Terms of Service

Effective Date: July 4, 2026

Last Updated: October 14, 2026

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE ACCESSING OR USING THE SERVICE. THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND THE COMPANY.

These Terms of Service (this “Agreement”) are a binding legal contract between Timeless Technology Inc., a Delaware corporation (“Company”, “we”, or “us”) and the individual or legal entity accessing or using the Services (“User”, “Customer”, or “you”).

This Agreement governs your subscription to and use of the DeeLexy AI-powered professional workbench, including all case-centric workflows, document ingestion, analysis tools, research interfaces, and any associated software, APIs, or documentation provided by the Company (collectively, the “Services”). Your access to the Company’s public informational website is governed separately by the Terms of Use. If any explicit conflict arises between this Agreement and the Terms of Use regarding your operational use of the Services, this Agreement shall control.

By clicking “I agree,” “Create Account,” “Sign Up,” or by otherwise accessing, purchasing, or using the Services, you represent and warrant that you have read, understood, and agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company, law firm, or other legal entity, you represent and warrant that you have the legal authority to bind that entity to this Agreement. If you do not possess such authority, or if you do not agree with these terms, you must not accept this Agreement and are strictly prohibited from accessing or using the Services.

1.

Services and Access Rights

1.1.

Provision of Services. Subject to your compliance with this Agreement and the timely payment of all applicable Fees, the Company grants you a non-exclusive, non-transferable, non-sublicensable, revocable, and limited right to access and use the Services during the applicable Subscription term solely for your personal, internal business, or professional purposes.

1.2.

Feature Descriptions and Availability. Descriptions of features, including but not limited to AI-powered legal research, intelligent document analysis, and matter-based workflows, are provided primarily for marketing purposes on the Company’s public website. The Company reserves the right to modify, update, suspend, or discontinue any aspect or specific functionality of the Services at any time without prior notice or liability.

1.3.

Features Under Development (“AS IS” Disclaimer). You acknowledge and agree that certain tools, functionalities, or features within the Services may be designated as “Beta,” “Experimental,” or otherwise marked as under active development. Notwithstanding anything to the contrary in this Agreement, any such functions under development are provided strictly on an “AS IS” and “AS AVAILABLE” basis, without warranties of any kind. Your use of features under development is entirely at your own risk.

1.4.

Operational Modifications. The Company does not guarantee that any specific function or capability previewed in marketing materials will remain uninterrupted or unchanged. Access to the Services depends on third-party infrastructure and cloud service providers; therefore, temporary downtime or performance fluctuations may occur.

1.5.

Technology and Generation Discretion. The Services are powered by an array of AI Models, which may include both proprietary machine learning architectures developed by the Company and models hosted or provided by third-party infrastructure partners. The Company reserves the right, in its sole discretion, to route queries through different models or to decline to process any specific Input or generate any specific Output if the request triggers system rate limits, content moderation filters, or technical constraints.

1.6.

Customer-Configured External Models (Bring Your Own LLM). The Company may, in its sole discretion and as an upcoming enterprise feature, permit Customers to integrate and connect their own organization-hosted or proprietary third-party large language models via customer-provided API endpoints within their Account profile (“BYO-LLM Features”). Where a Customer utilizes BYO-LLM Features, the Customer explicitly acknowledges and agrees that: (a) DeeLexy operates merely as a technical conduit displaying interface outputs; (b) the Company exercises no operational control over, and shall bear zero legal liability for, the data retention, training policies, compliance, or security practices enforced by such customer-configured models; and (c) Customer shall fully indemnify and hold the Company harmless from any third-party claims arising out of data leaks or regulatory breaches originating from the Customer’s connected AI endpoints.

2.

Intellectual Property and Content

2.1.

User Content and Inputs. You retain all ownership, rights, title, and interest in and to any documents, text, queries, prompts, data, or other materials you upload, submit, or otherwise process through the Services (collectively, “Input”). You represent and warrant that you possess all necessary rights, licenses, consents, and permissions to provide and upload the Input to the Services, and that doing so does not violate any third-party intellectual property, privacy, or confidentiality obligations.

2.2.

License to Company. By submitting Input to the Services, you grant the Company a worldwide, royalty-free, non-exclusive, fully paid-up, limited license to host, store, process, replicate, and transmit the Input solely as necessary to provide, maintain, support, protect, and optimize the Services for you. The Company shall ensure strict isolation of your Input to prevent cross-contamination or unauthorized access by other users or third parties.

2.3.

AI-Generated Output. Subject to your full compliance with this Agreement and timely payment of all applicable fees, the Company hereby assigns and transfers to you all its right, title, and interest (if any) in and to the text, analyses, summaries, or other generated responses returned to you by the platform’s artificial intelligence models based on your Input (collectively, “Output”). You acknowledge that due to the nature of machine learning, Output may not be unique across different users, and the Services may generate identical or similar responses for third parties based on different inputs.

