at least thirty (30) days prior to the end of the then-current Subscription Period.

4.4. Termination for Convenience. Each Order can be terminated by either Party by giving the other Party at least thirty (30) days prior written notice of termination.

4.5. Termination for Breach. Either Party can terminate this Agreement (or any Order) immediately upon written notice to the other Party if the other Party breaches any part of the Agreement (or that Order, as applicable), and fails to cure the breach within thirty (30) days of receiving notice of it. Termination of an Order will not result in the automatic termination of this Agreement or any other Order. Termination of this Agreement will result in the automatic termination of all outstanding Orders. Failure to pay amounts due to Zlayt pursuant to Section 3 (Fees and Payment) of this Agreement will be considered a material breach.

4.6. Other Terminations. Customer may terminate specific services specified in an Order effective at the end of any trial period specified on the applicable Order.

4.7. Effect of Termination. Following the termination of this Agreement or any Order for any reason: (i) Customer will promptly pay Zlayt according to the terms herein and in any applicable Order for services rendered before the effective date of termination; (ii) any Deliverable developed prior to the effective date of termination will be delivered to Customer within thirty (30) days; (iii) any rights and other licenses granted to Customer pursuant to this Agreement and any applicable Order will terminate; and (iv) Zlayt will delete Customer Input in accordance with Section 5.3.

4.8. Right to Suspend Service. Without limiting any of the other rights in this Agreement, Zlayt has the right, in its sole discretion, to suspend Customer’s ability to access the Service, without liability, under the following circumstances: (i) for scheduled or emergency maintenance to the Service; (ii) if Zlayt reasonably believes that Customer is using the Service in violation of this Agreement or applicable law; (iii) if Zlayt reasonably believes that Customer’s use of the Service poses a security risk to Zlayt or any third party; (iv) if required by law enforcement or government agency, or otherwise in order to comply with applicable law or regulation; or (v) if Customer fails to fulfill its payment obligations hereunder, and fails to cure that failure within five (5) days of receiving notice from Zlayt.

5. DATA SECURITY.

5.1. Data Security. Zlayt will maintain a security program materially in accordance with industry standards that is designed to (i) ensure the security and integrity of Customer Input; (ii) protect against threats or hazards to the security or integrity of Customer Input; and (iii) prevent unauthorized access to Customer Input. In furtherance of the foregoing, Zlayt will maintain commercially reasonable administrative, physical, and technical safeguards to protect the security of Customer Input.

5.2. Data Restrictions. To the extent required by applicable law and except as otherwise permitted under this Agreement, Zlayt will not “sell” or “share” (each as defined in the California Consumer Privacy Act) any information that relates to an identified or identifiable natural person that Zlayt collects or processes on Customer’s behalf in providing the Service.

5.3. Data Retention Following Termination. Upon termination or expiration of this Agreement for any reason, Zlayt shall promptly delete all Customer Input stored on its systems, including any backups or archival copies. Zlayt shall ensure that such deletion is permanent and that Customer Input cannot be recovered. Upon Customer’s written request, Zlayt shall provide written certification confirming the completion of deletion. Notwithstanding the foregoing, Zlayt may retain Customer Data only to the extent required by applicable law or regulation, provided that any retained data shall remain subject to the confidentiality and data protection obligations set forth in this Agreement.

6. INTELLECTUAL PROPERTY.

6.1. Proprietary Rights. As between the Parties, Customer exclusively owns all right, title and interest in and to any non-public Customer Input, Deliverables, and Customer’s Confidential Information, while Zlayt exclusively owns all right, title and interest in and to the Service, any other product or service provided by Zlayt, System Data and Zlayt’s Confidential Information.

6.2. Feedback. Customer may from time to time provide Feedback to Zlayt. Zlayt will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Zlayt will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.

