Terms of Service

1. Accepting these Terms

1.1 Business use only. The Service is offered to businesses and other organizations, not to consumers. By creating an account, clicking to accept, or using the Service, you agree to these Terms.

1.2 Authority. If you accept these Terms for an organization, you confirm that you have authority to bind it, and "you" means that organization. If you don't have that authority, or don't agree, don't use the Service.

1.3 Other documents. Our Privacy Policy explains how we handle personal information and forms part of these Terms. If you sign a separate written agreement with us, that agreement controls where it conflicts with these Terms.

2. Accounts

2.1 You must give accurate account and company information and keep it current. Each account is for one named person. Don't share sign-in details.

2.2 You're responsible for everything done through your account and for keeping your credentials secure. Tell us promptly at support@emergentskills.com if you suspect unauthorized access.

2.3 We may decline or limit registrations, for example from disposable email domains or when many accounts are created from one location, to protect the Service.

2.4 You must be at least 18 years old and legally able to enter into contracts.

3. The Service

3.1 What it does. The Service currently includes:

• Document checks: AI reads the files you upload and reports problems, such as inconsistent figures and arithmetic errors, each with quoted passages that code checks against your files;
• Writer's mode: suggested corrections and re-checks of corrected versions;
• Spreadsheet checks: rule-based checks of formulas and totals in Excel and CSV files;
• Decision Review: a recommendation on one business commitment, with a quick answer and an in-depth review that is audited by automated checks and, in some cases, by our staff;
• related tools such as payoff worksheets, outcome follow-ups and a history of your reviews.

3.2 Development status. Decision Review is a new ES method that is still being evaluated. Its results may be marked "Development only; not validated for client use." You accept the Service with that status.

3.3 Changes. We may add, change or remove features. If a change materially reduces a paid feature you've already bought, we'll give you a pro-rated credit or refund for the unused part, at our option.

3.4 Usage limits. We may set reasonable limits, such as file size, number of files, and checks or reviews per day. Current limits are shown in the Service.

3.5 Availability. We aim to keep the Service available but don't promise uninterrupted access. Maintenance, provider outages and high demand may cause delays or failures.

4. Your content and your authority to share it

4.1 "Customer Content" means the files you upload and the information you type into the Service, including decision descriptions, answers to questions and recorded outcomes.

4.2 Your authority. Each time you submit content, you confirm that you have all rights, permissions and consents needed to share it with us and to have it processed as described in Section 5, including under any confidentiality obligation to a third party.

4.3 Content you must not upload. Unless we've agreed otherwise in writing, don't upload:

• sensitive personal data, such as health, biometric, financial-account, government-ID or similar information about individuals;
• payment card data;
• information subject to export controls or government security classification;
• content you don't have the right to share, or that breaks the law.

4.4 Unsafe files. We may refuse files that are encrypted, contain macros, scripts or embedded files, or aren't what they appear to be.

4.5 What is read. The Service reads text. Scanned pages, images and charts aren't read, and spreadsheet values are used as last saved.

5. How we process your content

5.1 Purpose. We process Customer Content only to provide, secure, support and improve the Service for you, and as required by law.

5.2 AI processing. To produce checks and reviews, the text of your Customer Content is sent to our AI provider under the AI API terms. We send these requests with AI's response-storage option turned off. Your company is identified to the AI only by a random Company Code; its name, address and phone number aren't sent.

5.3 Staff access. Our staff may see Customer Content and outputs when a review is held for staff review, when you ask for support, or when needed for security, abuse prevention or legal compliance.

5.4 Company memory. Later Decision Reviews for your company may draw on short summaries of your earlier decisions, recommendations and recorded outcomes. This is only used for your company.

5.5 Follow-ups. After a Decision Review, we may email you at 30 and 90 days to ask what happened. You can record the outcome or ignore the email.

5.6 Retention. Uploaded files for document checks are deleted once their text has been extracted. The extracted text is kept with your result. Results are deleted after our retention period, currently 365 days, unless you delete them sooner or the law requires us to keep them longer.

