Terms of Service

These Terms of Service (the “Terms”) constitute a legally binding agreement between you, whether acting individually or on behalf of an entity (“you” or “User”), and the operator of the website located at the URL through which these Terms are made available, together with its affiliates, successors, and assigns (the “Operator”, “we”, “us”, or “our”). By accessing the Site, uploading any file, submitting an electronic mail address, requesting Output, or otherwise availing yourself of any functionality made available hereunder (each, an act of “Use”), you irrevocably acknowledge that you have read, understood, and agreed to be bound by every provision of these Terms, without modification, qualification, or reservation.

If you do not unconditionally accept these Terms in their entirety, you must immediately discontinue all Use of the Service and refrain from uploading any Content. No course of dealing, no failure to enforce any right hereunder, and no informal communication between the parties shall be construed to modify, waive, or supersede the terms set forth herein.

In addition to terms defined elsewhere in this document, the following capitalized terms shall have the meanings set forth below; any term used in the singular shall include the plural, and vice versa, as the context requires:

“Content”

Any data, file, document, image, text, metadata, or other material — including, without limitation, PDF, OFX, QFX, and image-based bank or credit-card statements — that any User uploads, transmits, submits, or otherwise furnishes to the Service through any interface.

“Diagnostic Corpus”

The aggregated repository of Content, Extracted Data, parser telemetry, error traces, and associated metadata retained by the Operator and used exclusively for Diagnostic Purposes.

“Diagnostic Purposes”

The internal activities of debugging, regression testing, accuracy benchmarking, error analysis, performance measurement, parser tuning, heuristic development, model training, model evaluation, format coverage expansion, and other engineering work directed at improving the correctness, robustness, and coverage of the Service's statement-parsing functionality.

“Extracted Data”

Any structured representation derived by the Service from Content, including without limitation transaction rows, dates, amounts, descriptions, balances, account identifiers, currency codes, and inferred classifications.

“Output”

Any file or data product generated by the Service from Content and delivered (or made available for delivery) to the User, including CSV, XLSX, QBO, and OFX exports and any download links associated therewith.

“Service”

The Site, the parser, the email-delivery mechanism, the application programming interfaces (if any), and all software, infrastructure, and functionality made available by the Operator under these Terms, collectively.

“Site”

The web property through which these Terms are presented and through which the Service is made available, including all subdomains, paths, and successor properties.

The Service is offered solely to natural persons who have attained the age of majority in their jurisdiction of residence and who possess full legal capacity to enter into binding contracts. By Using the Service, you represent and warrant that (a) you are at least eighteen (18) years of age, (b) you have the full right, power, and authority to enter into these Terms and to perform your obligations hereunder, (c) where you are acting on behalf of an entity, you are duly authorized to bind such entity, and (d) your Use of the Service does not violate any applicable law, regulation, contract, fiduciary duty, or order to which you are subject.

The Operator does not knowingly permit the Service to be Used by any individual under the age of eighteen (18), and any such Use is strictly prohibited and shall constitute a material breach of these Terms.

4.1 No Fees. The Service is provided to you free of any monetary charge, subscription fee, license fee, or other pecuniary consideration. The Operator does not collect payment information, does not maintain billing accounts, and does not invoice Users for Use of the Service. Accordingly, provisions customarily found in consumer terms of service regarding purchases, billing cycles, free trials, fee changes, refunds, chargebacks, and renewal mechanics are inapplicable and are hereby expressly disclaimed as non-operative.

4.2 License as Sole Consideration. In lieu of monetary consideration, and as the sole and sufficient consideration flowing to the Operator in exchange for the provision of the Service, you grant to the Operator the rights and licenses set forth in Article 7 (Diagnostic License) below. You acknowledge and agree that (a) such license constitutes good, valuable, bargained-for, and adequate consideration; (b) the Service would not be made available to you on a no-charge basis but for the grant of such license; (c) you would not be entitled to Use the Service in the absence of such grant; and (d) the absence of monetary consideration shall not be invoked by you, in any forum, as a basis for arguing that any provision of these Terms is unconscionable, unsupported by consideration, illusory, or otherwise unenforceable.

4.3 Gratuitous Provision; Heightened Assumption of Risk. Because the Service is furnished without charge, you expressly assume the entirety of the risk associated with its Use, including without limitation the risk of parser error, data loss, data exposure, service unavailability, and discontinuation. The Operator owes you no duty of care beyond those duties that may not, as a matter of law, be disclaimed or limited by agreement, and any common-law duty otherwise implied by reason of the Operator's status as a service provider, bailee, gratuitous bailee, custodian, fiduciary, or otherwise is hereby expressly waived to the maximum extent permitted by applicable law. The standard of care applicable to the Operator hereunder shall be no greater than that applicable to a gratuitous service provider, and in no event shall encompass any obligation of ordinary care, reasonable care, professional care, or commercial reasonableness beyond what cannot be lawfully disclaimed.