2.4.

Company Ownership. Except for the limited access rights granted under Section 1.1 and the assignment of Output under Section 2.3, the Company and its licensors retain all right, title, and interest, including all worldwide intellectual property rights, in and to the Services, the Platform, underlying large language models, proprietary algorithms, vector databases, prompt engineering templates, source code, user interfaces, documentation, and all modifications, updates, or derivatives thereof. No implied licenses are granted under this Agreement.

2.5.

Prohibited Training and Restrictions. You are strictly prohibited from using the Services, including any Output, to build, train, fine-tune, test, validate, or improve any artificial intelligence models, machine learning algorithms, or competing software services. You shall not, and shall not permit any third party to, reverse-engineer, decompile, disassemble, scrape, crawl, extract, or otherwise attempt to derive the source code, prompts, or training methodologies of the Services.

2.6.

Open Source Architecture and IP Compliance. Certain baseline frameworks or architectural modules utilized within the Platform may originate from or interact with open-source software repositories distributed under standard permissive licenses (including, but not limited to, MIT, Apache 2.0, or ISC licenses). The Company operates the Platform in utmost good faith and compliance with all applicable third-party licenses. Any technical intersections, UI similarities, or behavioral coincidences with existing public repositories are entirely unintentional; in the event of any verified accidental intersection, the Company is committed to resolving and patching such structural matters promptly and cooperatively.

3.

Fees, Subscriptions, AI Usage, Plan Changes, and Payments

3.1.

Subscription Fees. To access and use the Services, you agree to pay all applicable Fees specified in the Platform’s checkout interface, an applicable order form, or the Company’s current pricing documentation. Except as expressly stated in this Agreement, displayed in the Platform, or required by applicable law, all payment obligations are non-cancelable and Fees paid are non-refundable.

3.2.

Subscription Plans and AI Usage. Each Subscription Plan includes the features and, where applicable, the amount of AI Usage specified for that plan in the Platform, at checkout, or in applicable pricing documentation. For a Paid Plan, the included AI Usage is made available for the applicable Billing Cycle. A Free Plan may include a one-time introductory amount of AI Usage; unless the Company expressly states otherwise, that introductory AI Usage does not refresh on a recurring basis and is not reinstated solely because an Account later returns to a Free Plan after a Paid Plan.

AI Usage is consumption-based and is not a fixed number of requests. The amount consumed by a task may vary depending on the nature, complexity, scope, amount of data processed, and functionality reasonably required to perform the task. The Company may use internal metering methods to calculate consumption, but those internal metrics are not sold to you as separate assets and need not be displayed in the Platform. The Platform may display your remaining AI Usage as a percentage or another usage indicator. AI Usage is not money, stored value, a cash balance, a gift card, electronic money, a digital asset, or a user wallet, and it has no cash value.

3.3.

Additional AI Usage (Top-Ups). While a Paid Plan is active, the Platform may allow you to purchase additional AI Usage (a "Top-Up"). A Top-Up may be purchased before or after the AI Usage included in your Paid Plan has been exhausted, if the option is available in the Platform. Top-Ups are billed immediately at the time of purchase, are consumed after the AI Usage included in your Paid Plan, and remain available until fully consumed or until twelve (12) months after the date of purchase, whichever occurs first, including after your Paid Plan ends. The twelve-month period is a maximum, not a guaranteed period of use: a Top-Up consumed before then ends when it is consumed. A Top-Up is a separately paid right to use the Services within its AI Usage, with its own term: it does not depend on the Billing Cycle, renewal, change, or termination of your Paid Plan. Once purchased, the granted amount remains fixed and is not recalculated because you later change Subscription Plans. A Top-Up increases available AI Usage only and does not, by itself, unlock features, modes, model access, or other capabilities that are not included in your current Subscription Plan.

3.4.

Expiration of AI Usage and Top-Ups. Any unused AI Usage included in a Paid Plan expires at the end of the then-current Billing Cycle and does not roll over to a subsequent Billing Cycle. Any unused portion of a Top-Up expires twelve (12) months after its purchase; a Top-Up fully consumed earlier ends when it is consumed. Unused AI Usage and unused Top-Ups do not entitle you to any refund, credit, extension, compensation, or cash equivalent, except where required by applicable law or expressly stated in the Platform. Any expiration or duration applicable to introductory AI Usage under a Free Plan will be stated in the Platform or applicable offer.

3.5.

Plan Upgrades. If you upgrade from a lower Paid Plan to a higher Paid Plan during an active Billing Cycle, the upgrade will take effect immediately after successful payment. Unless otherwise stated in the Platform, your current Billing Cycle end date will not change. The amount due at the time of upgrade will be calculated by taking into account the Fees already paid for the current Billing Cycle, the remaining portion of the current Billing Cycle, the new Paid Plan, and other parameters displayed to you before confirmation. An upgrade is a modification of your existing Subscription and does not create a second Subscription.