5.7 Account deletion. You can delete your account at any time from My profile and company ("Cancel account"), or ask us at support@emergentskills.com. When your account is deleted, we delete your Decision Reviews, Decision Review form answers and uploads, document checks, payoff worksheets and related records, except where the law requires us to keep them. Backups are overwritten in the normal course.

5.8 Security. We use reasonable administrative, technical and physical safeguards. No system is completely secure, and we can't guarantee that unauthorized access will never happen.

6. Outputs are not professional advice

6.1 "Outputs" means the findings, recommendations, figures, suggested corrections and other results the Service produces.

6.2 Limits of the checks. Code checks that quoted passages appear in your files and recomputes the arithmetic described in a finding. It doesn't verify whether a figure, assumption or statement in your documents is true. Outputs depend on the content you provide and may be incomplete or wrong.

6.3 Not advice. Outputs are not legal, financial, investment, accounting, tax, engineering, cybersecurity, valuation or other professional advice, and they don't replace a qualified professional. When a decision depends on a specialist determination, get that determination from a qualified person.

6.4 Your decision. A Decision Review gives a recommendation. You and your organization remain solely responsible for your decisions, for reviewing Outputs before relying on them, and for any document you send or sign.

7. Plans, credits and payment

7.1 Plans. Current plans, prices and what each includes are shown on our pricing page. Each account has a limited number of free document checks. Some plans may not yet be available to buy.

7.2 Credits. One-off packs give credits for checks or reviews. Credits expire 12 months after purchase unless stated otherwise, have no cash value, and can't be transferred.

7.3 Subscriptions. Pro renews automatically each month until cancelled. You can cancel at any time from Plan and billing; cancellation takes effect at the end of the paid month, and monthly allowances don't carry over unless stated.

7.4 Failed runs. A check or review that doesn't finish doesn't use a credit. Re-checking a corrected version is free on paid plans.

7.5 Payment. Payments are processed by Stripe. We don't receive or store full card details. You authorize us, through Stripe, to charge the payment method you provide for the plan you select, including recurring charges for subscriptions.

7.6 Taxes. Prices exclude taxes unless stated. You're responsible for applicable sales, use, VAT and similar taxes, other than taxes on our income.

7.7 Refunds. Fees are non-refundable except as stated in these Terms or required by law. If you believe you were charged in error, contact us within 30 days.

7.8 Price changes. We may change prices. Changes don't affect credits you've already bought. For subscriptions, we'll give at least 30 days' notice before a new price applies to your next renewal.

8. Acceptable use

You won't, and won't allow anyone else to:

• use the Service to break the law or infringe anyone's rights;
• upload malware or content designed to disrupt or exploit the Service or our AI provider;
• try to bypass usage limits, free-check allowances or security controls, for example by creating multiple accounts;
• probe, scan or test the Service's vulnerabilities without our written permission;
• scrape, copy or reverse engineer the Service, or use it or its Outputs to build a competing product;
• resell or sublicense access, except under a written agreement with us;
• misrepresent Outputs as an independent audit, certification or professional opinion.

9. Ownership and licenses

9.1 Your content. You keep all rights in your Customer Content. You grant us a non-exclusive, worldwide license to host, copy, process and transmit it only as needed to provide and support the Service under these Terms.

9.2 Outputs. As between you and us, you may use Outputs generated for you for your internal business purposes. Outputs may resemble outputs given to others, and we don't claim exclusive rights in general content such as headings, finding types or standard wording.

9.3 Our property. We and our licensors own the Service, the ES method, our software, prompts, checks, designs and trademarks. Except for the limited right to use the Service under these Terms, no rights are granted to you.

9.4 Feedback. If you send suggestions or feedback, we may use them without obligation to you.

9.5 Usage data. We may collect information about how the Service is used, such as counts of sign-ups, checks, reviews and plan views, and use it in aggregated or de-identified form to operate and improve the Service. This doesn't include using your Customer Content to train AI models.

