PERCIDIAN — TERMS OF USE

Last Updated: April 7, 2026 Effective Date: April 7, 2026

IMPORTANT NOTICE

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES.

These Terms of Use ("Terms," "Agreement") constitute a legally binding agreement between you ("you," "your," "User") and Percidian AI, Inc., a Delaware corporation ("Percidian," "we," "us," or "our"), governing your access to and use of Percidian's websites (including percidian.com, percidian.ai, and all related subdomains), mobile applications, APIs, artificial intelligence features, and all related content, features, and services (collectively, the "Services").

BY ACCESSING, BROWSING, OR USING THE SERVICES, OR BY CLICKING "I AGREE" OR SIMILAR BUTTONS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY (INCORPORATED HEREIN BY REFERENCE). IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES.

These Terms apply generally to all Percidian products, platforms, and online properties. Certain Percidian products and services, including the Percidian AI diligence platform, may be governed by additional product-specific agreements (such as an End User License Agreement or Master Services Agreement) that supplement these Terms. In the event of a conflict between these Terms and a product-specific agreement, the product-specific agreement shall control with respect to the applicable product or service.

ENTERPRISE USERS. If you access the Services as an authorized user under a Master Services Agreement or other negotiated agreement between your organization and Percidian (an "Enterprise Agreement"), the Enterprise Agreement governs your organization's and your use of the products and services ordered under it, and Sections 13 (Limitation of Liability), 14 (Indemnification), 16 (Dispute Resolution, Arbitration, and Class Action Waiver), 20.15 (Statute of Limitations), and 20.17 (Marketing) of these Terms do not apply to such use. In any conflict, the Enterprise Agreement controls as to both you and your organization, and nothing in these Terms reduces any commitment Percidian has made in the Enterprise Agreement.

Eligibility and Account Registration
Description of Services
License Grant and Restrictions
User Accounts and Security
Artificial Intelligence Features and Processing
Third-Party Services and Integrations
User Data, Content, and Uploaded Materials
Fees, Billing, and Subscriptions
Intellectual Property Rights
Prohibited Uses and User Conduct
Data Security and Privacy
Disclaimers and No Warranties
Limitation of Liability
Indemnification
Term and Termination
Dispute Resolution, Arbitration, and Class Action Waiver
Governing Law and Venue
Modifications to Terms
Communications and Electronic Signatures
Miscellaneous Provisions
Contact Information

1. ELIGIBILITY AND ACCOUNT REGISTRATION

1.1 Age and Capacity Requirements

The Services are intended for individuals who are at least 18 years of age and who possess the legal capacity to enter into binding contracts under applicable law. By using the Services, you represent and warrant that:

(a) You are at least 18 years old;

(b) You have the legal capacity and authority to enter into this Agreement;

(d) You have not been previously suspended or removed from the Services.

1.2 Minors

The Services are not directed to individuals under the age of 18. We do not knowingly collect personal information from children under 18. If we become aware that a user is under 18, we will promptly terminate the account and delete associated data. If you believe a minor has provided us with information, please contact us immediately at Contact us.

1.3 Account Registration

To access certain features of the Services, you must create a user account ("Account"). During registration, you agree to:

(a) Provide accurate, current, and complete information about yourself;

(b) Maintain and promptly update your Account information to keep it accurate and current;

(d) Accept all risks of unauthorized access resulting from your failure to secure your credentials.

1.4 Entity or Corporate Accounts

If you are registering or using the Services on behalf of a company, organization, or other legal entity:

(a) You represent and warrant that you have the authority to bind that entity to these Terms;

(b) References to "you" in these Terms apply to both you individually and the entity;

(c) The entity agrees to indemnify Percidian for any breach by you or any person using the Account under the entity's authority; provided that, if the entity has an Enterprise Agreement with Percidian, that agreement's indemnification terms govern in lieu of this subsection and Section 14.

1.5 Verification

Percidian reserves the right, at any time, to verify your identity, credentials, or any information you provide, including through requests for documentation (e.g., government-issued ID, proof of address, or corporate authorization documents). Failure to provide requested verification may result in suspension or termination of your Account.

2. DESCRIPTION OF SERVICES

2.1 Overview

Percidian develops and operates Agentic AI systems for deals calibrated to a firm's established standards. Percidian's products and services may include, but are not limited to:

(a) Autonomous AI Agents: Autonomous AI agents (including the Percidian AI platform) that reason across multiple data surfaces.

(b) AI-Powered Analytics: Proprietary artificial intelligence and machine-learning systems that analyze documents, extract insights, and generate risk registers, summaries, and reports;

(c) Reasoning Layers: A graph-based reasoning layer underlying analytical outputs, in which artifacts, citations, and relationships are encoded to support the traceability of any given output;

(d) Collaboration Tools: Features enabling secure sharing, commenting, Q&A workflows, and project management among authorized users;

(e) Document Management: Encrypted storage, organization, indexing, and retrieval of confidential business documents;

(f) Access Methods: Access to the Services through the Percidian application, via the Model Context Protocol (MCP) from compatible clients, and via API and embeddable MCP tools for firms integrating Percidian into internal workflows;

(g) Websites and Online Properties: Informational websites, blogs, marketing pages, and other online content at percidian.com, percidian.ai, and related domains.