4.4 Opt-Out Is Non-Use. The Diagnostic License is a non-negotiable element of the Service. There is no free-of-charge tier of the Service that does not include the Diagnostic License, and there is no mechanism by which you may use the Service while opting out of, limiting the scope of, or revoking the Diagnostic License. If you do not wish to grant the Diagnostic License, your sole and exclusive remedy is to refrain from uploading any Content and to discontinue Use of the Service.

5.1 General. The Service accepts Content uploaded by the User, applies proprietary and third-party parsing routines to such Content for the purpose of extracting tabular transaction data therefrom, and renders the resulting Extracted Data available to the User as Output in one or more of the supported export formats. Delivery of Output is ordinarily effected by the transmission of a download hyperlink to an electronic mail address supplied by the User at the time of Use.

5.2 Reservation. The Operator reserves the right, in its sole and absolute discretion and without prior notice, to modify, suspend, limit, throttle, gate, paywall (notwithstanding Article 4), discontinue, or otherwise alter any portion or feature of the Service, including without limitation supported file formats, processing throughput, file-size limits, retention periods, available export targets, and the email-delivery mechanism. The Operator shall have no liability to you or to any third party for any such modification, suspension, or discontinuation.

5.3 Beta Status; No Continuity Commitment. The Service is offered on an experimental, preview, beta, or evaluative basis. The Operator makes no commitment, and disclaims any implication, that the Service will (a) attain a generally available release, (b) continue to operate for any minimum period, (c) preserve any existing feature, format, or behavior across versions, (d) honor any user-facing convention indefinitely, or (e) provide migration paths, deprecation notices, or transitional support upon any change. The Operator may, without notice and without liability, cease operating the Service in whole or in part and may, in connection therewith, destroy or render permanently inaccessible any User-facing copy of Content and Output, while retaining the Diagnostic Corpus in accordance with Article 7.

5.4 No Service-Level Commitment. No service-level agreement, uptime guarantee, response-time commitment, throughput floor, latency ceiling, or availability promise of any kind shall be implied from the description set forth in this Article 5, from any statement made on the Site, or from any past performance of the Service. All availability and performance characteristics are provided on a best-efforts, no- commitment basis.

The Service does not require, and the Operator does not maintain, persistent user accounts, passwords, or authentication credentials. The Service may, however, require the submission of an electronic mail address (an “Email Identifier”) prior to the delivery of Output. You represent and warrant that any Email Identifier you submit is owned or lawfully controlled by you, that you are authorized to receive electronic communications at such address, and that the transmission of Output and related messages to such address will not contravene any applicable law, regulation, or contractual obligation.

By submitting an Email Identifier, you consent to the receipt of transactional electronic mail relating to your Use of the Service, including download links, verification messages, and operational notices. You may additionally be solicited, at the point of submission, to opt in to occasional product communications; any such opt-in shall be entirely voluntary and revocable at any time by means of the unsubscribe mechanism provided in each non-transactional message.

7.1 Grant of License.Subject to Section 7.4 below, you hereby grant to the Operator a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable, and sublicensable (through multiple tiers) license to host, store, reproduce, cache, transmit, display (internally), index, parse, process, analyze, evaluate, annotate, modify, adapt, translate, create derivative works of, and otherwise use, in any medium now known or hereafter devised, the Content and any Extracted Data derived therefrom, solely for Diagnostic Purposes (the “Diagnostic License”).

7.2 Scope of Diagnostic Purposes. Without limiting the generality of the foregoing, the Diagnostic License authorizes the Operator to: (a) retain Content and Extracted Data in the Diagnostic Corpus for such period as the Operator deems necessary for engineering objectives; (b) replay Content against current and future versions of the parser to measure regressions and improvements; (c) extract layout, typographic, and schematic features from Content to inform heuristic and model-based parsing strategies; (d) train, fine-tune, and evaluate machine-learning models on Content and Extracted Data; (e) generate and publish aggregated, de-identified statistical reports regarding parser accuracy, format coverage, and error rates, provided that no such report shall identify any individual User or reproduce any individual Content item in human-readable form; and (f) disclose Content to bona fide service providers, contractors, and consultants engaged by the Operator and bound by written confidentiality obligations no less protective than those customary in the industry.

7.3 Representations as to Content. You represent and warrant that (a) you are the owner of all right, title, and interest in and to the Content, or you are otherwise lawfully authorized to grant the Diagnostic License with respect thereto; (b) the Content does not infringe, misappropriate, or violate any patent, copyright, trademark, trade secret, right of privacy, right of publicity, or other intellectual-property or proprietary right of any third party; (c) the upload and processing of the Content does not contravene any confidentiality obligation, banking regulation, data-protection law, or contractual restriction binding upon you; and (d) you have caused, or are exempt from any obligation to cause, the redaction of personally identifying information appearing within the Content to the extent any such redaction would be required by applicable law as a precondition to the grant of the Diagnostic License.

7.4 Limitations on the Operator. Notwithstanding the breadth of the Diagnostic License, the Operator shall not: (a) sell or rent the Content, as such, to any third party; (b) publish any individual Content item in human-readable form to the general public; or (c) use the Content for the purpose of targeted advertising directed at the User from whom such Content was received. Nothing in this Section 7.4 shall be construed to restrict the Operator's use of Extracted Data, aggregated statistics, model parameters, or other derivative artifacts that do not, in isolation, permit the reconstruction of any individual Content item.