3.6.

AI Usage on Upgrade. When you upgrade during an active Billing Cycle, you receive, upon successful payment, additional AI Usage equal to the difference between the AI Usage of the new and the previous Paid Plan, prorated for the remaining portion of the Billing Cycle; the amount is displayed to you before confirmation. Upgrading does not reset or restore previously consumed AI Usage, and the full AI Usage of the new Paid Plan applies from the next Billing Cycle. Any Top-Up purchased before the upgrade remains available in the amount originally granted and is not increased, multiplied, or otherwise re-valued solely because you upgraded to a higher Paid Plan. If the recalculation results in no remaining available AI Usage, the Platform may show your remaining AI Usage as zero.

3.6A. How AI Usage Is Consumed. A request is accepted only if your available AI Usage covers its maximum estimated cost, determined by the Platform from the selected answer depth and your content; otherwise the request is not accepted and no AI Usage is consumed. An accepted request consumes AI Usage equal to the actual cost of the processing performed. An accepted request is completed even if its actual cost exceeds your remaining AI Usage; the Company may, at its discretion, waive any such excess. If processing fails for reasons on the Company's side, no AI Usage is consumed; if you stop processing, only the work already performed is consumed. The same rules apply to processing large documents for search.

3.7.

Plan Downgrades. If you downgrade from a higher Paid Plan to a lower Paid Plan, or switch from a Paid Plan to a Free Plan, the downgrade will take effect at the end of the then-current paid Billing Cycle, unless expressly stated otherwise in the Platform. You will retain access to your current Paid Plan until the end of the paid Billing Cycle. No payment is due at the time of scheduling a downgrade, and no refund or credit will be provided for the remaining portion of the current Billing Cycle, except where required by applicable law or expressly stated in this Agreement. Returning to a Free Plan after a Paid Plan does not reset, renew, or reinstate any one-time introductory AI Usage previously granted to the Account unless the Company expressly states otherwise.

3.8.

No Stored Credit Balance. The Platform does not provide a stored user balance, wallet, or cash-equivalent credit account for subscription changes. Any calculation that accounts for Fees already paid during the current billing cycle is used solely to determine the amount due for an upgrade or other transaction. It does not create a withdrawable, transferable, refundable, or separately usable balance.

3.9.

Continuous Subscription Status. The purchase of Top-Ups does not disrupt, pause, cancel, extend, or otherwise alter the expiration date, renewal schedule, Billing Cycle, or recurring billing parameters of your underlying Subscription Plan. Top-Ups do not create a separate Subscription and do not automatically renew.

3.10.

Billing, Invoicing, and Taxes. Fees will be billed in advance on the recurring schedule specified for your selected Subscription Plan at checkout, in the Platform, or in an applicable order form. You must provide the Company or its third-party payment processor with valid, accurate, and authorized credit card or other accepted payment credentials. By providing such information, you authorize the Company and its payment processor to charge all applicable Fees, including recurring subscription Fees, upgrade charges, and Top-Ups, to your designated payment method. To support automated renewals and ad-hoc purchases, you authorize the Company and its payment processor to store secure, non-sensitive payment identifiers and tokens generated by the payment processor. You are solely responsible for any applicable sales, use, value-added, withholding, or other taxes associated with your purchase of the Services, excluding taxes based on the Company’s net income.

3.11.

Automatic Renewal. YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH BILLING CYCLE UNTIL YOU CANCEL IT. You may cancel your Subscription at any time through your account’s billing settings or any other cancellation method made available by the Company. To avoid being charged for the next Billing Cycle, you must cancel your Subscription before the next scheduled renewal date. The Company will not require you to contact support as the exclusive method of cancellation where self-service cancellation is available in your account. Upon cancellation, your access to the paid Services will continue until the end of your current paid Billing Cycle, after which your account will downgrade to the applicable Free Plan or otherwise lose access to paid features, depending on the Services then available. A return to a Free Plan does not reset, renew, or reinstate any one-time introductory AI Usage previously granted to the Account unless the Company expressly states otherwise.

3.12.

Price and Plan Modifications. The Company reserves the right to modify its Fees, subscription pricing structures, plan features, and the amount of AI Usage included in Subscription Plans. Any change to Fees, or any material reduction in the amount of AI Usage included in a Paid Plan, will apply prospectively to subsequent Billing Cycles and will become effective no sooner than thirty (30) days following notice to you, which may be sent by email or prominently posted within the Platform interface. Such changes will not retroactively reduce the AI Usage already included in your then-current paid Billing Cycle. Your continued use of the Services after the applicable change takes effect constitutes your acceptance of the updated terms, unless you cancel before the change applies.

3.13.

