Terms of Service for EllisIQ

Version 1.0 · Effective August 8, 2026

Effective Date: Phase-0 (pre-launch); commercial activity has not commenced.

These Terms of Service ("Terms") form a binding agreement between Ellis Intelligence LLC, a Colorado limited liability company doing business as EllisIQ ("EllisIQ", "we", "us"), and the customer subscribing to or using the Service ("Customer", "you").

The Service is for use by businesses — including law firms (and lawyers practicing within them). The Service is not for use by consumers.

1. The Service

1.1 EllisIQ is a software-as-a-service application that provides AI-assisted workflow tools to law firms, including (without limitation) intake summarization, conflict-check assistance, deposition-prep drafting aids, and governance tooling supporting AI use in legal practice.

1.2 Tier-specific features and limits (including any request-volume or usage bands) are described at ellisiq.com/pricing. Tier names, and the figures behind them, live on that page and are never restated in these Terms. Billing plans live at ellisiq.com/pricing and are never restated here.

1.3 Business Use Only. The Service is intended for use by businesses for business purposes.

1.4 EllisIQ Is Not a Law Firm. EllisIQ is a software vendor. EllisIQ is not authorized to practice law and does not give legal advice. No attorney-client relationship is created by your use of the Service or by any communications between you and EllisIQ. Outputs of the Service are drafts intended for review by a licensed attorney before reliance. See the standalone Disclaimers at ellisiq.com/disclaimers for the full framing.

1.5 Outputs Are Drafts From Firm-Supplied Information. Outputs are drafts produced by AI systems from the matter documents, prompts, and intake content you supply, and may contain inaccurate, incomplete, biased, or fabricated content. You are solely responsible for independently reviewing every Output before relying on it for any legal matter or before sharing it with a client, court, opposing counsel, or third party.

1.6 No Affiliation, Endorsement, or Bar Action. EllisIQ is not affiliated with, endorsed by, sponsored by, or officially recognized or supported by any state bar association, disciplinary body, court, or other government agency, or the U.S. Government in any way. EllisIQ does not predict, forecast, or represent how any bar association, disciplinary body, court, or other regulator will assess, review, or act on any Output or any Firm's use of the Service, and EllisIQ does not act, and is not authorized to act, on behalf of any bar association, disciplinary body, court, or other government agency in any capacity. You will not represent or imply to clients, courts, or third parties that EllisIQ or any EllisIQ employee or affiliate is authorized to practice law. Using EllisIQ does not create any government-recognized or bar-recognized status. EllisIQ's Outputs, marketing pages, and app UI render as plain text/typography only — no seal, badge, ribbon, watermark, or certificate-style graphic, or other supportive-looking insignia — so no surface visually or verbally suggests such affiliation, endorsement, sponsorship, or action on any such party's behalf.

2. Account

2.1 Account creation requires an authorized representative of the Customer entity.

2.2 Each seat is for a single named individual. Seat-sharing is prohibited.

3. Subscriptions, Pricing, Billing

3.1 Subscriptions are billed via Stripe.

3.2 Pricing at ellisiq.com/pricing. 30-day notice for material changes.

3.3 Billing via Stripe.

3.5 Refunds. Monthly fees are non-refundable for the current period except pro rata on our material breach or on discontinuation under §10.

3.6 No Service-Level Credits or Refunds. The Service carries no uptime or response-time commitment. No service credit, fee credit, refund, or other remedy arises from any delay, outage, missed response target, or unmet support expectation. The §12.1 limited-warranty remedy and the §10.2 pro-rata refund on our own discontinuation remain the only remedies.

4. Customer Data; Flat Multi-Tenancy

4.1 Ownership. As between us, you own all data you submit, upload, or generate ("Firm Data"), including matter-related documents, prompts, intake content, deposition transcripts, and tool outputs.

4.2 License to Us. You grant us a limited license to host, store, transmit, display, and process Firm Data solely to provide the Service to you and to comply with law. We do not have rights to use Firm Data beyond providing the Service.

4.3 No Training / No Selling. We do not sell or share Customer Data, and we do not use it to train any model or to improve a Service used by other customers. See our Privacy Policy.

4.4 Flat Per-Tenant Isolation. Each business is one tenant. Single-level isolation is enforced: every tenant-scoped read and write routes through tenant-scoping helpers that raise if the scope is missing, so no tenant can access another tenant's data. There is no nested tenancy and no white-label resale in v1.

4.5 Privilege. Processor does not assert, manage, or enforce privilege on Firm's behalf, and makes no representation that any specific communication, document, or Output is or remains privileged. Firm remains solely responsible for asserting and maintaining privilege.