7.5 Survival. The Diagnostic License granted hereunder is perpetual and irrevocable with respect to Content received by the Operator prior to the effective date of any termination of these Terms, and shall survive any such termination, the cessation of the Service, and the dissolution of the Operator, inuring to the benefit of any successor or assign.

7.6 No Right of Withdrawal; No Deletion Right.You acknowledge and agree that, once Content has been submitted to the Service, you shall have no right (and the Operator shall be under no obligation), at law or in equity, to require the Operator to (a) cease using such Content for Diagnostic Purposes, (b) delete or expunge such Content or any Extracted Data from the Diagnostic Corpus, (c) recall, claw back, or unwind any use, derivative work, model parameter, embedding, fine-tuning artifact, statistical report, or other product derived from such Content, or (d) require the Operator to cease distribution of any model, parser, or software incorporating learning, weights, parameters, or improvements traceable, in whole or in part, to such Content. The foregoing applies notwithstanding any subsequent withdrawal of consent, termination of these Terms, or assertion of right under any data-protection, privacy, or consumer-protection regime, except to the extent any such right is non-waivable under mandatory applicable law.

7.7 Independent Controller; No Processor Relationship. With respect to all Content and Extracted Data, the Operator acts as an independent data controller (or analogous principal under any applicable data-protection regime) processing for its own legitimate engineering interests as described in these Terms, and not as a processor, service provider, sub-processor, business associate, or comparable intermediary acting on your behalf. Nothing in these Terms shall be construed to create a data-processing agreement, business-associate agreement, joint- controller arrangement, or comparable instrument, and the Operator declines to enter into any such instrument as a condition of the Service. You are solely responsible for (i) determining whether your submission of Content is lawful under any data-protection or banking regulation applicable to you, (ii) obtaining and maintaining any consent, authorization, or notice required for such submission and for the Operator's use of the Content for Diagnostic Purposes, (iii) responding to any data-subject or consumer-rights request directed to you in respect of the Content, and (iv) maintaining records sufficient to demonstrate your compliance with the foregoing.

7.8 Sanctions; Export Controls; Anti-Money- Laundering. You represent and warrant that (a) you are not, and are not acting on behalf of any person or entity that is, identified on any list of sanctioned, denied, debarred, or blocked persons maintained by the United States (including the Office of Foreign Assets Control), the United Nations, the European Union, the United Kingdom, or any other competent governmental authority; (b) you are not ordinarily resident in, and are not Using the Service from, any jurisdiction subject to comprehensive sanctions; (c) your Use of the Service and the submission of Content does not constitute, facilitate, or relate to money laundering, terrorism financing, tax evasion, market manipulation, securities fraud, or any other financial crime; and (d) you will not Use the Service to process Content obtained by unlawful means.

7.9 No Confidentiality Obligation. Except as expressly set forth in Section 7.4, the Operator undertakes no duty of confidentiality, secrecy, non-disclosure, or non-use with respect to Content, and no such duty shall be implied from these Terms, from the nature of the Service, from any non-disclosure legend appearing on or within any Content, or from any course of dealing. Any non-disclosure, confidentiality, or similar legend, notice, header, footer, watermark, or metadata appearing on or within Content is hereby expressly disclaimed and shall be of no force or effect as against the Operator.

8.1 Ownership; Reservation. As between you and the Operator, you shall own the Output generated from your Content, subject to the Operator's reservation of the Diagnostic License with respect to the underlying Content and Extracted Data. The Operator makes no representation, warranty, or guarantee that Output (i) is accurate, complete, or free of error; (ii) reflects every transaction, balance, fee, or other datum present in the Content; (iii) is suitable for any tax, accounting, regulatory, audit, legal, evidentiary, lending, or financial-decision purpose; or (iv) will be delivered within any particular time frame or at all.

8.2 User Validation Required. You assume sole responsibility for reviewing, validating, and reconciling Output against the underlying Content prior to any reliance thereon. The Operator shall have no liability for any decision, omission, filing, representation, or transaction undertaken by you or any third party in reliance upon Output. If you furnish Output to any third party (including, without limitation, an accountant, lender, regulator, court, counterparty, or auditor), you shall (a) clearly identify the Output as machine-generated and unverified by the Operator and (b) disclaim, on behalf of the Operator, any representation that the Operator stands behind the accuracy of the Output.

8.3 No Persistence Guarantee; User Backup Obligation. The Service is not a storage, archival, or backup service. The Operator may, at any time and without notice, delete, purge, expire, invalidate, or render inaccessible any Output, download hyperlink, processing artifact, or other User-facing data. Download hyperlinks may have short and undisclosed expiry windows. You are solely responsible for retaining your own copies of Content and Output, and the Operator shall have no obligation to regenerate, redeliver, restore, or recover any Output that has been deleted, expired, or otherwise rendered inaccessible. The foregoing shall in no way limit the Operator's continuing retention of Content and Extracted Data within the Diagnostic Corpus pursuant to Article 7.