Overdue Charges and Suspension. If the Company is unable to process payment via your designated payment method, or if any Fees remain unpaid after their due date, the Company may suspend, restrict, or terminate your access to paid features of the Services until the outstanding amounts are paid. The Company may also retry payment collection using the payment method on file, where permitted by applicable law and payment processor rules. Overdue amounts may accrue interest at the rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until paid in full.

3.14.

Refund Policy. To the maximum extent permitted by applicable law, the Company does not provide refunds or credits for partially used subscription periods, unused accounts, unused AI Usage, unused Top-Ups, scheduled downgrades, or accidental renewals. This does not limit any mandatory rights you may have under applicable consumer protection laws or any refund rights expressly stated in these Terms, an applicable order form, or the Platform checkout interface.

4.

User Obligations and Acceptable Use

4.1.

Account Security and Authorization. You are entirely responsible for maintaining the confidentiality of your account credentials, including API keys, usernames, and passwords associated with the Services. You agree to restrict access to your account to authorized personnel only and accept full legal and financial responsibility for all activities, actions, and transactions that occur under your account. You must immediately notify the Company of any unauthorized use or suspected breach of your account security.

4.2.

Compliance with Laws. You represent, warrant, and covenant that your use of the Services, including the collection, processing, and ingestion of all Input into the Platform, will comply with all applicable local, state, national, and international laws, statutes, regulations, and professional ethical rules, including but not limited to data protection and privacy regulations. The Company makes no representations or warranties regarding the legality of the Services for your specific professional niche, high-security enterprise environment, or specialized regulatory compliance needs. You remain solely and exclusively responsible for verifying that your deployment of AI-driven tools conforms to all local jurisdiction restrictions, corporate governance rules, and professional codes of conduct.

4.3.

Prohibited Use Policy. You shall not, and shall not permit or authorize any third party to, use the Services or any Output to:

(a)

Develop, train, fine-tune, test, validate, or improve any competing artificial intelligence models, machine learning algorithms, or software applications;

(b)

Reverse-engineer, decompile, disassemble, translate, or otherwise attempt to discover, reconstruct, or extract the underlying source code, proprietary algorithms, prompt engineering configurations, weights, or system prompts of the Services and the Platform;

(c)

Bypass, breach, or circumvent any security measures, authentication systems, rate limits, or electronic barriers implemented by the Company to protect the Services;

(d)

Engage in automated data extraction, scraping, crawling, harvesting, or mining of the Platform’s interfaces, system configurations, or database structures without explicit prior written authorization from the Company;

(e)

Ingest, upload, or transmit any Input that contains software viruses, malware, worms, trojan horses, or other malicious, disruptive, or destructive code;

(f)

Use the Services in a manner that unreasonably overburdens, impairs, degrades, or disrupts the integrity, security, or performance of the Company’s cloud infrastructure, network systems, or third-party computing resources;

(g)

Generate, store, or distribute Output that is fraudulent, defamatory, obscene, deceptive, or otherwise promotes unlawful activities or violates third-party intellectual property or publicity rights.

(h)

Deploy or rely upon the Services in high-risk environments or automated workflows where AI errors, omissions, or unverified Output could directly cause financial insolvency, systemic legal forfeiture, or immediate threat to the life, health, legal rights, or critical interests of any individual or third party, without mandatory, competent, and independent human-in-the-loop review.

(i)

Submit any inquiries, support tickets, or communications to the Company, its support desk, or its employees that contain obscene, defamatory, threatening, abusive, discriminatory, or harassing material, or that are overly vague, malicious, or outside the operational competence of the Company. The Company reserves the right, in its sole discretion, to leave such communications unanswered and immediately terminate the Accounts of users engaging in abusive behavior.

4.4.

Enforcement and Platform Monitoring. The Company does not actively pre-screen or continuously monitor every individual Input or Output. However, the Company reserves the right to review account activity, API logs, and data volume patterns solely to ensure compliance with this Agreement and to detect systemic abuse. If the Company determines, in its sole and absolute discretion, that you have violated any provision of this Section 4, the Company may immediately suspend or permanently terminate your access to the Services without prior notice, liability, or obligation to refund any pre-paid Fees.

5.

Disclaimers and Limitation of Liability

5.1.

No Legal Advice or Professional Relationship. THE SERVICES ARE AUTOMATED TECHNOLOGICAL TOOLS POWERED BY ARTIFICIAL INTELLIGENCE. THE COMPANY IS NOT A LAW FIRM, DOES NOT PROVIDE LEGAL ADVICE, LEGAL OPINIONS, OR PROFESSIONAL REPRESENTATION, AND DOES NOT ENGAGE IN THE PRACTICE OF LAW. YOUR USE OF THE SERVICES, INCLUDING THE GENERATION OF OUTPUT OR ANALYSIS OF DOCUMENTS, DOES NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP, WORK-PRODUCT PROTECTION, OR ANY OTHER CONFIDENTIAL OR FIDUCIARY RELATIONSHIP BETWEEN YOU AND THE COMPANY. THE SERVICES AND THE OUTPUT ARE NOT A SUBSTITUTE FOR THE COMPETENT, INDEPENDENT LEGAL ADVICE OF A LICENSED ATTORNEY. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY, COMPLETENESS, AND APPLICABILITY OF ALL OUTPUT.