6.3. Artificial Intelligence. Customer acknowledges and agrees that the Service and its Output (including Deliverables) may rely on, and in some cases be exclusively generated by, Artificial Intelligence, which by its nature, has known limitations that can result among other things in Output that (a) contains errors and misleading information, (b) is repetitive or formulaic, (c) features information that is out of context or does not make sense, (d) lacks appropriate empathy and emotion for its intended use, (e) reflects biases that are present in the training data, which can result in Output that is discriminatory or offensive, (f) reflects incorrect assumptions and bad judgment. Customer agrees that it is responsible for evaluating, and bearing all risks associated with, its use of the Service and Output.

7. CONFIDENTIAL INFORMATION.

Neither Party will use the other’s Confidential Information except as permitted under this Agreement. Each Party agrees to take commercially reasonable precautions to prevent any unauthorized disclosure of the other’s non-anonymized Confidential Information, including, without limitation, disclosing Confidential Information only to Representatives and Affiliates of such Party in connection with the services they perform for such Party, provided they are subject to confidentiality provisions sufficient to comply with this provision. Each party will be responsible for the acts and omissions of its Representatives and Affiliates pursuant to this section. Nothing in this section will restrict either Party from disclosing Confidential Information of the other pursuant to the valid order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make the disclosure gives reasonable notice to the other Party to enable it to contest the order or requirement. The terms of this Agreement are the Confidential Information of both parties.

8. WARRANTIES.

8.1. Zlayt Warranty. Zlayt warrants that the Service will substantially conform to its Documentation. Zlayt will use commercially reasonable efforts to correct a verified material breach of the foregoing express warranty within thirty (30) days after Customer’s written warranty report. If Zlayt fails to do so, Customer’s exclusive remedy, and Zlayt’s sole liability, for breach of this express warranty will be to terminate the affected Service under the applicable Order and recover a pro-rata portion of the prepaid fees corresponding to the terminated portion of the applicable Order.

8.2. Customer Warranties. Customer represents, warrants and covenants that it (a) will confirm the completeness, accuracy and truthfulness of the Output (including any Deliverable) prior to its use, (b) has and will have all necessary right, power and authority and has taken all necessary action to enter into and perform its obligations under this Agreement and to grant the rights granted herein (including without limitation, obtaining any third party consents and approvals necessary for Customer’s use of the Service, e.g. any licenses and rights related to Customer Data); (c) will comply with all applicable laws, including without limitation with respect to (i) domestic and foreign data privacy or other rights of Customer clients and other third parties whose personally identifiable information may be shared with Zlayt (e.g., Health Insurance Portability and Accountability Act) and (ii) any other laws, regulations and obligations pertaining to end users; and (d) will not cause Zlayt to violate any law or regulation. To the extent Customer instructs Zlayt to transmit or receive information (such as Customer Input or a Deliverable) to or from a third party (such as a third-party case management system), Customer represents, warrants and covenants that it has all necessary rights and permissions to allow Zlayt to transmit or receive such information.

9. DISCLAIMERS AND LIMITATIONS OF LIABILITY.

9.1. NO PROFESSIONAL LEGAL SERVICES. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICE AND ITS OUTPUT (INCLUDING ANY DELIVERABLES) DO NOT CONSTITUTE “PROFESSIONAL LEGAL SERVICES” AS DEFINED HEREIN OR OTHERWISE SERVE AS A SUBSTITUTE FOR THE PRACTICE OF LAW AND ARE INTENDED ONLY TO BE USED WITH THE OVERSIGHT OF LEGAL PROFESSIONALS WHO ARE QUALIFIED TO PROVIDE PROFESSIONAL LEGAL SERVICES IN THE RELEVANT JURISDICTION. DELIVERABLES ARE PROVIDED IN DRAFT AND NOT FINAL FORM. IT IS CUSTOMER’S EXCLUSIVE RESPONSIBILITY TO OVERSEE THE SERVICE, REVIEW OUTPUT (INCLUDING ANY DELIVERABLES) FOR ACCURACY AND COMPLETENESS AND CONFORM THEM TO ANY EVENTUAL USE IN CONNECTION WITH ANY PROFESSIONAL LEGAL SERVICES.