You shall not, and shall not permit any third party acting on your behalf to:

1. Use the Service for any unlawful purpose, in furtherance of any criminal enterprise, or in violation of any applicable law, regulation, sanctions regime, or judicial order;
2. Upload Content that you are not lawfully entitled to upload, including Content the upload of which would breach a duty of confidentiality, a contractual restriction, a fiduciary obligation, or a data-protection law;
3. Use the Service to process Content belonging to a third party without that third party's informed consent, where such consent is required by law;
4. Attempt to probe, scan, reverse-engineer, decompile, disassemble, or otherwise derive the source code, algorithms, model weights, or trade secrets of the Service, except to the extent such restriction is prohibited by applicable law;
5. Introduce or attempt to introduce any virus, worm, trojan horse, ransomware, logic bomb, time bomb, or other malicious code into the Service;
6. Interfere with, disrupt, overload, flood, throttle, degrade, or impair the Service or the networks, servers, or infrastructure on which the Service operates, including by means of automated request generation in excess of rate limits posted or communicated by the Operator;
7. Circumvent or attempt to circumvent any access control, rate limit, authentication mechanism, or other technical measure employed by the Service;
8. Use any robot, spider, scraper, or other automated means to access the Service, except in compliance with any robots.txt file or written authorization issued by the Operator;
9. Frame, mirror, or otherwise misappropriate the visual presentation of the Service, or use the Service in any manner that creates a false or misleading impression of affiliation, sponsorship, or endorsement by the Operator;
10. Use the Service to develop, train, or benchmark any product or service that competes with the Service;
11. Use the Service in any manner that could reasonably be expected to subject the Operator to regulatory, supervisory, licensing, or registration obligations under any banking, money-transmission, payments, securities, tax, or consumer-finance regime, including by submitting Content on behalf of or relating to consumers in a manner that would cause the Operator to be deemed a consumer-reporting agency, financial institution, money-services business, or similar regulated entity;
12. Submit Content the disclosure of which to the Operator is restricted under any non-disclosure agreement, protective order, confidentiality undertaking, banking-secrecy law, attorney-client privilege, or comparable restriction binding upon you;
13. Make any public representation that the Operator endorses, sponsors, certifies, audits, verifies, or stands behind any Output, any User, or any third party; or
14. Encourage, assist, induce, conspire with, or solicit any third party to engage in any conduct prohibited by this Article 9.

As between you and the Operator, the Operator (or its licensors) shall retain all right, title, and interest in and to the Service, including all software, source code, object code, parsing algorithms, machine-learning models, model weights, training data, prompts, documentation, user interfaces, visual design, look and feel, trade dress, trademarks, service marks, logos, trade names, and all goodwill associated therewith, together with all patents, copyrights, trade secrets, and other intellectual-property rights subsisting in or relating to any of the foregoing. No right, title, or license is granted to you under these Terms, by implication, estoppel, exhaustion, or otherwise, except for the limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to access and Use the Service in accordance with these Terms.

You shall not use any of the Operator's trademarks, service marks, trade names, or logos in any manner, including in advertising, publicity, or domain names, without the prior written consent of the Operator, which consent may be withheld in the Operator's sole discretion.

You may, but are under no obligation to, submit suggestions, comments, ideas, bug reports, feature requests, or other feedback regarding the Service (collectively, “Feedback”). You hereby irrevocably assign to the Operator all right, title, and interest in and to all Feedback, including all intellectual-property rights therein, and waive any moral rights you may have in such Feedback to the maximum extent permitted by applicable law. The Operator shall be entitled to use, disclose, reproduce, license, and exploit any Feedback for any purpose, without attribution, compensation, or any obligation to you.

The Service may contain hyperlinks to, or interoperate with, websites, applications, or services operated by third parties (“Third-Party Properties”). The inclusion of any such hyperlink or integration shall not constitute an endorsement, sponsorship, or recommendation by the Operator. The Operator does not control, monitor, vet, or assume responsibility for the content, terms, privacy practices, security, or availability of any Third-Party Property, and your dealings with any Third-Party Property are solely between you and the operator thereof.

13.1 No Designated Agent.The Operator has not designated, and does not undertake to designate, an agent for the receipt of notifications of claimed infringement under the Digital Millennium Copyright Act, 17 U.S.C. § 512 (“DMCA”), or under any equivalent foreign statutory regime. The Operator does not represent that it qualifies for any statutory safe harbor predicated upon such designation and disclaims any obligation to establish or maintain the procedural infrastructure (including a registered agent, a public notification address, a counter-notice mechanism, or a repeat-infringer policy) contemplated by any such regime.

13.2 No Obligation to Investigate. The Operator shall be under no obligation to receive, investigate, acknowledge, or respond to any communication alleging that Content, Output, the Service, or any other material associated with the Service infringes, misappropriates, or violates the rights of any person. Any such communication transmitted to the Operator shall be deemed gratuitous, shall create no duty on the part of the Operator, and shall not constitute notice or knowledge for any purpose, including for purposes of any statute, common-law doctrine, or equitable principle predicating liability upon notice or knowledge.