5.2.

Warranty Disclaimer (“AS IS”). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, THE PLATFORM, AND ALL OUTPUT ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE COMPANY EXPLICITLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT.

5.3.

AI Specific Disclaimers. YOU ACKNOWLEDGE AND AGREE THAT:

(a)

ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING ARE RAPIDLY EVOLVING TECHNOLOGIES. OUTPUT MAY CONTAIN ERRORS, OMISSIONS, INACCURACIES, MISSTATEMENTS OF LAW, OR FABRICATED LEGAL PRECEDENTS (COMMONLY REFERRED TO AS “AI HALLUCINATIONS”);

(b)

THE SERVICES MAY NOT REFLECT THE MOST CURRENT LEGAL DEVELOPMENTS, STATUTORY CHANGES, OR JUDICIAL PRECEDENTS;

(c)

THE SYSTEM'S INTERPRETATION AND ANALYSIS OF INGESTED DOCUMENTS ARE PROBABILISTIC AND INTENDED SOLELY FOR PRELIMINARY RESEARCH AND WORKFLOW EFFICIENCY PURPOSES;

(d)

YOU ASSUME ALL RISK ASSOCIATED WITH YOUR RELIANCE ON THE OUTPUT AND YOUR DECISION TO USE THE OUTPUT IN ANY FORMAL LEGAL PRACTICE, TRANSACTION, OR MATTER;

(e)

ANY OUTPUT GENERATED BY THE SERVICES REPRESENTS SOLELY THE PROBABILISTIC COMPUTATION OF ARTIFICIAL INTELLIGENCE, GENERATIVE MODELS, AND MACHINE LEARNING TECHNOLOGIES, AND DOES NOT REFLECT THE OFFICIAL OPINIONS, LEGAL POSITIONS, OR ENDORSEMENT OF THE COMPANY, ITS DIRECTORS, OR ITS EMPLOYEES;

(f)

YOU EXPLICITLY UNDERSTAND AND AGREE THAT THE PROCESSING AND TRANSMISSION OF INPUT AND OUTPUT INHERENTLY INVOLVES THE ROUTING OF DATA OVER TELECOMMUNICATION NETWORKS, CLOUD NODES, AND INTERNET ROUTING SYSTEMS THAT THE COMPANY DOES NOT OWN, OPERATE, OR MAINTAIN. THE COMPANY SHALL BEAR ZERO LIABILITY FOR ANY DATA THAT IS LOST, ALTERED, INTERCEPTED, DELAYED, OR ILLICITLY STORED DURING TRANSMISSION ACROSS NETWORKS OUTSIDE OF THE COMPANY’S DIRECT AND REASONABLE INFRASTRUCTURE BOUNDARIES;

(g)

THE COMPANY IS UNDER NO OBLIGATION TO REVIEW YOUR INPUT FOR FACTUAL ACCURACY, COMPLETENESS, OR INTEGRITY, AND DOES NOT GUARANTEE THAT YOUR OPERATIONAL DATABASE HISTORY WILL BE PRESERVED WITHOUT STRUCTURAL FORCE MAJEURE DEGRADATION OUTSIDE OF THE STANDARD GRACE PERIODS SPECIFIED HEREIN.

5.4.

Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY THE LAWS OF THE STATE OF DELAWARE, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, WORK STOPPAGE, COMPUTER FAILURE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.5.

Cap on Monetary Damages. UNDER NO CIRCUMSTANCES SHALL THE COMPANY’S AGGREGATED TOTAL LIABILITY FOR ALL CLAIMS, DAMAGES, LOSSES, OR CAUSES OF ACTION ARISING UNDER THIS AGREEMENT OR IN CONNECTION WITH THE SERVICES EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO THE COMPANY FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

6.

Indemnification

6.1.

User Indemnification Obligations. You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and their respective directors, officers, employees, contractors, and agents from and against any and all third-party claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

(a)

Your breach of this Agreement, including any violation of the Acceptable Use Policy set forth in Section 4;

(b)

Your Input, including any claims that your uploaded data, documents, or queries infringe, violate, or misappropriate the intellectual property, privacy, publicity, or confidentiality rights of any third party;

(c)

Your use, reliance upon, or distribution of any Output generated by the Services, or any professional advice, legal strategy, or filings you prepare based on such Output.

6.2.