5. Acceptable Use

5.1 No reverse engineering, no scraping, no building a competing product from the Service, no resale.

5.2 Attorney Review Required. You will independently review every Output before relying on it for any legal matter or before sharing it with a client, court, opposing counsel, or third party.

5.3 No Misrepresentation of Authorization to Practice Law. You will not represent or imply to clients, courts, or third parties that EllisIQ or any EllisIQ employee or affiliate is authorized to practice law.

6. AI Outputs

6.1 Drafts Only. All outputs of the Service ("Outputs") are drafts. They are produced by AI systems that may generate inaccurate, incomplete, biased, or fabricated content.

6.2 Mandatory Disclaimer. Outputs delivered to you carry a visible disclaimer substantially in this form: "Draft for attorney review. This output was generated by an automated tool. It has not been reviewed by a licensed attorney. Do not rely on this output for any legal matter without independent attorney verification."

6.3 Disclaimer Preservation. You will not remove or obscure the §6.2 disclaimer when distributing an Output to clients, courts, opposing counsel, or third parties.

6.4 Attorney Review Required. You will independently review every Output before relying on it for any legal matter or before sharing it with a client, court, opposing counsel, or third party.

6.5 No Autonomous Action. You will not configure the Service or any integration to autonomously take action on a client matter (e.g., file a document, send a court submission, agree to a settlement) without licensed-attorney review of the specific action.

7. Bar Rules Compliance

7.1 Firm's Compliance Responsibility. You represent and warrant that: (a) you will use the Service only in compliance with the Rules of Professional Conduct of each jurisdiction in which you practice, including without limitation rules on competence, confidentiality, supervision, unauthorized practice of law, and disclosure of AI use where required; (b) you will maintain compliance with all applicable state-bar advertising rules, conflict-of-interest rules, and any AI-specific bar guidance applicable to your jurisdictions; (c) you will not represent or imply to clients, courts, or third parties that EllisIQ or any EllisIQ employee or affiliate is authorized to practice law; (d) where required by tribunal rules or local procedure, you will disclose the use of AI assistance in your work product.

7.2 AI Governance Tier — Additional Provisions. If your subscription includes the AI Governance tier, you will use the governance artifacts (policies, attestation templates, audit-trail tooling) consistent with the applicable AI risk-management framework crosswalk template provided and you will conduct the periodic governance review per the template.

8. Intellectual Property

8.1 Service IP. We own the Service. No rights granted except as expressly set forth.

8.2 Feedback. Standard perpetual-license grant on feedback.

8.3 Customer References. We may identify you as a customer (name, logo) on the customers page unless you opt out.

8.4 IP & Assignment Rider. An IP & Assignment Rider addressing ownership and assignment of intellectual property is incorporated by reference into these Terms and controls over this §8 and over §15.4 on the subjects within its scope.

8.5 Present assignment of Derivative IP. To the extent any Derivative IP would otherwise vest in Customer — by operation of law, under any work-made-for-hire or commissioned-work doctrine, because Customer's use, Inputs, or Feedback contributed to it, or on any other basis — Customer hereby irrevocably and presently assigns to Company all right, title, and interest in and to that Derivative IP, effective automatically upon its creation and without further action or consideration.

9. Privacy and Data Processing

9.1 Privacy Policy at ellisiq.com/privacy. We are the controller for marketing-site visitors and Customer account/billing contacts, and the processor for the compliance data you place under your tenant. Where the Data Processing Addendum and these Terms conflict as to the processing of Customer Data, the DPA controls; this Privacy Policy is a notice, not a contracting instrument.

10. Suspension and Termination

10.1 By You. Cancel anytime; effective at the end of the paid monthly period. 10.2 By Us. Material breach, violation of §5 (Acceptable Use), or non-payment. 30 days' notice with pro rata refund for any discontinuation we initiate, paid within 30 days after the effective date of termination. 10.3 Effect. Customer Data deleted within 30 days of termination unless retention is required by law or export is requested. 10.4 Survival. Sections 4 (data), 6 (outputs/disclaimers), 8 (IP), 11 (Confidentiality), 12 (Warranties), 13 (Liability), 14 (Indemnification), 15 (General) survive.

11. Confidentiality

Treat all Customer Data as confidential information; standard confidentiality commitments; 5-year survival; trade-secret indefinite.

12. Warranties and Disclaimers

12.1 Limited Warranty. The Service performs substantially per documentation. Exclusive remedy: repair or pro rata refund.

12.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN §12.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT OUTPUTS WILL BE ACCURATE, COMPLETE, OR FIT FOR A LEGAL MATTER.