9.2. ADDITIONAL DISCLAIMERS AND EXCLUSIONS. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1 (ZLAYT WARRANTY) AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZLAYT HEREBY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WITH RESPECT TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, LOSS OF PROFITS, AND FITNESS FOR A PARTICULAR PURPOSE. ZLAYT DOES NOT WARRANT THAT THE SERVICE OR ANY OUTPUT (INCLUDING ANY DELIVERABLE) WILL BE ERROR-FREE, ACCURATE, TIMELY OR UNINTERRUPTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM THE SERVICE OR ITS OUTPUT (INCLUDING ANY DELIVERABLE) WILL CREATE ANY WARRANTY REGARDING ZLAYT, ITS AFFILIATES, OR THEIR COLLECTIVE SERVICES THAT IS NOT EXPRESSLY STATED IN SECTION 8.1 (ZLAYT WARRANTY) OF THIS AGREEMENT. ZLAYT IS NOT RESPONSIBLE OR LIABLE FOR ANY NON-ZLAYT SERVICES (SUCH AS THIRD-PARTY CASE MANAGEMENT SYSTEMS), DOES NOT GUARANTEE THE CONTINUED AVAILABILITY THEREOF OR ANY INTEGRATION THEREWITH, AND MAY CEASE MAKING ANY INTEGRATION WITH NON-ZLAYT SERVICES AVAILABLE IN ITS SOLE DISCRETION.

9.3. ASSUMPTION OF RISK. CUSTOMER (I) ASSUMES ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM CUSTOMER’S OR ANY OF ITS CLIENTS’ USE OF OR ACCESS TO THE SERVICE, ITS OUTPUT (INCLUDING ANY DELIVERABLE), AND (II) UNDERSTANDS AND AGREES THAT CUSTOMER’S USE OF THE SERVICE, ITS OUTPUT (INCLUDING ANY DELIVERABLE) IS AT CUSTOMER’S OWN DISCRETION AND RISK, AND THAT CUSTOMER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER, CUSTOMER’S CLIENTS OR OTHER THIRD PARTIES.

9.4. BETA PRODUCTS. FROM TIME TO TIME, CUSTOMER MAY HAVE THE OPTION TO ACCESS AND USE SO-CALLED “ALPHA” OR “BETA” PRODUCTS, FEATURES OR DOCUMENTATION THAT ARE EARLY IN DEVELOPMENT (COLLECTIVELY, “BETA PRODUCTS”) OFFERED BY ZLAYT. BETA PRODUCTS ARE NOT FULLY DEVELOPED AND ARE PROVIDED “AS IS”. ZLAYT DOES NOT PROVIDE ANY INDEMNITIES, SERVICE LEVEL COMMITMENTS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION THERETO. CUSTOMER OR ZLAYT MAY TERMINATE CUSTOMER’S ACCESS TO BETA PRODUCTS AT ANY TIME.

9.5. LIMITATIONS OF LIABILITY. OTHER THAN WITH RESPECT TO ANY PARTY’S OBLIGATIONS UNDER SECTION 10 (INDEMNIFICATION) AND SECTION 2.4 (OTHER RESTRICTIONS) OF THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, (I) WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, GOODWILL, BUSINESS OR PROFITS, OR WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION) WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, OR (II) EXCLUDING CUSTOMER’S PAYMENT OBLIGATIONS, WILL ZLAYT BE LIABLE FOR ANY AGGREGATE LIABILITY IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