2.2 Informational Purpose of AI Features

All AI-generated outputs, insights, summaries, reports, and recommendations provided by Percidian are for informational and organizational purposes only. Percidian does not provide personalized legal advice, financial advice, tax advice, investment advice, or fiduciary services. You are solely responsible for evaluating the accuracy, completeness, and usefulness of any information or AI-generated content provided through the Services.

2.3 Not a Professional Services Firm

Percidian is a technology company. Percidian is not:

(a) A law firm or provider of legal advice;

(b) An investment adviser, broker-dealer, or financial institution;

(d) A custodian or fiduciary of any kind.

Use of the Services does not create any advisory, fiduciary, or professional-services relationship between you and Percidian.

2.4 Service Modifications

Percidian reserves the right to modify, suspend, discontinue, or impose limits on any feature or aspect of the Services at any time, with or without notice, including for reasons of maintenance, security, regulatory compliance, or business strategy. We are not liable for any modification, suspension, or discontinuation of the Services. This Section does not limit Percidian's obligations under any product-specific agreement, including service-level and support commitments.

3. LICENSE GRANT AND RESTRICTIONS

3.1 Limited License to Use

Subject to your compliance with these Terms and any applicable product-specific agreements, Percidian grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services solely for your lawful business or personal purposes as authorized by Percidian.

3.2 Prohibited Actions

You agree not to, and will not permit any third party to:

(a) Reverse Engineer: Reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, or structure of the Services or any underlying software, AI models, or proprietary technology;

(b) Redistribute or Resell: Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services to any third party except as expressly permitted;

(c) Modify or Create Derivatives: Copy, modify, adapt, translate, or create derivative works based on the Services or any part thereof;

(d) Circumvent Security: Remove, disable, damage, or circumvent any security features, technological protection measures, access controls, digital rights management, or usage rules embedded in the Services;

(e) Interfere with Operations: Use any robot, spider, scraper, or automated means to access the Services for any purpose, or interfere with or disrupt the integrity, performance, or availability of the Services or underlying infrastructure;

(f) Unauthorized Access: Attempt to gain unauthorized access to any part of the Services, other user accounts, computer systems, or networks connected to the Services;

(g) Misrepresent Identity: Impersonate any person or entity, falsely state or misrepresent your affiliation with any person or entity, or use a false identity;

(h) Illegal Use: Use the Services for any fraudulent, unlawful, or prohibited purpose, including violations of export controls, sanctions, anti-money laundering laws, or intellectual-property rights;

(i) Data Mining: Extract, harvest, or collect information about other users without their consent;

(j) Competitive Use: Use the Services if you are a direct competitor of Percidian, or use the Services for competitive analysis, benchmarking, or to develop a competing product or service, without Percidian's prior written consent;

(k) Vulnerability Testing: Conduct security scans, penetration tests, load tests, or other network tests against the Services without Percidian's prior written authorization.

3.3 Reservation of Rights

All rights not expressly granted to you in these Terms are reserved by Percidian and its licensors. The Services and all intellectual property therein are protected by copyright, trademark, patent, trade secret, and other laws of the United States and foreign jurisdictions.

4. USER ACCOUNTS AND SECURITY

4.1 Account Credentials

You are solely responsible for maintaining the confidentiality and security of your Account credentials (username, password, authentication tokens, etc.). You agree to:

(a) Use a strong, unique password and enable multi-factor authentication where available;

(b) Not share your credentials with any third party or allow any other person to access the Services through your Account;

4.2 Account Responsibility

You are fully responsible for all activities that occur under your Account, whether or not authorized by you. Percidian is not liable for any loss or damage arising from your failure to comply with these security obligations. Passwords may not be shared; existing users must be deactivated before new users may be activated under the same license allocation.

4.3 Account Termination by User

You may close your Account at any time by contacting Contact us or using the account-deletion feature in the application (if available). Upon account closure:

(a) Your access to the Services will terminate;

(b) We will cease processing your data for Service delivery;

(c) Your data will be deleted or anonymized in accordance with our Privacy Policy and applicable law, subject to legal retention requirements and any obligations under product-specific agreements.

5. ARTIFICIAL INTELLIGENCE FEATURES AND PROCESSING

5.1 AI-Driven Capabilities

Percidian employs proprietary artificial intelligence, machine learning, and natural language processing technologies (collectively, "AI Systems") within certain products and features. AI capabilities may include, but are not limited to:

(a) Document analysis, summarization, and key-term extraction;

(b) Automated categorization, indexing, and organization of uploaded content;

(d) Risk identification, anomaly detection, and compliance screening;

(e) Search, redaction assistance, and other document-processing features.