10. Confidentiality

10.1 We treat Customer Content as your confidential information. We'll use it only as described in these Terms and disclose it only to our staff, contractors and service providers who need it to provide the Service and who are bound by confidentiality obligations at least as protective as these.

10.2 These obligations don't apply to information that is or becomes public without our fault, that we already had, that we develop independently, or that we receive lawfully from someone else. We may disclose information if required by law, and will give you notice where lawful.

11. Third-party services

The Service relies on third parties, including AI processing, Stripe for payments, and our hosting and email providers. Their services are subject to their own terms. We're not responsible for their acts or omissions, except where we're responsible under these Terms for how we choose and instruct them.

12. Suspension and termination

12.1 By you. You can stop using the Service and delete your account at any time (Section 5.7).

12.2 By us. We may suspend or end your access if you breach these Terms, if your use creates a security or legal risk, or if you don't pay. Where reasonable, we'll give notice and a chance to fix the problem first. We may also discontinue the Service on 30 days' notice, and will refund unused, unexpired paid credits.

12.3 Effect. When access ends, your right to use the Service ends and Section 5.7 applies to your data. Sections 6, 9 to 11 and 13 to 18 survive.

13. Disclaimers

To the maximum extent permitted by law, the Service and Outputs are provided "as is" and "as available". We disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement and accuracy. We don't warrant that the Service will be uninterrupted or error-free, that it will find every problem in your documents, or that any Output, recommendation or decision will produce a particular result.

14. Limitation of liability

14.1 To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, savings, data or business opportunity, arising out of or relating to these Terms or the Service, even if advised of the possibility.

14.2 Our total liability arising out of or relating to these Terms or the Service will not exceed the greater of (a) the amounts you paid us for the Service in the 12 months before the event giving rise to the claim, and (b) US$100.

14.3 These limits don't apply to your payment obligations, your breach of Section 8, your indemnity obligations, or liability that can't be limited by law.

14.4 You agree that these limits reflect a reasonable allocation of risk, and that we wouldn't offer the Service at its prices without them.

15. Indemnity

You will defend and indemnify ES and its officers, employees and contractors against third-party claims, and the resulting losses, damages and reasonable legal fees, arising from (a) Customer Content, including any claim that you weren't authorized to share it, (b) your use of Outputs or decisions made using them, or (c) your breach of Section 8. We'll notify you promptly of a claim, let you control the defense, and cooperate reasonably at your expense. You may not settle a claim that imposes obligations on us without our consent.

16. Governing law and disputes

16.1 These Terms are governed by the laws of [STATE], United States, without regard to its conflict-of-laws rules.

16.2 Before starting formal proceedings, each party will try in good faith to resolve a dispute by written notice and discussion for at least 30 days.

16.3 The state and federal courts located in [COUNTY, STATE] have exclusive jurisdiction, and each party consents to them. Either party may seek urgent injunctive relief in any competent court.

17. Changes to these Terms

We may update these Terms. We'll post the new version with its effective date and, for material changes, notify account holders by email or in the Service at least 30 days in advance. Continuing to use the Service after the effective date means you accept the update. If you don't agree, stop using the Service; for a subscription, you may cancel before the change takes effect.

18. General

• Entire agreement. These Terms, with the Privacy Policy and any order or written agreement, are the whole agreement about the Service.
• Assignment. You may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition or sale of assets.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, including outages of third-party providers.
• Independent parties. No partnership, agency or employment relationship is created.
• Severability and waiver. If a provision is unenforceable, the rest remains in effect. Failing to enforce a provision isn't a waiver.
• Notices. We may give notice by email to your account address or in the Service. Send notices to us at [LEGAL NOTICE EMAIL] and [POSTAL ADDRESS].
• Export and sanctions. You won't use the Service in violation of US export controls or sanctions.

19. Contact

Questions about these Terms: support@emergentskills.com
Emergent Skills