13.3 Discretionary Removal. The Operator may, at any time and in its sole and absolute discretion, and without prior notice, remove, disable access to, or refuse to process any Content or Output the Operator believes, in its sole judgment, may infringe or otherwise give rise to a claim by any third party. No such action shall constitute (a) an admission of infringement, liability, or fault by the Operator or by any User, (b) a waiver of any right or defense, or (c) a course of dealing obligating the Operator to take comparable action in any other case.

13.4 Claimant's Sole Recourse. Any person asserting that Content or Output infringes its rights shall be remitted to such remedies as may be available against the User who submitted the Content, and shall have no claim, recourse, or remedy against the Operator in respect of such allegation. Your indemnification obligations under Article 17 expressly extend to any such claim.

14.1 Handling. Content submitted to the Service is handled in accordance with the practices described in these Terms and any privacy notice published by the Operator and incorporated herein by reference. You acknowledge that, by reason of the Diagnostic License, the Operator may retain Content within the Diagnostic Corpus for the periods and to the extent contemplated by Article 7. In the event of any conflict between these Terms and any published privacy notice, these Terms shall control with respect to the existence, scope, and irrevocability of the Diagnostic License.

14.2 Excluded Categories. The Service is not designed or intended for the storage or processing of categories of data subject to heightened regulatory regimes, including without limitation (a) protected health information governed by the Health Insurance Portability and Accountability Act of 1996, as amended; (b) cardholder data within the scope of the Payment Card Industry Data Security Standard; (c) personal information of children under the age of thirteen (13) subject to the Children's Online Privacy Protection Act; (d) classified, controlled-unclassified, or export-controlled information; (e) attorney-client privileged communications; or (f) trade secrets the disclosure of which would compromise legally protected proprietary status. The Operator expressly disclaims any role as a covered entity, business associate, processor, service provider, sub-processor, or comparable intermediary under any such regime, and you shall not submit any data within any such excluded category through the Service.

14.3 Data-Subject Requests. The Operator's status as an independent controller pursuant to Section 7.7 means that any request for access, deletion, correction, portability, restriction, objection, or comparable relief asserted by any data subject in respect of Content shall be processed, if at all, against the Operator's own legitimate interest in maintaining the Diagnostic Corpus, and the Operator may, to the maximum extent permitted by applicable law, decline any such request that would impair the integrity, completeness, or utility of the Diagnostic Corpus.

The service, the site, all output, the diagnostic corpus, and any related materials are furnished to you strictly on an “as is”, “as available”, and “with all faults” basis, without warranty of any kind, whether express, implied, statutory, or otherwise. To the maximum extent permitted by applicable law, the operator, on behalf of itself and its affiliates, officers, directors, employees, agents, licensors, and service providers, disclaims all warranties and conditions, including without limitation any warranty of merchantability, fitness for a particular purpose, accuracy, completeness, title, non-infringement, quiet enjoyment, system integration, freedom from defect, freedom from malicious code, uninterrupted operation, or that any defect will be corrected.

Without limiting the foregoing, the operator makes no representation or warranty that the service will meet your requirements, that output will be accurate or complete, that the service will operate without interruption or error, or that any data transmitted to or stored by the service will not be lost, corrupted, intercepted, or disclosed. You acknowledge that the operator is not a financial institution, a bookkeeper, a tax preparer, an auditor, or a lender, and that nothing furnished by the service constitutes financial, accounting, tax, legal, or investment advice.

You acknowledge that the disclaimers set forth in this article 15 reflect an allocation of risk between the parties that is fundamental to the bargain memorialized in these terms, that the operator would not make the service available on a no-charge basis in the absence of such disclaimers, and that such disclaimers shall survive the failure of essential purpose of any limited or exclusive remedy.

16.1 Exclusion of Indirect Damages. To the maximum extent permitted by applicable law, in no event shall the operator or any of its affiliates, officers, directors, employees, agents, licensors, or service providers be liable to you or to any third party for any indirect, incidental, special, exemplary, punitive, consequential, statutory-multiple, or treble damages whatsoever, including without limitation damages for lost profits, lost revenue, lost savings, lost business opportunity, loss of goodwill, loss or corruption of data, business interruption, regulatory penalties, costs of investigation or remediation, breach-notification costs, identity-monitoring costs, or cost of substitute goods or services, arising out of or in connection with these terms or the use of, or inability to use, the service, whether based on contract, tort (including negligence and gross negligence to the maximum extent waivable), quasi-contract, restitution, unjust enrichment, strict liability, product liability, statute, or any other legal theory, and whether or not the operator has been advised of, or reasonably could have foreseen, the possibility of such damages.

16.2 Aggregate Cap. In recognition of the fact that the service is provided free of monetary consideration, you agree that the aggregate liability of the operator and its affiliates, officers, directors, employees, agents, licensors, and service providers, arising out of or in connection with these terms or the service, shall in no event exceed the greater of (a) fifty United States dollars (us$50.00) and (b) the aggregate amount, if any, paid by you to the operator in the twelve (12) months immediately preceding the event giving rise to the claim, which amount under clause (b) the parties acknowledge shall, with respect to the service as currently constituted, equal zero. You acknowledge that the foregoing cap is a fair and reasonable allocation of risk given the absence of fees, that the operator would not make the service available in the absence of such cap, and that the cap shall apply notwithstanding the failure of essential purpose of any limited or exclusive remedy.