5.2 Agentic AI Characteristics

Certain AI features are "agentic," meaning they autonomously orchestrate tasks, retrieve data, reason over information, and generate outputs without continuous human oversight. You acknowledge that:

(a) AI outputs are generated algorithmically and may not be reviewed by human personnel before being presented to you;

(b) AI-generated insights, summaries, and outputs are informational only and are not guaranteed to be accurate, complete, current, or suitable for your specific circumstances;

(d) AI models may reflect biases present in training data or design;

(e) AI behavior may evolve as models are updated or retrained.

5.3 No External Model Training on Customer Data

Percidian does not use your User Data (as defined in Section 7.1) to train external, public, or third-party AI models. Your data is processed in a secure, contained environment. Percidian may use aggregated, anonymized, and de-identified data for internal model improvement, security monitoring, product development, and service optimization.

5.4 User Responsibility for AI Outputs

You are solely responsible for:

(a) Evaluating the accuracy and relevance of AI-generated outputs;

(b) Making your own independent decisions based on your professional judgment;

(c) Consulting with qualified professionals (attorneys, financial advisers, accountants, or other experts) before acting on any information generated by the Services.

Percidian is not liable for any decisions you make, or any outcomes that result from decisions made, based on AI-generated content.

5.5 AI Limitations and Risks

You acknowledge that AI Systems have inherent limitations, including:

(a) Errors and Inaccuracies: AI may misinterpret data, miscategorize documents, or generate incorrect conclusions;

(b) Hallucinations: AI may generate plausible-sounding but factually incorrect information;

(d) No Guarantee of Results: AI features do not guarantee specific outcomes, and outputs should be independently verified by qualified professionals.

5.6 Feedback on AI Outputs

Percidian welcomes user feedback on AI outputs. If you identify errors or have concerns, please contact Contact us. Percidian is under no obligation to correct, modify, or retrain AI models based on individual feedback, but will use commercially reasonable efforts to improve accuracy over time.

6. THIRD-PARTY SERVICES AND INTEGRATIONS

6.1 Third-Party Providers

The Services may integrate with or rely upon various third-party services, including but not limited to cloud hosting providers (e.g., Amazon Web Services, Microsoft Azure), authentication services, content delivery networks, analytics tools, payment processors, and AI model providers.

6.2 Third-Party Terms and Policies

Your use of third-party services is governed by their respective terms of service, privacy policies, and acceptable use policies. Percidian is not a party to your agreements with third parties and is not responsible for their acts, omissions, policies, or content.

6.3 No Endorsement

The inclusion of links to third-party websites, services, or resources does not imply endorsement or affiliation. Percidian has no control over, and assumes no responsibility for, the content, accuracy, privacy practices, or policies of any third-party sites or services.

6.4 Third-Party Changes

Third-party services may change their terms, pricing, features, or availability at any time. If such changes materially affect Percidian's ability to provide the Services, we will use reasonable efforts to notify you, but we are not liable for any disruption or loss resulting from third-party changes.

6.5 Non-Percidian Applications

If the Services interoperate with non-Percidian applications or integrations, Percidian does not warrant, support, or assume responsibility for such applications. Percidian may cease making any non-Percidian application available at any time without compensation. You are responsible for the privacy and security practices of any non-Percidian applications you connect, and Percidian disclaims all liability for data disclosed to, modified by, or deleted by such applications.

7. USER DATA, CONTENT, AND UPLOADED MATERIALS

7.1 User Data Defined

"User Data" means all information, data, files, documents, notes, and content that you submit, upload, transmit, or otherwise make available to Percidian through the Services, including documents uploaded to the Services, notes and annotations, Q&A responses, and communications.

7.2 Ownership of User Data

You retain all ownership rights and intellectual property rights in your User Data. You represent and warrant that:

(a) You own or have the necessary rights, licenses, and permissions to provide your User Data to Percidian;

(b) Your User Data does not infringe the intellectual property, privacy, or other rights of any third party;

(d) You have obtained all required consents and provided all required notifications for any personal data contained in your User Data.

7.3 License to Percidian

By providing User Data to Percidian, you grant Percidian and its service providers a worldwide, non-exclusive, royalty-free license to:

(a) Access, store, process, display, analyze, index, and transmit your User Data as necessary to provide the Services and fulfill our obligations under any applicable agreement;

(b) Use anonymized, aggregated, and de-identified data derived from User Data for internal analytics, service improvement, security monitoring, fraud detection, and AI model improvement.

This license terminates when you delete your User Data or close your Account, except for data retained for legal, regulatory, or backup purposes as described in our Privacy Policy.