Company Indemnification Obligations. Subject to the limitations set forth in Section 5.4, the Company shall defend you against any third-party claims alleging that your direct operational use of the Platform and the Services, as authorized hereunder, infringes a valid United States patent, copyright, or trademark right of such third party, and shall indemnify you for any damages finally awarded against you by a court of competent jurisdiction resulting from such claim.

6.3.

Explicit Indemnity Carve-Outs. The Company’s indemnification obligations under Section 6.2 shall not apply to the extent that a third-party claim arises from or relates to:

(a)

Any modification or alteration of the Services or Output by anyone other than the Company;

(b)

The combination of the Services or Output with any third-party software, hardware, data, or business processes not provided or explicitly approved in writing by the Company;

(c)

Your failure to implement any updates, patches, filtering features, or safety restrictions provided or recommended by the Company;

(d)

Any scenario where you knew, or reasonably should have known, that the generated Output was potentially infringing or highly likely to violate third-party rights.

6.4.

Indemnification Procedures. The party seeking indemnification (the “Indemnitee”) must: (a) promptly notify the indemnifying party (the “Indemnitor”) in writing of the third-party claim; (b) grant the Indemnitor sole and absolute control over the defense and settlement of the claim; and (c) provide all reasonable assistance, information, and authority necessary to defend the claim at the Indemnitor’s expense. The Indemnitor shall not settle any claim in a manner that admits liability on behalf of the Indemnitee without the Indemnitee’s prior written consent.

7.

Term and Termination

7.1.

Agreement Term. This Agreement shall commence on the date you first accept it (or otherwise access or use the Services) and shall continue in full force and effect until your subscription is explicitly terminated or expires in accordance with the terms herein.

7.2.

Termination for Convenience. You may terminate this Agreement at any time by cancelling your Subscription through your account settings or any other cancellation method made available by the Company and ceasing all use of the Services. Unless otherwise stated in this Agreement or the Platform, cancellation of a Paid Plan disables renewal but does not immediately terminate access to paid features, and your access to the paid Services will continue until the end of the then-current paid Billing Cycle. The Company may terminate this Agreement for convenience by providing you with at least thirty (30) days’ prior written notice. In the event of termination for convenience by the Company, the Company shall provide a prorated refund of any pre-paid, unused Fees for the remaining portion of your Subscription term, notwithstanding the general no-refund provisions of this Agreement.

7.3.

Termination for Cause. Either Party may terminate this Agreement for cause immediately upon written notice if the other Party: (a) materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice of the breach; or (b) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

7.4.

Immediate Suspension or Termination by Company. Notwithstanding Section 7.3, the Company reserves the right to immediately suspend your account, restrict your access to the Services, or terminate this Agreement without prior notice and without liability if:

(a)

You violate the Acceptable Use Policy set forth in Section 4;

(b)

Your usage patterns, automated activity, or volume of activity unreasonably jeopardizes the stability, security, or integrity of the Platform’s infrastructure;

(c)

The Company has reasonable grounds to believe your account is being used for fraudulent, illegal, or unauthorized professional activities;

(d)

Providing the Services to you violates applicable export controls, economic sanctions (including OFAC), or regulatory frameworks.

7.5.

Effect of Termination. Upon expiration or termination of this Agreement for any reason, except where your cancellation of a Paid Plan is scheduled to take effect at the end of the then-current paid Billing Cycle:

(a)

All rights and licenses granted to you under this Agreement shall cease, and you must stop using the Services;

(b)

You will remain liable for any unpaid Fees accrued prior to the effective date of termination;

(c)

Your right to access, view, or export any Input or Output through the Platform workbench may be revoked, subject to any data export period expressly provided in this Agreement or the Platform.

7.6.

Data Retention and Deletion. Following the termination of your account, the Company will retain your Input and matter-based workflows for a standard administrative grace period of thirty (30) days to allow for data export, after which the Company reserves the right to permanently delete all such data from its active servers without liability. The Company is under no legal obligation to maintain, host, or forward your data to you after this period.

7.7.

Survival. Sections 2 (Intellectual Property and Content), 3 (Fees, Subscriptions, AI Usage, and Payments—solely regarding outstanding liabilities), 5 (Disclaimers and Limitation of Liability), 6 (Indemnification), 7.5, 7.6, 8 (Governing Law and Dispute Resolution), 9 (Definitions), and 10 (Miscellaneous) shall survive any expiration or termination of this Agreement.

8.

Governing Law and Dispute Resolution

8.1.

Governing Law. This Agreement, and any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

8.2.

Informal Dispute Resolution. Before initiating any formal legal proceeding, arbitration, or lawsuit, you and the Company agree to attempt to resolve the dispute informally. You must contact the Company in writing by sending a formal written Notice of Dispute to support@deelexy.com. The Notice of Dispute must provide your full name, account email or account identifier, and a detailed description of the nature and basis of the claim. The parties shall engage in good-faith negotiations to resolve the matter for a period of at least thirty (30) days from the date the written notice is received. Compliance with this informal dispute resolution procedure is a condition precedent to initiating any formal arbitration or litigation under this Agreement, to the maximum extent permitted by applicable law.