16.3 General Release.You hereby irrevocably release, waive, acquit, and forever discharge the operator and its affiliates, officers, directors, employees, agents, licensors, and service providers from any and all claims, demands, actions, causes of action, suits, debts, accounts, damages, judgments, and liabilities of every kind and character, whether known or unknown, suspected or unsuspected, accrued or unaccrued, that you ever had, now have, or hereafter may have arising out of or relating to the service, the content, the diagnostic corpus, or these terms, other than (i) claims arising from the operator's willful misconduct or fraud and (ii) liabilities that may not, as a matter of law, be released. If you are a resident of california, you expressly waive the benefits of section 1542 of the california civil code, which provides: “a general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” You waive any analogous protection afforded by the law of any other jurisdiction.

16.4 One-Year Limitations Period. Any claim or cause of action arising out of or relating to these terms or the service must be commenced within one (1) year after the cause of action accrues; otherwise, the claim or cause of action is permanently barred. To the extent applicable law prohibits a contractual shortening of the limitations period below the statutory minimum, the limitations period shall be the shortest period permitted by such law.

16.5 Jury Trial Waiver. Each party hereby irrevocably waives, to the maximum extent permitted by applicable law, any right to a trial by jury in any action, proceeding, or counterclaim arising out of or relating to these terms or the service. Each party acknowledges that this waiver is a material inducement to the other party to enter into these terms.

16.6 Basis of the Bargain; Mandatory Carve-Out.You acknowledge that the limitations and waivers set forth in this Article 16 are an essential basis of the bargain between the parties and would be allocated differently if the Service were not provided without charge. Some jurisdictions do not allow the exclusion or limitation of certain damages or the waiver of certain rights; the provisions of Articles 15 and 16 shall apply to the maximum extent permitted by applicable law and shall not apply to liabilities or rights that cannot be excluded, limited, or waived as a matter of law, but in no event shall any unenforceable portion of this Article be read to expand the Operator's liability beyond what is strictly mandated by such law.

17.1 Scope.You shall defend, indemnify, and hold harmless the Operator and its affiliates, officers, directors, employees, agents, licensors, and service providers (collectively, the “Indemnitees”) from and against any and all claims, demands, actions, suits, proceedings, investigations, losses, damages, liabilities, settlements, judgments, fines, penalties, taxes, assessments, interest, costs, and expenses (including reasonable attorneys', expert, and consultants' fees and disbursements) (collectively, “Losses”) arising out of or in connection with: (a) your breach or alleged breach of these Terms or of any representation, warranty, or covenant made by you hereunder; (b) your Use or misuse of the Service; (c) any Content you upload or transmit, including any allegation that the same, or any use thereof by the Operator for Diagnostic Purposes, infringes, misappropriates, or violates the rights of any third party (including any intellectual- property, privacy, publicity, or confidentiality right); (d) your violation of any applicable law, regulation, judicial order, or industry standard; (e) your violation of any right of any third party, including any joint account holder or other person whose data appears within any Content; (f) any gross negligence or willful misconduct on your part; or (g) any tax, regulatory, or licensing characterization imposed upon the Operator as a consequence of your Use.

17.2 Defense Procedures. The Operator may, in its sole discretion, (i) tender the defense of any indemnifiable matter to you, in which case you shall promptly assume defense with counsel reasonably acceptable to the Operator; or (ii) elect to assume and control the defense of any such matter at your sole cost and expense, in which case you shall fully cooperate. In either case, you shall not settle, compromise, or consent to the entry of any judgment in respect of any indemnifiable matter without the Operator's prior written consent, which may be withheld in the Operator's sole discretion if the proposed resolution (A) does not include a full release of the Indemnitees, (B) imposes any non-monetary obligation upon any Indemnitee, (C) includes any admission of fault, liability, or wrongdoing on the part of any Indemnitee, or (D) is, in the Operator's reasonable judgment, prejudicial to the Operator's reputation, ongoing operations, or legal posture. You shall pay all indemnifiable Losses on a current basis as incurred, without requiring the Operator to first establish liability or exhaust other remedies.

17.3 Attorneys' Fees and Costs. In any action brought to enforce these Terms, or arising out of or relating to these Terms or the Service, in which the Operator prevails in whole or in substantial part, the Operator shall be entitled to recover from you all reasonable attorneys' fees, expert fees, court costs, and other expenses of litigation or arbitration, including those incurred on appeal and in collection. The foregoing entitlement is in addition to, and not in lieu of, the indemnification obligations set forth in Sections 17.1 and 17.2.

18.1 Operator's Right. The Operator may, at any time and for any reason or no reason, with or without notice, with or without cause, and in its sole and absolute discretion, suspend, restrict, throttle, rate-limit, block, ban, or terminate your access to the Service or any portion thereof, and may remove, delete, quarantine, refuse to process, or refuse to deliver Output in respect of any Content. The Operator may, in furtherance of the foregoing, deploy fingerprinting, IP-blocking, email-blocking, or other technical measures, and may share information regarding suspected abusive Use with law enforcement, regulators, or third-party security providers.