7.4 Third-Party Data

You acknowledge that other users may upload or share data through the Services ("Third-Party Data"). You evaluate and assume all risks associated with accessing Third-Party Data. Percidian has no control over and assumes no liability for any acts or omissions by other users regarding Third-Party Data. You agree to comply with any terms or restrictions applicable to Third-Party Data as communicated by the data owner or administrator.

7.5 Data Accuracy and Completeness

You acknowledge that:

(a) Percidian relies on data provided by you and other users;

(b) Data may be incomplete, delayed, or inaccurate due to technical limitations or user error;

(d) You are responsible for reviewing and correcting any inaccuracies in your User Data.

7.6 Prohibited Content

You agree not to upload, transmit, or share through the Services any content that:

(a) Is illegal, fraudulent, defamatory, threatening, abusive, obscene, or violates any law;

(b) Contains viruses, malware, trojan horses, worms, or other harmful code;

(d) Contains personal data of third parties without their consent or other lawful grounds;

(e) Contains classified or export-controlled information unless the applicable product-specific agreement expressly permits it;

(f) Constitutes unsolicited commercial messages, spam, or mass solicitations.

Percidian reserves the right to remove any prohibited content and suspend or terminate accounts that violate this provision, without prior notice and without liability.

8. FEES, BILLING, AND SUBSCRIPTIONS

8.1 Service Plans and Pricing

Percidian offers various service plans and pricing tiers. Features, limitations, and pricing for each plan are described on our website, in the applicable order form, or in a product-specific agreement.

8.2 Payment Terms

If you subscribe to a paid plan or purchase Services, you agree to pay all applicable fees as stated at the time of purchase or subscription. All fees are quoted and payable in U.S. Dollars unless otherwise specified. Payments are non-cancelable and non-refundable except as expressly stated herein or in a product-specific agreement.

8.3 Payment Authorization

By providing payment information, you authorize Percidian (or its payment processor) to charge your payment method for all fees incurred. You represent that you are authorized to use the payment method provided.

8.4 Automatic Renewal

Subscription plans automatically renew at the end of each billing cycle unless you cancel before the renewal date or unless otherwise specified in your order form. By subscribing, you authorize Percidian to charge your payment method automatically upon each renewal.

8.5 Cancellation

You may cancel your subscription in accordance with the terms of your order form or product-specific agreement, or by contacting Contact us. Cancellation does not relieve you of the obligation to pay fees for the remainder of the then-current billing period.

8.6 Fee Changes

Percidian reserves the right to change pricing. For existing subscribers:

(a) We will provide at least thirty (30) days' advance notice of material fee increases;

(b) New fees will apply starting with your next renewal period after notice;

8.7 Taxes

All fees are exclusive of taxes. You are responsible for all sales, use, value-added, goods and services, withholding, and similar taxes, except for taxes based on Percidian's net income. If withholding is required by law, the payment amount shall be increased so that Percidian receives the full fee amount after withholding.

8.8 Late Payment

Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Percidian may suspend access to the Services for non-payment and may engage collection efforts, with all reasonable collection costs (including attorneys' fees) borne by you.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 Percidian's Proprietary Rights

The Services, including all software, AI models, algorithms, databases, content, text, graphics, logos, icons, images, audio, video, data compilations, interfaces, design elements, methodologies, processes, and documentation, are owned by Percidian and its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

9.2 Trademarks

"Percidian," "Percidian AI," and all related logos, names, product names, service names, designs, and slogans are trademarks or registered trademarks of Percidian AI, Inc. You may not use any Percidian trademarks without our prior written permission. All other trademarks appearing on the Services are the property of their respective owners.

9.3 No Transfer of Ownership

These Terms do not grant you any ownership interest in the Services or any intellectual property therein. All rights not expressly granted are reserved by Percidian. No implied licenses are granted under these Terms.

9.4 Feedback and Suggestions

If you provide Percidian with any feedback, suggestions, or ideas regarding the Services ("Feedback"), you grant Percidian a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable, and transferable right to use, reproduce, modify, and incorporate such Feedback into the Services and other products without compensation or attribution to you. Do not include confidential client or transaction information in Feedback. Percidian will not share Feedback in a form that identifies you or your organization's confidential information with other users.

9.5 DMCA and Copyright Infringement

Percidian respects intellectual property rights. If you believe content on the Services infringes your copyright, please submit a notice under the Digital Millennium Copyright Act (DMCA) to our designated agent:

Copyright Agent — Legal Department Percidian AI, Inc. 2747 Paradise Rd, Ste 3402 Las Vegas, NV 89109 Phone: 702-381-3320 Email: legal@percidian.com

Our designated agent is registered with the U.S. Copyright Office (Registration No. DMCA-1075424).

Your notice must include the information required by 17 U.S.C. § 512(c)(3).

10. PROHIBITED USES AND USER CONDUCT

10.1 Compliance with Laws

You agree to use the Services in compliance with all applicable federal, state, local, and international laws, including but not limited to:

(a) Intellectual property laws;

(b) Data protection and privacy laws (including GDPR, CCPA, and state privacy laws);

(d) Anti-money laundering and anti-corruption laws;

(e) Securities and financial-services regulations (to the extent applicable).