8.3.

Binding Arbitration. If the parties are unable to resolve the dispute through informal negotiations within the thirty (30) day period, any remaining dispute, claim, or controversy arising out of or relating to this Agreement, your subscription, or your use of the Services shall be settled exclusively by binding arbitration administered in the State of Delaware. The arbitrator’s award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing: (a) either party may assert individual claims in a small claims court located in Delaware if the claim qualifies and remains within such court’s jurisdiction; and (b) either party may seek immediate equitable or injunctive relief in any court of competent jurisdiction for the infringement, misappropriation, or misuse of its intellectual property rights (including but not limited to patents, copyrights, trademarks, and trade secrets).

8.4.

Class Action and Jury Trial Waiver. YOU AND THE COMPANY AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NEITHER YOU NOR THE COMPANY WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, REPRESENTATIVE ACTION, COLLECTIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION. YOU FURTHERMORE EXPLICITLY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY COURT PROCEEDING.

8.5.

Forum and Venue for Non-Arbitrable Disputes. To the extent that any dispute or claim is legally excluded from arbitration or under conditions where the arbitration agreement is found to be unenforceable, you and the Company agree that such legal proceedings shall be brought exclusively in the state or federal courts located in the State of Delaware. Both parties hereby consent to the personal jurisdiction and venue of such courts.

8.6.

Time Limit to File Claims. To the maximum extent permitted by applicable law, you agree that any claim, cause of action, or legal proceeding arising out of or relating to the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose. If a claim is not filed within this one-year period, it shall be barred to the maximum extent permitted by applicable law.

8.7.

Discovery Restriction. To the maximum extent permitted by applicable arbitration rules, you and the Company agree that the parties shall not engage in pre-hearing discovery or depositions during the arbitration. Instead, each party shall disclose to the other party, at a mutually agreeable date prior to the final hearing, only the specific documentary evidence supporting its respective legal position.

8.8.

Utmost Confidentiality. All arbitration proceedings, including any testimony, documents, briefs, and evidence submitted under seal, shall be maintained in the strictest confidence. No party, witness, or arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties, except as may be strictly required by law or to enforce the arbitrator's final judgment.

8.9.

Admissibility of System Evidence. You acknowledge and agree that the Company’s internally generated system logs, server extracts, automated operational environment outputs, database time-stamps, and platform screenshots of the Services may constitute relevant and admissible evidence of the execution, performance, use, and termination of this Agreement, subject to applicable rules of evidence and the right of either party to challenge the accuracy, completeness, relevance, or interpretation of such records in any competent court, arbitration, payment processor challenge, credit card chargeback, or financial dispute.

9.

Definitions

As used in this Agreement, the following capitalized terms shall have the meanings set forth below:

  • “Account” means the operational profile and credentials created by or on behalf of a User to access and use the Platform workbench and Services.

  • “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the Company, where “control” means the ownership of more than fifty percent (50%) of the voting interests or the power to direct the management and policies of such entity.

  • “Agreement” means these Terms of Service, including any applicable pricing schedules, subscription parameters, order forms, policies, or other documents incorporated by reference.

  • “AI Usage” means the amount of usage of the Services included with, or additionally purchased for, a Subscription Plan and subject to consumption-based metering. AI Usage is consumed as the Services perform tasks at your request, and the amount consumed may vary based on the nature, complexity, scope, amount of data processed, and functionality reasonably required for the task. AI Usage is not a fixed number of requests and is not money, stored value, a deposit, a cash balance, a gift card, electronic money, a digital asset, or a user wallet. It has no cash value and is not withdrawable or transferable.

  • “AI Model” means any proprietary or third-party large language model (LLM), machine learning algorithm, neural network, or automated analytical technology utilized by the Company to deliver the Services.

  • “API” means the application programming interface provided by the Company that allows Users to programmatically integrate with and access the Platform’s core functionalities.

  • “Beta Features” means any specific tools, utilities, or functionalities within the Services explicitly designated as “Beta,” “Experimental,” “Preview,” or otherwise marked as under active development and testing.

  • “Billing Cycle” means the recurring period for which a Paid Plan is purchased, renewed, and measured, as specified at checkout, in the Platform, or in an applicable order form.

  • “Company” means Timeless Technology Inc., a Delaware corporation.

  • “Fees” means all amounts payable by the User to the Company for access to or use of the Services, including subscription fees, renewal fees, upgrade charges, Top-Ups, and any other applicable charges specified at checkout, in the Platform, in pricing documentation, or in an applicable order form.