18.2 No Liability for Termination. The Operator shall have no liability whatsoever to you or to any third party for any suspension, restriction, or termination undertaken pursuant to Section 18.1, and you waive any claim arising therefrom, including any claim for lost data, lost Output, lost opportunity, business interruption, or reputational harm.

18.3 User Termination. You may terminate these Terms at any time by ceasing all Use of the Service. Such termination shall not (a) require the Operator to delete Content from the Diagnostic Corpus, (b) terminate the Diagnostic License, or (c) discharge any obligation that, by its terms or nature, is intended to survive termination.

18.4 Survival. The following provisions shall survive any termination or expiration of these Terms: Article 2 (Definitions), Article 4 (No Monetary Consideration), Article 7 (Diagnostic License), Article 8 (Output; No Warranty as to Accuracy), Article 10 (Intellectual Property of the Operator), Article 11 (Feedback), Article 14 (Privacy), Article 15 (Disclaimer of Warranties), Article 16 (Limitation of Liability; Release; Waivers), Article 17 (Indemnification), this Article 18, and Articles 20 through 28.

The Operator reserves the right, at any time and from time to time, to modify, suspend, or discontinue, temporarily or permanently, the Service or any feature or component thereof, with or without notice. The Operator shall not be liable to you or to any third party for any such modification, suspension, or discontinuance.

The Operator may revise these Terms from time to time by posting a revised version on the Site, accompanied by an updated effective date. Any such revision shall become binding upon you upon the earlier of (a) your continued Use of the Service following the posting of the revised Terms and (b) the thirtieth (30th) day following such posting. It is your responsibility to review these Terms periodically. If any revision is unacceptable to you, your sole and exclusive remedy is to discontinue all Use of the Service.

These Terms, and any non-contractual obligations arising out of or in connection with these Terms, shall be governed by and construed in accordance with the substantive laws of the State of Delaware, United States of America, without giving effect to any choice-of-law or conflict-of-laws principle that would result in the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

Subject to Article 22, you irrevocably submit to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, for the adjudication of any dispute arising out of or relating to these Terms or the Service, and you waive any objection to such venue on the grounds of forum non conveniens or otherwise.

22.1 Informal Negotiation; Arbitration.The parties shall use good-faith efforts to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Service (“Dispute”) through informal negotiation. Any Dispute not resolved within sixty (60) days of written notice thereof shall, at the election of either party, be finally resolved by binding individual arbitration administered under the rules of a recognized arbitral institution mutually agreed upon by the parties or, failing such agreement, selected by the Operator. The arbitrator shall apply the governing law specified in Article 21, shall have no authority to award any relief inconsistent with these Terms, and shall have no authority to award class, collective, or representative relief.

22.2 Class Action Waiver. You and the operator each waive any right to participate in a class, collective, consolidated, mass-action, coordinated, or representative proceeding, or to act as or be represented by a private attorney general, with respect to any dispute. Disputes shall be resolved on an individual basis only. If this section 22.2 is held unenforceable as to any particular claim, that claim shall be severed from any arbitration and litigated in the courts identified in article 21, while all other claims shall remain in arbitration on an individual basis.

22.3 Equitable Relief; No Bond. Notwithstanding anything to the contrary in this Article 22, the Operator may, at its sole election, seek temporary, preliminary, and permanent injunctive relief, specific performance, or other equitable relief from any court of competent jurisdiction in respect of (a) actual or threatened infringement, misappropriation, or violation of the Operator's intellectual-property rights, (b) actual or threatened breach of Articles 7, 9, 10, or 11, (c) actual or threatened unauthorized access to or interference with the Service, or (d) any matter as to which monetary damages would be inadequate, without the necessity of posting a bond or other security, and without prejudice to the Operator's right to elect arbitration of related claims for damages. You hereby consent to the entry of such equitable relief and waive any defense based on the adequacy of legal remedies, the necessity of a bond, or the availability of arbitration.

22.4 Pre-Arbitration Notice. If, at the time a Dispute arises, the Operator has published a contact channel on the Site for the receipt of legal notices, you shall, prior to initiating any arbitration, provide the Operator with written notice through such channel describing the Dispute in reasonable detail and proposing a resolution, and compliance therewith shall be a condition precedent to any arbitration. The absence of any such published channel shall not entitle you to any procedural advantage, shall not be construed as a waiver by the Operator of any provision of this Article 22, and shall not relieve you of the obligation to attempt good-faith informal resolution to the extent practicable.

The Operator shall not be liable for any failure or delay in the performance of its obligations hereunder to the extent such failure or delay is caused by circumstances beyond its reasonable control, including without limitation acts of God, natural disasters, war, terrorism, civil unrest, governmental action, labor disputes, embargoes, internet or telecommunications failures, denial-of-service attacks, third-party infrastructure outages, or pandemics.