10. INDEMNIFICATION.

10.1. Zlayt Indemnification. Zlayt will defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party alleging that the Service or use thereof as permitted hereunder infringes or misappropriates a United States patent, copyright or trade secret and will indemnify Customer for any damages finally awarded against Customer (or any settlement approved by Zlayt) in connection with any such Claim; provided that (a) Customer will promptly notify Zlayt of such Claim, (b) Zlayt will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Zlayt may not settle any Claim without Customer’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Customer of all related liability) and (c) Customer reasonably cooperates with Zlayt (at Zlayt’s expense) in connection therewith. If the use of the Service by Customer, as applicable, has become, or in Zlayt’s opinion is likely to become, the subject of any claim of infringement, Zlayt may at its option and expense (i) procure for Customer the right to continue such use as set forth hereunder; (ii) replace or modify such use to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate the affected portion of the applicable Order and provide a pro rata refund of any prepaid fees corresponding to the terminated portion of the applicable Order. Zlayt will have no liability or obligation with respect to any Claim if such Claim is caused in whole or in part by (A) use of the Service or its Output (including any Deliverable) by Customer not in accordance with this Agreement; (B) modification of the Service or its Output (including any Deliverable) by or on behalf of Customer; (C) Customer Confidential Information or (D) the combination, operation or use of the Service or its Output (including any Deliverable) with other products or services where the Service or its Output (including any Deliverable) would not by itself be infringing (clauses (A) through (D), “Excluded Claims”). This Section states Zlayt’s sole and exclusive liability and obligation, and Customer’s exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property.

10.2. Customer Indemnification. Customer will indemnify, defend and hold Zlayt and its Affiliates harmless from and against any and all Claims brought against them by a third party arising from or relating to (a) the Excluded Claims, or (b) Customer’s violation of any third party’s rights, including without limitation any act or omission of Customer that causes Zlayt to violate any third party’s rights; or (c) any material violation of the terms of this Agreement or applicable Order.

10.3. Indemnification Cap. Such indemnification obligations as described in this Section 10 (Indemnification) will not be subject to the limits described in Section 9 (Disclaimers and Limitations of Liability) of this Agreement.

11. MODIFICATIONS.

No amendment or modification to this Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in writing by both Parties. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

12. MISCELLANEOUS.

Zlayt is an independent contractor and is not an agent or employee of Customer. Zlayt may use third party contractors to perform its obligations under this Agreement, provided that their acts and omissions in connection with this Agreement will be imputed to Zlayt. The Parties agree that nothing in this Agreement will be construed as preventing either Zlayt or Customer from entering into a similar relationship with third parties. If a court of competent jurisdiction or arbitrator finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be amended to achieve as nearly as possible the intent of the Parties, and the remainder of this Agreement will remain in full force and effect. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior agreements, understandings and negotiations, both written and oral, between the Parties with respect to the subject matter hereof. All communications provided for hereunder will be in writing. Neither Party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other Party’s prior written consent, except that either Party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. Any attempted assignment, delegation, or transfer by either Party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the Parties and their successors and assigns.

13. GOVERNING LAW; VENUE.

The validity, interpretation, enforceability, and performance of this Agreement will be governed by and construed in accordance with the law of the State of Texas, without giving effect to its law regarding the conflict of laws. Any action arising out of or relating to this Agreement shall be brought solely and exclusively (to the maximum extent permitted by law) in the Federal or State district courts located in Travis County, Texas.

14. SURVIVAL.

The provisions of Sections 1 (Definitions), 2.4 (Other Restrictions), 3 (Fees and Payment), 4 (Term; Termination), 6 (Intellectual Property), 7 (Confidential Information), 9 (Disclaimers and Limitations of Liability), 10 (Indemnification), 12 (Miscellaneous), 13 (Governing Law; Venue), and 14 (Survival) will survive expiration or termination of this Agreement for any reason.

15. FORCE MAJEURE.

Neither Party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control (“Force Majeure Event”), including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber-attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.