10.2 Prohibited Activities

In addition to the restrictions set forth in Section 3.2, you agree not to:

(a) Use the Services for any fraudulent, deceptive, or manipulative purpose;

(b) Violate or circumvent any security, authentication, or access control measures;

(d) Harvest, scrape, or collect data about other users;

(e) Harass, threaten, defame, or harm others;

(f) Attempt to gain unauthorized access to Percidian's systems, networks, or data;

(g) Impersonate Percidian or any person or entity;

(h) Use the Services in a manner that could overburden, disrupt, or damage our infrastructure;

(i) Engage in any activity that interferes with other users' ability to access or use the Services;

(j) Upload, store, or transmit content that violates Section 7.6 (Prohibited Content).

10.3 Acceptable Use Policy

Your use of the Services is also governed by the Percidian Acceptable Use Policy, which is incorporated into these Terms by reference. The Acceptable Use Policy provides additional detail regarding permitted and prohibited uses of the Services.

10.4 Monitoring and Enforcement

Percidian reserves the right, but has no obligation, to:

(a) Monitor user activity for compliance with these Terms and the Acceptable Use Policy (excluding the content of uploaded documents except as described in Section 11.7);

(b) Investigate suspected violations;

(d) Take appropriate action, including suspension, termination, content removal, or legal proceedings, against users who violate these Terms.

11. DATA SECURITY AND PRIVACY

11.1 Privacy Policy

Your privacy is important to us. Our collection, use, storage, and sharing of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to the practices described in the Privacy Policy.

11.2 Data Security Measures

Percidian implements a comprehensive information security program, including:

(a) Encryption of data at rest (AES-256) and in transit (TLS 1.2 or higher);

(b) Role-based access controls, with multi-factor authentication available on every account and required for administrative access;

(c) Regular security reviews and vulnerability assessments, with third-party penetration testing planned on an at-least-annual cycle;

(d) Employee training on data security and confidentiality;

(e) Incident response and breach notification procedures;

(f) Physical security controls at hosting facilities.

11.3 No Guarantee of Security

Despite our efforts, no method of electronic transmission or storage is 100% secure. Percidian cannot guarantee that unauthorized third parties will not defeat our security measures. You use the Services at your own risk.

11.4 Data Breach Notification

In the event of a data breach that compromises your personal information, Percidian will notify you and applicable regulatory authorities as required by applicable law, including without limitation state breach-notification statutes.

11.5 Data Retention and Deletion

Percidian retains your User Data for as long as necessary to provide the Services and as required by law. Upon account termination or deletion request, we will delete or anonymize your data in accordance with our Privacy Policy, subject to:

(a) Legal retention obligations;

(b) Pending disputes or investigations;

(d) Obligations under any product-specific agreement.

11.6 Subprocessors

Percidian may engage third-party subprocessors to assist in providing the Services. A current list of subprocessors is available upon request from legal@percidian.com and, when published, at https://trust.percidian.com. If you have questions about subprocessor practices, contact legal@percidian.com.

11.7 Confidentiality of User Data

Percidian treats non-public documents and data you upload to the Services as your confidential information and accesses them only as necessary to provide the Services, prevent or address security or technical issues, enforce these Terms, or comply with law.

12. DISCLAIMERS AND NO WARRANTIES

12.1 "AS IS" and "AS AVAILABLE" Basis

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

TO THE FULLEST EXTENT PERMITTED BY LAW, PERCIDIAN DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

(a) Implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement;

(b) Warranties arising from course of dealing or usage of trade;

(d) Warranties regarding the accuracy, reliability, timeliness, completeness, or usefulness of any content, data, or AI-generated outputs.

12.2 No Warranty of AI Accuracy

Percidian makes no representations or warranties regarding:

(a) The accuracy, completeness, or timeliness of AI-generated outputs, summaries, or analyses;

(b) The correctness of any AI-generated categorizations, redactions, or recommendations;

AI outputs are provided as informational aids and must be independently verified by qualified professionals.

12.3 No Professional Advice

Because Percidian does not provide legal, financial, investment, tax, or other professional advice, Percidian is not liable for any losses, damages, or adverse outcomes resulting from your decisions, whether or not informed by the Services or AI-generated content.

12.4 Third-Party Services

Percidian is not responsible for the performance, availability, accuracy, or content of third-party services or integrations. Any warranty or representation regarding third-party services is the sole responsibility of the third party.

12.5 Classified and Restricted Information

The Services are not designed, intended, or authorized for storage or processing of information classified by any government or subject to special security-clearance requirements, unless a product-specific agreement expressly states otherwise. Percidian disclaims all warranties of fitness for such use and accepts no liability for claims arising from the storage of classified or restricted information.