12.3 No Warranty Re Legal Outcome. We do not warrant that use of the Service will result in compliance with any Rule of Professional Conduct, bar-association guidance, or other regulatory requirement, or that any Output will be fit for a specific legal matter. Compliance depends on your own attorney review and professional judgment.

13. Limitation of Liability

13.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR ANY DAMAGES ARISING FROM A FAILED CONTRACT, DISQUALIFIED BID, REGULATORY ACTION, OR FCA PROCEEDING, EVEN IF ADVISED.

13.2 OUR TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE FEES YOU PAID US IN THE TWELVE MONTHS PRECEDING THE CLAIM.

13.3 No Liability for Bar-Rule or Malpractice Outcomes. We are not liable for: any malpractice claim, ethics complaint, or sanction arising from your use of the Service or any Output; loss of attorney-client privilege, work-product protection, or any other privilege protection; damages arising from your failure to comply with §7; or any finding, inquiry, investigation, or enforcement action by any state bar, disciplinary body, regulatory, administrative, or enforcement body of any kind. This carve-out is stated as broadly as possible and applies uniformly regardless of the specific statute, regulation, or regulatory or enforcement body involved; a party asserting that this carve-out does not apply to a particular claim, statute, or regulatory or enforcement body bears the burden of establishing that, rather than us bearing the burden of having disclaimed each one individually.

14. Indemnification

14.1 Stated in the contract you execute. These Terms govern the self-serve SaaS surface. Where your use of EllisIQ is under a countersigned engagement, both parties' indemnities are stated in full on the face of §7 of the Master Services Agreement ("7. Indemnification") together with its professional-responsibility schedule, the executed instruments you and Consultant sign. Those provisions govern; this §14 is a cross-reference and does not restate them.

14.2 No separate indemnity. These Terms state no indemnification obligation separate from, additional to, or narrower than SOW §7, and nothing in these Terms enlarges or limits it. Where these Terms refer to the §14 indemnity (§10.4 survival), the reference is to SOW §7.

15. General Provisions

15.1 Governing Law. Colorado. The United Nations Convention on Contracts for the International Sale of Goods ("CISG") does not apply. 15.2 Disputes. Binding arbitration via JAMS in Boulder County, CO. Each party waives any right to a jury trial and to participation in any class, collective, or representative proceeding. Either party may seek injunctive relief in court for §5, §6, §8, or §11 breaches. 15.3 Notices, Force Majeure, Entire Agreement, Modifications (30-day), Severability, No Waiver, Independent Contractors. Standard. Written notice under these Terms (email to the billing contact or in-product notice) is deemed given when sent or first displayed; any notice period runs from that date, and failure to read a notice does not extend it. 15.4 Assignment; Change of Control. You may not assign, delegate, or transfer these Terms, in whole or in part, whether by operation of law, merger, or change of control, without our prior written consent; any attempted assignment in violation of this sentence is void. We may, without your consent and without notice except as any applicable data-protection law requires, assign or transfer these Terms and all of our rights and obligations under them, in whole or in part, (a) to a successor or acquirer in connection with a merger, acquisition, or sale of substantially all of our business or assets, or (b) to an affiliate, subsidiary, or newly formed entity in connection with a corporate conversion, reorganization, or contribution or drop-down of assets undertaken to effect a sale, reorganization, or transfer of the specific business line or product to which these Terms relate. Upon such an assignment, all of our rights under these Terms pass to the assignee, the assignee assumes our obligations arising after the assignment, and your continued use of the Service constitutes acknowledgment of the assignee as "EllisIQ" going forward. A change in our ownership, control, equity holders, or entity form is not a breach of, default under, or ground to terminate, suspend, renegotiate, or re-price these Terms, and does not trigger any right of termination, consent, first refusal, most-favored-nation, audit, or refund on your part. This §15.4 controls over any contrary term in a Customer purchase order or procurement addendum.

15.5 Regional and Supplemental Terms. No jurisdiction-specific supplemental term applies today. Where a supplemental jurisdiction-specific term applies, it controls over a conflicting general term of these Terms for that jurisdiction only.

15.6 Order of precedence. This Schedule is incorporated into and forms part of the Master Services Agreement between Consultant and Client ("the Agreement"). This Schedule attaches only to an EllisIQ engagement with a law-firm Client (per the Agreement's order-of-precedence clause, this Schedule is part of "this Agreement and its applicable Schedule," ranking above the Agreement's general body on the professional-responsibility subject matter this Schedule covers, and below the signed SOW as to that SOW's own commercial terms). Capitalized terms not defined in this Schedule have the meaning given in the Agreement.

Contact

EllisIQ — Ellis Intelligence LLC Email: legal@ellisintel.com Address: 1500 N Grant St, Ste N, Denver, CO 80203, USA