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APPENDIX 1 – DEFINITIONS

“Affiliates” means a person or entity that (i) controls such party; (ii) is under the control of such party; or (iii) is under the control of another person or entity that controls such party, whether (directly or indirectly) through voting rights, board seats, contract or otherwise. The definition of Affiliate specifically excludes contractors, outsourcers, or agents of a party.

“Artificial Intelligence” or “AI” refers to computer systems that may leverage proprietary and third-party algorithms, rule-based reasoning, large language models, machine learning, and other techniques that are designed to mimic human intelligence and carry out tasks that historically have required human intelligence and capability to perform.

“Confidential Information” means all business, technical, personal, legal, strategic and financial information, which a Party obtains from the other or learns from the other in connection with this Agreement either directly or indirectly, in writing, orally, or by inspection or access to tangible objects or computer systems whether or not marked confidential, including, without limitation, customer data, claims data, personally identifiable information, and nonpublic information regarding disclosing Party’s products, services, technology, finances, pricing, clients, prospects, employees, data sources, plans, marketing, legal affairs, compliance, ideas, inventions, research, contracts, opportunities, methods, techniques, procedures, know-how, and trade secrets, together with all information received by or on behalf of the disclosing Party from third parties which the disclosing Party is obligated to keep confidential. Confidential Information will not include any information that (a) was in the public domain at the time of disclosure; (b) became publicly available after disclosure without breach of this Agreement; (c) was lawfully received from a third party without such restrictions; (d) was known by the receiving Party, its employees or agents without such restrictions prior to its receipt pursuant to this Agreement; or (e) was independently developed without breach of this Agreement.

“Customer” means the law firm (or other legal entity) or individual that completes and submits an Order for Subscribed Services.

“Customer Input” means any data, images, code, or other content (including without limitation text, graphics, audio files, video files, or computer software) that Customer makes available to Zlayt in conjunction with the Service or otherwise allows the Service or Zlayt to access.

“Deliverable” means Output that takes the form of a delivered document that is produced specifically and exclusively for Customer at Customer’s request, such as a draft demand letter, deposition summary or other work product for use in connection with a specific client of Customer.

“Documentation” means any manuals, documentation and other supporting materials related to the Service that Zlayt provides to its customers, including in electronic form. Documentation is considered part of the Service.

“Feedback” means suggestions or comments for enhancements or improvements, new features or functionality or other feedback in connection with the Service or related products and services.

“Order” means an order document that is either (i) submitted online by the Customer or (ii) a written order form that is signed by Customer, pursuant to which Customer agrees to subscribe to the Service, subject to the terms and conditions of this Agreement. Each Order is incorporated into and governed by this Agreement. In the event of any conflict or inconsistency between this Agreement and an Order, the Order will control.

“Order Effective Date” means the date that the applicable Order is submitted online by the Customer.

“Output” means content and/or data generated by the Service in response to a Customer request.

A “Party” refers to Zlayt or Customer, and the “Parties” refer to both, collectively.

“Professional Legal Services” means legal advice, analysis, judgment, advocacy, supervision, oversight, counsel, or other services involving the practice of law, as understood pursuant to the rules of professional legal ethics in all relevant jurisdictions.

“Representatives” are the employees, independent contractors, consultants, and legal and financial advisors of a Party.

“Service” means Zlayt’s proprietary platform and associated services, which include a suite of advanced, AI-based features that enable legal professionals such as Customer to manage their legal practice and casework more efficiently and effectively.

“Subscribed Services” are the components of the Service that Customer purchases access to pursuant to an Order.

“Subscription Period” means the period of time that an Order remains in effect. Unless otherwise agreed upon in writing by the Parties, the Subscription Period for each Order shall commence on the Order Effective Date and continue in effect on a month-to-month basis until terminated in accordance with this Agreement.

“System Data” means data collected by Zlayt related to Zlayt’s products and services that may be used to generate logs, statistics, reports or related materials regarding the performance, availability, usage, integrity, or security of Zlayt’s products and services.