12.6 Jurisdictional Variations

Some jurisdictions do not allow the exclusion of implied warranties. In such jurisdictions, the above exclusions may not apply to you, and you may have additional statutory rights.

13. LIMITATION OF LIABILITY

13.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PERCIDIAN, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE "PERCIDIAN PARTIES") BE LIABLE FOR ANY:

(a) Indirect, incidental, special, exemplary, consequential, or punitive damages, including but not limited to:

Loss of profits, revenue, or business opportunities;
Loss of data or information;
Loss of goodwill or reputation;
Business interruption;
Cost of substitute goods or services;

(b) Direct damages exceeding the greater of: (i) the amounts paid by you to Percidian in the twelve (12) months preceding the event giving rise to liability, or (ii) one hundred U.S. dollars ($100.00).

13.2 Scope of Limitation

The limitation of liability applies regardless of the legal theory on which the claim is based, including but not limited to:

(a) Breach of contract, warranty, or these Terms;

(b) Tort (including negligence, strict liability, or product liability);

(d) Misrepresentation.

13.3 Exceptions

The limitations in this Section 13 do not apply to:

(a) Amounts owed by you for fees and charges under these Terms or any applicable agreement;

(b) Your breach of Section 3.2 (Prohibited Actions), Section 7.6 (Prohibited Content), or Section 10 (Prohibited Uses);

(d) Liability arising from intentional fraud or willful misconduct;

(e) Liability that cannot be limited or excluded under applicable law.

13.4 Causes of Loss

The Percidian Parties are not liable for any losses, damages, or claims arising from:

(a) Errors, inaccuracies, or incompleteness of data or AI-generated content;

(b) Unauthorized access to or use of your Account or User Data, except to the extent caused by Percidian's failure to implement the security measures described in Section 11.2;

(d) Acts or omissions of third-party service providers;

(e) Deletion, corruption, or failure to store User Data, except to the extent caused by Percidian's failure to implement the security measures described in Section 11.2;

(f) Your reliance on any information, insights, or outputs provided by the Services;

(g) Your failure to comply with these Terms;

(h) Force majeure events (see Section 20.10).

13.5 Essential Basis of the Bargain

The disclaimers and limitations of liability in Sections 12 and 13 are a fundamental part of the basis of the bargain between you and Percidian. Percidian would not provide the Services absent these limitations.

14. INDEMNIFICATION

14.1 Your Indemnification Obligations

You agree to defend, indemnify, and hold harmless the Percidian Parties from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:

(a) Your use of or inability to use the Services;

(b) Your violation of these Terms, the Acceptable Use Policy, or any applicable law, regulation, or third-party right;

(c) Your User Data, including any claim that your User Data infringes or violates the intellectual property, privacy, or other rights of any third party;

(d) Your negligence, willful misconduct, or fraud;

(e) Any dispute between you and a third party related to the Services;

(f) Your breach of any representation, warranty, or covenant in these Terms.

14.2 Control of Defense

Percidian reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you. In such case:

(a) You will cooperate fully with Percidian in the defense;

(b) You may not settle any claim without Percidian's prior written consent.

14.3 Notification

You agree to promptly notify Percidian of any claim for which indemnification may be required. Failure to notify does not relieve you of your indemnification obligations except to the extent Percidian is materially prejudiced by the delay.

15. TERM AND TERMINATION

15.1 Term

These Terms commence on the date you first access the Services and continue until terminated by either party as described below. Product-specific agreements may establish separate terms and renewal provisions.

15.2 Termination by You

You may terminate your Account and cease using the Services at any time by:

(a) Using the account-deletion feature in the applicable product; or

(b) Contacting Contact us with a termination request.

15.3 Termination by Percidian

Percidian may suspend or terminate your access to the Services, with or without prior notice, if:

(a) You violate these Terms or any applicable product-specific agreement;

(b) We reasonably believe you have engaged in fraudulent, illegal, or harmful activity;

(d) Providing the Services to you is no longer commercially viable;

(e) You fail to pay applicable fees;

(f) You repeatedly upload prohibited content or abuse the Services.

15.4 Effect of Termination

Upon termination of your Account:

(a) Your license to access and use the Services immediately terminates;

(b) Percidian will cease processing your User Data for Service delivery;

(d) Percidian may delete your User Data in accordance with our Privacy Policy and legal obligations, subject to backup retention periods;

(e) You remain bound by the provisions of these Terms that survive termination.

15.5 No Refund Upon Termination for Cause

If Percidian terminates your Account for breach of these Terms, you are not entitled to a refund of any prepaid fees.

15.6 Survival

The following provisions survive termination of these Terms: Sections 7.3 (License to Percidian), 9 (Intellectual Property), 10.2 (Prohibited Activities), 11 (Data Security and Privacy), 12 (Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), 15.4–15.6 (Effect of Termination and Survival), 16 (Dispute Resolution), 17 (Governing Law), and 20 (Miscellaneous).