You may not assign, delegate, or otherwise transfer these Terms or any of your rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of the Operator, and any purported assignment in violation of the foregoing shall be null and void ab initio. The Operator may freely assign, delegate, or transfer these Terms, in whole or in part, without notice to or consent from you. These Terms shall bind and inure to the benefit of the parties and their respective permitted successors and assigns.

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to render it valid, legal, and enforceable, or, if such modification is not feasible, shall be severed from these Terms, and the remaining provisions shall continue in full force and effect. No failure or delay on the part of the Operator in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any further exercise thereof. These Terms are for the benefit of the parties hereto only and confer no rights upon any third party, except that the Indemnitees shall be intended third-party beneficiaries of Article 17.

26.1 Integration. These Terms, together with any document expressly incorporated by reference herein, constitute the entire agreement between you and the Operator with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, proposals, negotiations, understandings, and agreements, whether oral or written, with respect thereto.

26.2 No Reliance. You acknowledge that, in entering into these Terms and Using the Service, you have not relied upon any representation, warranty, promise, projection, statement, advertisement, marketing material, blog post, social-media post, video, demonstration, or other communication of any kind not expressly set forth in these Terms. You waive any claim for fraudulent inducement, negligent misrepresentation, or comparable theory based on any such extrinsic communication, except in respect of fraud committed with actual intent to deceive.

26.3 Construction.Headings are inserted for convenience only and shall not affect the construction of these Terms. The words “include”, “includes”, and “including” shall be deemed to be followed by the phrase “without limitation”. The words “shall” and “will” are mandatory and not permissive. Ambiguities shall not be construed against the drafter, and you waive any rule of construction, including the doctrine of contra proferentem, that would have such effect. References to statutes, regulations, and rules include all amendments, restatements, and successor provisions thereto.

27.1 No Published Contact Channel. The Operator has not published, and is under no obligation to publish, any electronic-mail address, mailing address, telephone number, contact form, ticketing system, or other channel through which Users, claimants, or third parties may communicate with the Operator. Any communication transmitted to the Operator in the absence of a contact channel expressly designated by the Operator for the purpose in question (a) shall be of no legal effect, (b) shall not constitute notice or knowledge for any purpose under these Terms, any statute, or any common-law doctrine, and (c) shall create no obligation on the part of the Operator to receive, read, acknowledge, or act upon it.

27.2 Notices from the Operator. The Operator may give notice to you, at its sole election, by (i) electronic mail to the most recent Email Identifier you have furnished in connection with Use of the Service, (ii) posting a notice on the Site or on any successor property, (iii) in-product messaging, or (iv) any other means the Operator reasonably elects. Any such notice shall be deemed given upon dispatch or upon posting, as applicable, regardless of whether actually received or read by you. You waive any right to insist upon a particular form, channel, or proof of delivery of notice from the Operator.

27.3 Notices to the Operator. Any purported notice to the Operator shall be ineffective unless and until (a) the Operator publishes on the Site a notice address expressly designated for the receipt of legal notices of the type in question and (b) the notice is delivered in writing to such address in strict compliance with any procedural requirements published therewith. The Operator may, at any time and in its sole discretion, designate, withdraw, or modify any such address, and any change shall be effective upon posting. The Operator's failure to publish, or withdrawal of, any notice address shall not (i) prejudice any of the Operator's rights, (ii) toll any limitations period running against you, (iii) excuse any obligation of yours, or (iv) create any affirmative duty of communication or accessibility on the Operator's part.

27.4 No Support Obligation. The Operator has no obligation to provide, and does not provide, technical support, customer service, account assistance, troubleshooting, training, documentation maintenance, error correction, bug fixes (other than such corrections, if any, as the Operator may elect to undertake in furtherance of its own Diagnostic Purposes), or response to any inquiry, complaint, feature request, or other communication, whether or not received. The Service is furnished without any implied undertaking of customer-facing service or support, and no such undertaking shall be inferred from any past responsiveness, individual interaction, or informal communication by any agent, contractor, or representative of the Operator.

27.5 No Relationship Beyond These Terms.Nothing in these Terms, and nothing in any communication between you and the Operator or any of its personnel, shall be construed to create any agency, partnership, joint venture, employment, fiduciary, advisory, custodial, bailment, escrow, trust, professional, or other relationship between you and the Operator, other than the limited contractual relationship expressly memorialized herein.

You acknowledge and represent that (a) you have read these Terms in their entirety, that you understand them, and that you agree to be bound by them; (b) the grant of the Diagnostic License under Article 7 constitutes the bargained-for consideration for the Service, that the Service is provided without monetary charge in reliance upon such grant, and that the Operator would not make the Service available to you in the absence of such grant; (c) you have had a fair and reasonable opportunity to review these Terms with counsel of your choosing and have either done so or knowingly elected to forgo such review; (d) you are entering into these Terms freely, knowingly, and without duress, undue influence, or reliance on any extrinsic communication; (e) the allocations of risk embodied in Articles 4, 7, 8, 15, 16, 17, and 22 are an essential basis of the bargain and would be allocated differently if the Service were not provided without charge; and (f) you waive any defense to enforcement of these Terms premised on the absence of monetary consideration, the standardized nature of these Terms, the manner of their presentation, or the speed with which the Service can be initiated.