  • “Free Plan” means a Subscription Plan made available without payment of subscription Fees and subject to the features, AI Usage, eligibility requirements, and other conditions specified by the Company. A Free Plan may include one-time introductory AI Usage that does not recur or reset unless the Company expressly states otherwise.

  • “Input” means any documents, text, files, legal queries, datasets, prompts, or other raw information uploaded, submitted, or otherwise ingested into the Platform by or on behalf of the User.

  • “Output” means the text summaries, automated legal research results, document analyses, drafts, and other probabilistic responses generated and delivered to the User by the AI Models via the Platform, based on the corresponding Input.

  • “Paid Plan” means a Subscription Plan for which Fees are payable.

  • “Platform” means the proprietary, cloud-based software architecture, user interfaces, vector databases, and digital infrastructure owned and operated by the Company.

  • “Services” means the DeeLexy AI-powered professional legal workbench, encompassing all case-centric workflows, intelligent document ingestion and analysis tools, research interfaces, and all related documentation or support provided under this Agreement.

  • “Subscription” means the User’s recurring access arrangement for a Paid Plan, including the applicable Billing Cycle, renewal status, Fees, included AI Usage, plan changes, and other subscription parameters specified in this Agreement, the Platform, or an applicable order form. Where the context requires, references to Subscription parameters may also describe the non-recurring access conditions applicable to a Free Plan.

  • “Subscription Plan” means a free or paid access tier for the Services that includes a specified set of features, AI Usage, eligibility conditions, billing terms, and other plan-specific parameters.

  • “Terms of Use” means the separate, publicly available legal agreement that exclusively governs a user’s interaction with and access to the Company’s public marketing website located at https://deelexy.com/.

  • “Top-Up” means an optional, one-time purchase of additional AI Usage for the then-current Billing Cycle. A Top-Up supplements the AI Usage available under the User’s current Paid Plan but does not, by itself, change the Subscription Plan or unlock features or capabilities unavailable under that plan. Top-Ups do not create a separate Subscription, do not automatically renew, and expire at the end of the then-current Billing Cycle unless expressly stated otherwise at checkout.

  • “User” (or “Customer”, “you”) means the individual or legal entity accessing the Services, or the corporate body, law firm, organization, or other entity on whose behalf such access is authorized.

10.

Miscellaneous

10.1.

Entire Agreement. This Agreement, together with the Privacy Policy and any applicable order forms, pricing schedules, subscription parameters, policies, or documents incorporated by reference, constitutes the entire and exclusive legal agreement between you and the Company regarding your use of and subscription to the Services. The Terms of Use govern your interaction with and access to the Company’s public marketing website and apply to the Services only to the extent expressly stated in this Agreement. This Agreement supersedes and replaces all prior or contemporaneous oral or written understandings, proposals, communications, or agreements between the parties regarding its subject matter.

10.2.

Severability. If any provision of this Agreement is held by an arbitrator or a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions of this Agreement shall remain in full force and effect.

10.3.

No Waiver. No failure or delay by the Company in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

10.4.

Assignment. You may not assign, transfer, or delegate this Agreement, or any of your rights or obligations hereunder, without the prior written consent of the Company. Any attempted assignment in violation of this Section 10.4 shall be null and void. The Company may freely assign, transfer, or delegate this Agreement, in whole or in part, to any Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, without your consent or prior notice.

10.5.

Force Majeure. The Company shall not be liable or responsible to you, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts beyond the Company’s reasonable control, including, without limitation: acts of God, flood, fire, earthquake, war, cyberattacks, systemic internet or telecommunications outages, cloud infrastructure failures, changes in laws or generative AI regulatory policies, or governmental actions.

10.6.

Electronic Communications and E-Sign Consent. (a) By using the Services, you explicitly consent to receive electronically all communications, agreements, notices, disclosures, and legal statements (collectively, “Communications”) that the Company provides regarding your Account and use of the Services. The Company will deliver Communications by posting them within the Platform interface or by sending them to the primary email address associated with your Account. (b) To access and retain these electronic Communications, you must maintain a device with an active internet connection, a current and secure web browser, and sufficient storage or printing capabilities.
(c) It is your responsibility to maintain a valid, accurate, and up-to-date email address on file. If the Company sends an electronic Communication to your registered email address, such Communication will be deemed delivered and effective, except where prohibited by applicable law. You may withdraw your consent to receive electronic Communications by contacting support@deelexy.com; however, because the Services are provided online, withdrawal of such consent may limit the Company’s ability to provide the Services and may result in suspension or closure of your Account where electronic Communications are necessary to administer the Services or comply with legal obligations.

10.7.

Relationship of the Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between you and the Company. You do not have the authority to bind the Company or incur any obligations on its behalf.

DeeLexy by Timeless Technology Inc.
8 The Green Ste R
Dover, DE 19901
USA