16. DISPUTE RESOLUTION, ARBITRATION, AND CLASS ACTION WAIVER

16.1 Informal Dispute Resolution

Before filing a formal claim, you agree to first attempt to resolve any dispute informally by contacting Percidian at:

Legal Department Percidian AI, Inc. Email: legal@percidian.com

You agree to provide a written description of the dispute, your contact information, and the relief sought. Percidian will respond within thirty (30) days. Both parties agree to negotiate in good faith.

16.2 Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

If the parties are unable to resolve a dispute informally within thirty (30) days, you and Percidian agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services (collectively, "Disputes") shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (or Consumer Arbitration Rules, as applicable), except as modified by these Terms.

16.3 Arbitration Procedures

(a) Location: Arbitration shall take place in New Castle County, Delaware, or another mutually agreed location, or by remote videoconference;

(b) Arbitrator Selection: The arbitrator shall be selected in accordance with AAA rules;

(c) Governing Law: The arbitrator shall apply the substantive law specified in Section 17 and the Federal Arbitration Act (FAA), 9 U.S.C. § 1 et seq.;

(d) Costs: Each party shall bear its own costs and fees, except that Percidian will pay the arbitrator's fees and AAA administrative fees for individual claims under $10,000 (unless the arbitrator determines the claim is frivolous);

(e) Award: The arbitrator may award any relief available in court. The award is final and binding and may be entered as a judgment in any court of competent jurisdiction.

16.4 Exceptions to Arbitration

Notwithstanding Section 16.2, either party may:

(a) Bring an individual action in small claims court (if eligible);

(b) Seek equitable or injunctive relief in court for disputes involving intellectual property infringement, misappropriation of trade secrets, or violation of confidentiality obligations;

16.5 CLASS ACTION WAIVER

YOU AND PERCIDIAN AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING.

(a) There shall be no right or authority for any Disputes to be arbitrated or litigated on a class, collective, or representative basis;

(b) The arbitrator may not consolidate more than one person's claims and may not preside over any form of class or representative proceeding;

(c) If a court determines that this class action waiver is unenforceable, then the arbitration agreement in Section 16.2 shall be null and void (but the remainder of these Terms remains in effect).

16.6 Opt-Out of Arbitration

You have the right to opt out of the arbitration and class action waiver provisions. To opt out, you must send written notice to Percidian within thirty (30) days of first accepting these Terms:

Arbitration Opt-Out Percidian AI, Inc. Email: legal@percidian.com

Your notice must include your name, email address, and a clear statement that you wish to opt out of arbitration. If you opt out, all other terms of this Agreement still apply, but Disputes will be resolved in court pursuant to Section 17.

16.7 Changes to Arbitration Terms

Percidian will provide at least thirty (30) days' notice of any material changes to this arbitration provision. Changes will not apply to any Dispute for which arbitration has already been initiated.

17. GOVERNING LAW AND VENUE

17.1 Governing Law

These Terms, and any Disputes (if not subject to arbitration), shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles.

17.2 Exclusive Venue

If a Dispute is not subject to arbitration (e.g., due to opt-out under Section 16.6 or an exception under Section 16.4), you agree that the exclusive venue for any legal action shall be the state or federal courts located in New Castle County, Delaware, and you consent to the personal jurisdiction of such courts.

17.3 Waiver of Jury Trial

TO THE EXTENT PERMITTED BY LAW, YOU AND PERCIDIAN WAIVE ANY RIGHT TO A JURY TRIAL OF ANY DISPUTE.

18. MODIFICATIONS TO TERMS

18.1 Right to Modify

Percidian reserves the right to modify, amend, or update these Terms at any time, in its sole discretion. Changes may be necessary due to:

(a) Legal, regulatory, or compliance requirements;

(b) Changes to the Services or business operations;

(d) User feedback or evolving best practices.

18.2 Notice of Material Changes

If we make material changes to these Terms, we will notify you by:

(a) Sending an email to the address associated with your Account;

(b) Posting a notice in the application or on our website; or

18.3 Effective Date of Changes

Modified Terms will become effective:

(a) Thirty (30) days after notice is provided (for material changes);

(b) Immediately upon posting (for non-material or clarifying changes).

18.4 Acceptance of Changes

Your continued use of the Services after the effective date of modified Terms constitutes your acceptance of the changes. If you do not agree to the modified Terms, you must stop using the Services and close your Account.

18.5 Version Control

Each version of these Terms will be dated and archived. You may request a copy of prior versions by contacting Contact us.

19. COMMUNICATIONS AND ELECTRONIC SIGNATURES

By using the Services, you consent to receive communications from Percidian electronically, including via email, in-app notifications, or postings on our website. You agree that all agreements, notices, disclosures, and other communications that we provide electronically satisfy any legal requirement that such communications be in writing.

19.2 Electronic Signatures

You agree that your electronic acceptance of these Terms (by clicking "I Agree," creating an Account, or using the Services) constitutes your electronic signature and has the same legal effect as a handwritten signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Uniform Electronic Transactions Act (UETA).

19.3 Opting Out of Marketing Communications

You may opt out of promotional or marketing emails by following the "unsubscribe" instructions in any such email. However, you cannot opt out of transactional or administrative communications (e.g., account notifications, service updates, security alerts, legal notices) without closing your Account.

19.4 Updating Contact Information

You are responsible for maintaining current contact information in your Account. Percidian is not liable for failure to deliver communications if your contact information is outdated or incorrect.

20. MISCELLANEOUS PROVISIONS

20.1 Entire Agreement

These Terms, together with the Privacy Policy, Acceptable Use Policy, Cookie Notice, and any product-specific agreements referenced herein, constitute the entire agreement between you and Percidian regarding the Services and supersede all prior or contemporaneous agreements, understandings, representations, or communications (whether written or oral); except that these Terms do not supersede, amend, or terminate any product-specific agreement (including any Master Services Agreement) between Percidian and you or your organization, which continues in full force and controls in any conflict. No terms in any purchase order or similar document issued by you shall modify or supplement these Terms unless expressly accepted by Percidian in writing.

20.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving the parties' original commercial intent, or if not possible, severed.

20.3 Waiver

The failure of Percidian to enforce any right or provision of these Terms does not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of Percidian. A waiver in one instance does not constitute a waiver in any other instance.

20.4 Assignment

You may not assign, transfer, delegate, or sublicense these Terms or any of your rights or obligations hereunder without Percidian's prior written consent. Any attempted assignment in violation of this provision is void.

Percidian may assign these Terms, in whole or in part, without your consent:

(a) To an affiliate or subsidiary;

(b) In connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Percidian's assets;

These Terms bind and inure to the benefit of the parties and their respective successors and permitted assigns.

20.5 Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights except as expressly stated. No third party has any right to enforce any provision of these Terms.

20.6 Headings

The section headings in these Terms are for convenience only and have no legal or contractual effect.

20.7 Language

These Terms are drafted in English. Any translation is provided for convenience only. In the event of a conflict, the English version controls.

20.8 Interpretation

These Terms shall be interpreted fairly and reasonably, and not construed against either party as drafter. The words "include," "including," and similar terms are not limiting and mean "including without limitation."

20.9 Export Control and Sanctions

The Services may be subject to U.S. export control and economic sanctions laws. You represent that:

(a) You are not located in, under the control of, or a national or resident of any country subject to U.S. comprehensive embargo or sanctions (including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine);

(b) You are not listed on any U.S. government restricted-parties list, including the Specially Designated Nationals (SDN) list maintained by OFAC;

(c) You will comply with all applicable export laws and will not access or use the Services in violation of any sanctions program.

Percidian reserves the right to immediately terminate your access if it discovers or reasonably suspects a violation of this section.

20.10 Force Majeure

Percidian is not liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, epidemics, labor disputes, government actions, internet or telecommunications failures, power outages, third-party service outages, or cyberattacks. Payment obligations are not excused by force majeure.

20.11 Government Users

If you are a U.S. government entity or using the Services on behalf of the U.S. government, the Services are "commercial computer software" and "commercial computer software documentation" under FAR 12.212 and DFARS 227.7202. Use, reproduction, and disclosure are subject to these Terms.

20.12 Relationship of the Parties

You and Percidian are independent contractors. These Terms do not create any partnership, joint venture, agency, employment, or fiduciary relationship.

20.13 Equitable Remedies

You acknowledge that any breach of Sections 3.2 (Prohibited Actions), 9 (Intellectual Property), or 10.2 (Prohibited Uses) may cause irreparable harm to Percidian for which monetary damages are inadequate. Percidian is entitled to seek equitable relief, including injunction and specific performance, without the need to post a bond.

20.14 Anti-Corruption and Anti-Bribery

Neither party has received or offered any illegal bribe, kickback, payment, gift, or thing of value in connection with these Terms. Reasonable ordinary-course business gifts and entertainment are permitted.

20.15 Statute of Limitations

To the extent permitted by law, any claim or cause of action arising out of or related to these Terms or the Services must be filed within one (1) year after the claim or cause of action arose, or be forever barred.

20.16 Notices

All legal notices to Percidian under these Terms must be sent to: legal@percidian.com

Notices are effective when received by Percidian (or, for email, when delivery is confirmed).

20.17 Marketing

With your organization's prior consent (or as permitted under an applicable product-specific agreement), Percidian may identify your organization as a customer in marketing materials (including on our website and in client lists). Individual users cannot provide this consent on an organization's behalf. You or your organization may opt out at any time by writing to legal@percidian.com.

21. CONTACT INFORMATION

If you have any questions, concerns, or requests regarding these Terms or the Services, please contact us at Contact us.

ACKNOWLEDGMENT

BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF USE.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICES.