Evidano Terms of Service

1. Agreement to These Terms

AILYZE, Inc. (“AILYZE”, “we”, “us”, or “our”) provides Evidano, the AI research platform available at www.evidano.com (the “Service”). These Terms of Service (the “Terms”) are a legally binding agreement between you, whether personally or on behalf of an entity (“you”), and AILYZE, concerning your access to and use of the Service. Before August 1, 2026, the Service was offered under the AILYZE name; these Terms apply to accounts created under either name.

By creating an account, or by accessing or using the Service, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use the Service.

If you accept these Terms on behalf of an organization, you represent that you have authority to bind that organization, and “you” means that organization.

Order of precedence. If there is a conflict, the following order governs: (a) a signed written agreement between you and AILYZE covering the Service; (b) an executed Data Processing Agreement or Business Associate Agreement, for the processing it covers; (c) these Terms; (d) our Privacy Policy; and (e) plan descriptions and documentation published on our website.

2. Definitions

• “Input” means the documents, files, text, audio, recordings, prompts, and other data you submit to or import into the Service, including data collected through AI Interviews.
• “Output” means the results the Service generates from your Input, including transcriptions, translations, codes, themes, summaries, reports, and the questions and responses generated by the AI moderator during an AI Interview.
• “Content” means Input and Output together. Content is the same thing our Privacy Policy calls “Customer Data”.
• “AI Interview” means an interview with a Research Participant conducted through the Service by an AI avatar moderator that you configure and deploy.
• “Research Participant” means an individual whose information appears in your Content, including anyone who takes part in an AI Interview.
• “Assigned Region” means the Microsoft Azure region in which your Content is stored and processed, as described in Section 3.4.
• “Free Plan” means any tier of the Service we make available at no charge.
• “Paid Plan” means any tier of the Service for which fees are payable.
• “Subscription Term” means the billing period you select for a Paid Plan — monthly or annual — beginning on the date your subscription starts or renews.

3. The Service, Regulated Data, AI Interviews, and Hosting Regions

The Service lets researchers and organizations collect and analyze qualitative and mixed-methods data. You can upload or import documents, transcripts, survey responses, social media content, and audio and meeting recordings; deploy an AI avatar moderator to conduct interviews; and use the Service to transcribe, translate, code, analyze, summarize, and report on that data. All AI processing is performed by models we operate ourselves within Microsoft Azure.

The Service is not intended for use in any jurisdiction where such use would be contrary to law or would subject us to a registration requirement there. If you access the Service from such a jurisdiction, you do so on your own initiative and are responsible for complying with local law.

3.1 Health Information

The Service supports use cases subject to the Health Insurance Portability and Accountability Act (HIPAA) under a Business Associate Agreement (BAA). If you are a covered entity or business associate and intend to submit Protected Health Information (PHI), you must execute a BAA with us before doing so. Request one at info@evidano.com.

Submitting PHI without an executed BAA is a material breach of these Terms. We do not act as your business associate for, and accept no obligations under HIPAA in respect of, PHI submitted without an executed BAA. You are solely responsible for any resulting violation of HIPAA, and Section 18 applies to any related claim.

3.2 Other Regulated Data

Unless we have agreed otherwise in a signed writing, you may not submit to the Service:

• non-public personal information subject to the Gramm-Leach-Bliley Act (GLBA), or consumer report information subject to the Fair Credit Reporting Act (FCRA);
• payment card data subject to the PCI DSS, including full card numbers;
• classified information, or information subject to export controls, the International Traffic in Arms Regulations, or similar government controls; or
• biometric identifiers collected for identification purposes, where a jurisdiction requires separate consent or a retention schedule we have not agreed to support.

You are responsible for determining whether the Service is appropriate for the data you intend to process, and for obtaining any consents, approvals, or ethics clearances your research or your regulator requires. If you process special categories of personal data under the GDPR or UK GDPR, such as health data, you are responsible for having a valid condition for that processing and should put a Data Processing Agreement in place with us.

3.3 AI Interviews

The Service lets you deploy an AI avatar moderator to conduct interviews with Research Participants. The moderator is an automated system. It asks the questions you configure and generates its own follow-up questions and conversational responses. Participants join through a link limited to a single interview project, which gives them no access to any other content in your workspace. Recordings, transcripts, participant responses, and moderator-generated questions and responses are your Content.

If you use AI Interviews, you are responsible for:

• telling each Research Participant, before the interview begins, that they will be interviewed by an AI moderator rather than a person and that the session will be recorded, and obtaining their consent, including any consent required by laws that require all parties to agree to a recording;
• giving Research Participants any privacy notice they are owed, and honoring their data protection rights;
• sharing interview links only with intended participants and treating them as confidential;
• designing appropriate interview content, and reviewing transcripts and Output before relying on them, bearing in mind that the moderator may ask follow-up questions you did not write; and
• not inviting a child under 13 (or under 16 in the European Economic Area) to an AI Interview without verifiable parental consent, and complying with all laws and ethics requirements that apply to interviews with anyone under 18.

Without our prior written agreement, you may not use AI Interviews to make or inform decisions about a participant’s employment, admission to education, credit, insurance, housing, or access to essential services, or for any other purpose classified as high-risk under the EU Artificial Intelligence Act or similar law.

3.4 Hosting Regions

The Service is hosted in two Microsoft Azure regions: the United States (US East) and the European Union (West Europe). You may select your preferred region before you register. If you do not, we assign your region automatically at registration based on your detected location: customers located in the United States are assigned to US East, and all others to West Europe. If you use a VPN or otherwise mask your location, you may be assigned a region you did not intend.

Your region is fixed at registration. Your Content, including all backups, is stored and processed only in your Assigned Region and is never transferred out of it. You are responsible for selecting the region that meets your data residency requirements before you register.

4. Eligibility and Accounts

By using the Service, you represent and warrant that:

• you are at least eighteen (18) years old and are not a minor in the jurisdiction in which you reside;
• all registration information you submit is true, accurate, current, and complete, and you will keep it that way;
• you have the legal capacity to enter into these Terms and will comply with them;
• you will not access the Service through automated or non-human means except as expressly permitted by us; and
• you will not use the Service for any illegal or unauthorized purpose.

Persons under eighteen (18) may not register for an account. Research Participants who join an AI Interview through a link do not hold accounts and are addressed in Section 3.3.

Account security. You are responsible for keeping your credentials confidential and for all activity under your account. You may not share your credentials with anyone outside your organization or allow anyone else to use your account. Tell us promptly at info@evidano.com if you suspect unauthorized access. We may reclaim or change a username that we reasonably determine is misleading, infringing, or offensive.

Organization accounts. If your organization administers your account, it is responsible for provisioning and removing its users’ access to the Service.

Accuracy of registration information. If you provide information that is untrue, inaccurate, or incomplete, we may suspend or terminate your account under Section 14.

5. Plans, Fees, and Payment

5.1 Free Plan

We offer a Free Plan at no charge. The following terms apply to it:

• No expiry and no automatic conversion. The Free Plan is not a time-limited trial. It does not expire, and it will never convert into a Paid Plan or generate a charge unless you expressly choose to upgrade. We do not require a payment method to use it.
• Inactive accounts. If a Free Plan account is inactive for twelve (12) consecutive months, we may delete it and its Content. We will email you at least thirty (30) days beforehand so that you can sign in or export your Content first.
• Usage limits. The Free Plan includes the features and usage limits described on our pricing page at the time you use it. We may apply reasonable technical and fair-use limits, and may decline usage that is automated, resold, or materially disproportionate to ordinary individual research use.
• Changes to the Free Plan. We may change the features or usage limits of the Free Plan, or discontinue it, on at least thirty (30) days’ notice by email or in-product notice. If we discontinue it, we will not convert your account to a Paid Plan or charge you without your express agreement, and you will have at least thirty (30) days from the notice to export your Content.
• No service commitments. The Free Plan is provided without any availability, support, or service-level commitment, and may be suspended or terminated under Section 14. Sections 16 and 17 apply to it in full.

5.2 Paid Plans and Automatic Renewal

Paid Plans are billed in advance for the Subscription Term you select. Payments are processed by Stripe, Inc. Card and bank account details are collected and stored by Stripe, not by us. You agree to provide current, complete, and accurate purchase and account information and to keep it up to date.

Your subscription renews automatically. Unless you cancel before the end of the current Subscription Term, your subscription renews for a further term of the same length, and you authorize us to charge your payment method the then-current fee for that term without further approval from you. Renewal continues until you cancel. You can cancel at any time under Section 6, including through the “Manage Subscription” option in your account. For annual subscriptions, we will email you a renewal reminder between fifteen (15) and forty-five (45) days before the renewal date, stating the renewal date, the amount that will be charged, and how to cancel.

Billing disputes. If you believe a charge is wrong, please contact us at info@evidano.com before disputing it with your bank. Most billing issues can be resolved quickly, and we will refund any charge made in error. This does not limit any right you have under law or your card issuer’s rules to dispute a charge. While a chargeback is pending, we may suspend Paid Plan features on the account concerned. If the chargeback is resolved in our favor, the disputed amount remains payable.

Failed payments. If a payment fails, we may retry it and may suspend access to Paid Plan features until payment succeeds. Amounts that remain unpaid more than thirty (30) days after they are due may be treated as a material breach under Section 14.

5.3 Price Changes

We may change our fees. Any change to the fee for your plan takes effect at the start of your next Subscription Term, and we will give you at least thirty (30) days’ notice by email before it applies to you. If you do not accept the new fee, you may cancel under Section 6 before the change takes effect. Continuing a Paid Plan after the new fee takes effect is acceptance of it. If we make a pricing error, we may correct it, including after an order has been placed; we will then give you the choice of confirming at the corrected price or cancelling for a full refund of that charge.

5.4 Taxes

Fees are exclusive of taxes. You are responsible for all sales, use, value added (VAT), goods and services (GST), and similar taxes and duties imposed on your purchase, other than taxes based on our net income. Where we are required to collect such taxes, they will be added to your invoice. Business customers in the European Union and the United Kingdom may provide a valid VAT registration number, in which case the reverse charge may apply. If you are required by law to withhold tax from a payment, you will increase the payment so that we receive the full amount invoiced.

5.5 Currency

Unless we state otherwise at checkout, all fees are quoted and payable in United States dollars. Any conversion, cross-border, or foreign transaction fee charged by your bank or card issuer is your responsibility.

6. Cancellation, Refunds, and Withdrawal Rights

6.1 How to Cancel

You may cancel a Paid Plan at any time by signing in to the Service and using the “Manage Subscription” option. Cancellation takes effect at the end of your current Subscription Term. You keep access to Paid Plan features until then, and you will not be charged again. Cancelling a subscription does not delete your account or your Content; to do that, see Sections 13 and 14.1.

6.2 Refunds

Except as set out in Sections 5.3, 6.3, 6.4, 12, 15, and 20, or where applicable law requires otherwise, fees already paid are non-refundable, and we do not provide refunds or credits for partial Subscription Terms, unused capacity, or periods during which you did not use the Service. If you believe you have been charged in error, or you are dissatisfied with the Service, contact us at info@evidano.com and we will review your situation in good faith.

6.3 Right of Withdrawal (EEA and United Kingdom Consumers)

If you are a consumer resident in the European Economic Area or the United Kingdom, you may withdraw from a purchase within fourteen (14) days of entering into it, without giving a reason. To withdraw, email info@evidano.com with the subject line “Withdrawal” before the period expires, or use any withdrawal function we make available in the Service. We will confirm receipt and refund the amount you paid within fourteen (14) days, using the same payment method.

By starting to use a Paid Plan during the withdrawal period, you expressly request that we begin supplying the Service immediately and acknowledge that you lose the right of withdrawal once the Service has been fully supplied. If you withdraw after use has begun but before full supply, you must pay an amount proportionate to what has been supplied up to the time you tell us you are withdrawing.

6.4 Termination by Us Without Cause

If we terminate or discontinue your Paid Plan for a reason other than your breach of these Terms, we will refund the portion of prepaid fees covering the remainder of your Subscription Term.

7. Your Content

7.1 You Own Your Content

As between you and us, you own your Input. We assign to you all our right, title, and interest, if any, in the Output, and you may use it for any lawful purpose, including commercial purposes such as publication or sale. We claim no ownership of your Content. Because Output is generated by machine learning, it may not be protected by copyright or other intellectual property rights, and similar Output may be generated for other users.

7.2 The Licence You Grant Us

To operate the Service, we need your permission to handle your Content. You grant us a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, reformat, index, display, and otherwise process your Content, and to create Output from it, solely to:

• provide, maintain, secure, and support the Service for you;
• perform the transcription, translation, analysis, AI Interview, or other processing you request; and
• comply with our legal obligations and enforce these Terms.

This licence is limited to those purposes, lasts only as long as we hold your Content, and ends when your Content is deleted under Section 13. It does not permit any other use, and in particular it does not permit the uses ruled out in Section 7.3.

7.3 No Training on Your Content

We do not use your Content — Input or Output — to train, retrain, fine-tune, evaluate, or otherwise improve AI models. Our model development environments have no access to production data. We operate our own AI models within Microsoft Azure in your Assigned Region. We do not send your Content to OpenAI, Anthropic, or any other external AI provider, and our production network blocks connections to them. Our sub-processors are listed in Section 6.2 of our Privacy Policy.

7.4 Confidentiality

We treat your Content as confidential and protect it with at least the measures described in Section 7 of our Privacy Policy. Our systems are designed so that our personnel cannot access your Content: no personnel role grants read access to it, there is no emergency (“break-glass”) access procedure, and the Service has no feature that lets our staff view or impersonate your workspace. Only the Service’s own automated processes read your Content, to provide the Service to you.

If you choose to send us part of your Content in a support request, that copy is handled as Communications Data under our Privacy Policy and is seen only by the personnel handling your request. If we receive legal process seeking your Content, Section 6.6 of our Privacy Policy applies. All personnel are bound by written confidentiality obligations.

7.5 Accuracy of Output

Because machine learning is probabilistic, Output may be incorrect, incomplete, or may not accurately reflect real people, places, or facts, and the AI moderator may misunderstand a participant or ask an unsuitable question. Output is not professional, legal, medical, financial, or research advice. You are responsible for evaluating the accuracy and suitability of Output for your purpose, including through human review, before relying on it, publishing it, or making any decision based on it. Section 18 applies to claims arising from decisions you make based on Output.

7.6 Your Responsibilities for Content

You represent and warrant that, for all Content you submit:

• you own it or have all rights, consents, licences, and permissions necessary to submit it to the Service and to have it processed as described in these Terms;
• where it contains personal information about other people — Research Participants, patients, employees, or people whose public posts you collect — you have a lawful basis for collecting and processing it, and have given those people any notice and obtained any consent that applies;
• it does not contain personal information of children under thirteen (13), or sixteen (16) in the European Economic Area, unless you have obtained verifiable parental consent; and
• submitting it does not infringe any third party’s intellectual property, privacy, publicity, or other rights, and does not breach any confidentiality obligation, research ethics approval, institutional review board condition, platform terms, or applicable law.

You are responsible for your Content and for your use of Output, including for ensuring that any onward publication or disclosure complies with the terms on which you collected the underlying data.

8. Our Intellectual Property and Your Licence to Use the Service

We own or license all intellectual property rights in the Service, including its source code, databases, functionality, software, AI models, model weights, website design, text, graphics, and the “Evidano” and “AILYZE” names, logos, and trademarks. Nothing in these Terms transfers any of those rights to you.

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service for your internal business, academic, or research purposes while your account is active.

You may not: (a) copy, modify, or create derivative works of the Service; (b) reverse-engineer, decompile, or disassemble it, or attempt to derive its source code, models, or model weights, except to the extent applicable law prohibits this restriction; (c) rent, lease, sublicense, resell, or provide the Service as a service bureau to a third party; (d) use the Service or its Output to build or train a competing product, model, or service, or copy any features, functions, or graphics of the Service; or (e) remove or obscure any proprietary notice.

9. Feedback

If you send us suggestions, ideas, or other feedback about the Service, we may use and share it for any purpose without restriction, attribution, or compensation to you. This does not give us any rights in your Content. Feedback should not include your confidential information or personal information about anyone else.

10. Acceptable Use

You may use the Service only for the purposes for which we make it available. In particular, you agree not to:

• systematically retrieve data or other content from the Service to create a collection, compilation, database, or directory, other than of your own Content;
• trick, defraud, or mislead us or other users, including any attempt to learn sensitive account information;
• circumvent, disable, or interfere with security features of the Service, or probe, scan, or test its vulnerability without our written permission;
• attempt to access another customer’s Content, or use an AI Interview link to access anything other than the interview it was issued for;
• use information obtained from the Service to harass, abuse, or harm another person;
• misuse our support services or submit false reports of abuse or misconduct;
• use the Service in breach of any applicable law or regulation, or of any consent, ethics approval, or confidentiality obligation covering your data;
• engage in unauthorized framing of, or linking to, the Service;
• upload or transmit viruses, Trojan horses, or other malicious code, or material that acts as a passive or active data collection mechanism;
• use scripts, scrapers, bots, or data-mining tools against the Service, except through an interface we document for that purpose;
• delete any copyright or other proprietary rights notice from any content;
• impersonate another user or person, or misrepresent your affiliation;
• interfere with, disrupt, or place an undue burden on the Service or its infrastructure, or exceed the usage limits of your plan by technical means;
• harass, intimidate, or threaten any of our employees or agents;
• use an AI Interview to deceive a participant about the nature of the interview, or to collect information from a participant without the notice and consent required by Section 3.3; or
• generate or distribute Output you know to be misleading, or present Output as human-authored analysis where doing so would breach a publisher’s, funder’s, or institution’s disclosure requirements.

Fair use on Paid Plans. Paid Plans are subject to the usage limits described on our pricing page. If your usage materially exceeds those limits, or places a disproportionate load on the Service compared with typical customers on the same plan, we will contact you first and may then throttle that usage or ask you to move to a suitable plan. We may act without prior notice where needed to protect the Service or other customers.

We may investigate suspected breaches of this Section using Account Data, Communications Data, and Usage Data (our personnel cannot access your Content), and take appropriate action, including the measures in Section 14 and referral to law enforcement.

11. Third-Party Services and Integrations

The Service lets you connect optional third-party services — Dropbox, Microsoft OneDrive, Google Drive, Google Forms, Google Meet, and Zoom — to import content. Integrations are off by default. Those services are not part of the Service or our sub-processors, we do not control them, and your use of them is governed by their own terms and privacy policies. We access only the items you select, and only after you authorize the connection. Access tokens are stored encrypted and are deleted when you disconnect an integration, which you may do at any time. We are not responsible for a third-party service’s availability, accuracy, or handling of your data before it reaches the Service.

12. Data Protection, DPA, BAA, and Sub-processors

Our Privacy Policy explains how we handle personal information and is incorporated into these Terms by reference. In relation to your Content, you are the controller and we are the processor. We process your Content only on your documented instructions, which you give through your configuration and use of the Service and through any executed Data Processing Agreement.

Where your Content contains personal data and you are subject to the GDPR, the UK GDPR, the CCPA/CPRA, or another law requiring written terms with a processor or service provider, our Data Processing Agreement is available on request from info@evidano.com. A Business Associate Agreement for HIPAA-covered customers is available on the same basis; see Section 3.1.

Sub-processors. You authorize us to use the sub-processors listed in Section 6.2 of our Privacy Policy: Microsoft Corporation (Microsoft Azure), Stripe, Inc., and GitHub, Inc. Of these, only Microsoft Azure holds your Content. We will notify you by email or in-product notice before engaging a new sub-processor, and before it processes any data. You may object on reasonable data protection grounds by writing to info@evidano.com. If we cannot resolve your objection, you may terminate the affected Paid Plan before the new sub-processor begins processing your data, and we will refund the portion of prepaid fees covering the remainder of your Subscription Term.

13. Data Export and Deletion

Export. You may export your Content at any time using the export tools in the Service. Exports are provided in the formats the Service supports, and we are not obliged to convert your data for third-party systems.

Deletion by you. You may delete your Content at any time from within the Service. Deleted Content is removed from our production systems immediately and from our backups within thirty-five (35) days, after which it cannot be recovered.

After your account ends. When your account is closed or terminated, for any reason, your Content remains in our production systems and available for export for thirty (30) days. It is then deleted from production and removed from backups within a further thirty-five (35) days. If you want your Content deleted immediately, delete it from within the Service before you close your account.

Legal holds. The periods above are subject only to the legal retention exceptions described in Section 8 of our Privacy Policy.

14. Suspension and Termination

14.1 By You

You may cancel a Paid Plan subscription at any time as described in Section 6.1. You may close your account at any time from within the Service, on a Free Plan or a Paid Plan. When you close your account, your Content is handled as described in Section 13.

14.2 By Us

We may suspend or terminate your access to the Service, in whole or in part, if:

• you materially breach these Terms, including Section 3.3 or Section 10, and do not cure the breach within ten (10) days of our notice, where the breach is capable of cure;
• your use poses a security, legal, or operational risk to the Service, to us, or to another user, in which case we may suspend immediately and without notice for as long as the risk persists;
• payment for a Paid Plan remains unpaid more than thirty (30) days after it is due;
• we are required to do so by law or by a governmental authority; or
• you are on a Free Plan, in which case we may terminate on thirty (30) days’ notice for any reason.

Where we suspend rather than terminate, we will restore access once the cause is resolved. We will notify you of a suspension or termination as soon as we reasonably can, unless the law prevents us.

14.3 Effect of Termination

On termination, your licence to use the Service ends. You remain responsible for fees accrued before termination. Refunds are governed by Section 6. Your Content is handled as described in Section 13. If we terminate your account for breach, you may not register a new account without our written permission.

14.4 Survival

Sections 2 (Definitions), 5.4 (Taxes), 6 (Cancellation, Refunds, and Withdrawal Rights), 7.1 (You Own Your Content), 7.3 (No Training on Your Content), 7.4 (Confidentiality), 7.5 (Accuracy of Output), 7.6 (Your Responsibilities for Content), 8 (Our Intellectual Property and Your Licence to Use the Service), 9 (Feedback), 12 (Data Protection, DPA, BAA, and Sub-processors), 13 (Data Export and Deletion), 14.3 (Effect of Termination), 14.4 (Survival), 16 (Disclaimer of Warranties), 17 (Limitation of Liability), 18 (Indemnification), 19 (Governing Law and Dispute Resolution), and 23 (General Provisions) survive termination of these Terms, together with any other provision that by its nature should survive. Section 7.4 survives for as long as we hold your Content and for three (3) years afterwards.

15. Changes to the Service and Availability

We may change, improve, or discontinue features of the Service. We will not make a change that materially degrades the core functionality of a Paid Plan during a Subscription Term you have already paid for without giving you at least thirty (30) days’ notice and, if you do not accept the change, a prorated refund of the remainder of that term. We may make changes needed for security, legal compliance, or to address an urgent operational problem immediately.

Availability. We do not guarantee that the Service will be available at all times. It may be interrupted for maintenance, upgrades, or causes beyond our control. We maintain internal availability and recovery objectives, but unless we have agreed a separate service-level agreement with you in writing, they are not contractual commitments. Because your Content is never replicated outside your Assigned Region, including for backup, recovery from a complete outage of that Microsoft Azure region takes place in the same region once Microsoft restores service, and the Service may be unavailable to you for the duration of such an outage. We will notify affected customers of service disruptions by email and in-product notice.

Beta features. We may offer features designated as “Beta” or “Early Access”. These are provided “as is” without warranties of any kind, may contain bugs, and may be discontinued at any time. Our commitments on confidentiality, data residency, and no training on your Content apply to Beta features in the same way as to the rest of the Service.

16. Disclaimer of Warranties

The Service is provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, we disclaim all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising out of course of dealing or usage of trade.

We do not warrant that the Service will be uninterrupted, secure, or error-free, that defects will be corrected, or that Output will be accurate, complete, reliable, or suitable for your purpose. You assume responsibility for your use of Output, including any decision, publication, or submission based on it.

Some jurisdictions do not allow the exclusion of implied warranties, so some or all of the above may not apply to you, and you may have additional rights. Nothing in these Terms excludes or limits rights you have as a consumer that cannot be excluded or limited under the law of your country of residence.

17. Limitation of Liability

To the maximum extent permitted by applicable law, neither party nor its directors, officers, employees, or agents will be liable for any indirect, incidental, consequential, exemplary, special, or punitive damages, or for lost profits, lost revenue, lost business, loss of goodwill, or loss or corruption of data, arising out of or relating to these Terms or the Service, even if advised of the possibility of such damages and regardless of the theory of liability.

To the maximum extent permitted by applicable law, each party’s total aggregate liability arising out of or relating to these Terms or the Service will not exceed the greater of (a) the total amount you paid us for the Service in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred United States dollars (US$100).

Exceptions. The limitations in this Section do not apply to: (a) your obligation to pay fees due; (b) your indemnification obligations under Section 18; (c) either party’s fraud, gross negligence, or wilful misconduct; (d) death or personal injury caused by a party’s negligence; (e) your breach of Section 8 or Section 10; or (f) any liability that cannot be limited or excluded under applicable law.

Allocation of risk. The fees for the Service reflect this allocation of risk, and we would not provide the Service on these terms without it. Some jurisdictions do not allow certain limitations of liability, so some or all of the above may not apply to you.

18. Indemnification

You agree to defend, indemnify, and hold harmless AILYZE and its affiliates, officers, agents, partners, and employees from and against any loss, damage, liability, claim, or demand, including reasonable legal fees, made by a third party arising out of or relating to: (a) your Content, including any claim that it infringes a third party’s rights or was collected or processed without a lawful basis or required consent; (b) your AI Interviews, including any failure to give the notice or obtain the consent required by Section 3.3; (c) your use of the Service or Output, including decisions you make based on Output; (d) your breach of these Terms, including Section 3.1 or your representations and warranties in Section 7.6; or (e) your violation of applicable law or of the rights of a third party.

If we seek indemnity from you, we will promptly notify you of the claim, give you sole control of the defence and settlement, and provide reasonable cooperation at your expense. You may not settle a claim in a way that imposes a non-monetary obligation on us or admits fault on our behalf without our written consent.

19. Governing Law and Dispute Resolution

19.1 Governing Law

These Terms are governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply. This choice of law does not deprive a consumer of the protection of mandatory provisions of the law of their country of residence.

19.2 Informal Resolution First

Before starting arbitration or litigation, you and we agree to try to resolve any dispute informally for at least thirty (30) days, beginning when one party sends the other written notice describing the dispute and the relief sought. Send yours to info@evidano.com.

19.3 Binding Arbitration

If informal resolution fails, you and we agree that any dispute will be resolved by binding individual arbitration rather than in court. You understand that without this provision you would have the right to sue in court and to a trial by jury, and you waive those rights.

The arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and, where you are a consumer, its Consumer Arbitration Rules, which also govern the allocation of filing fees and arbitrator compensation. The arbitration will take place in Boston, Massachusetts, or, at your election if you are a consumer, in the county where you reside, by telephone, by video, or on written submissions. The arbitrator must follow applicable law and will issue a written decision. Judgment on the award may be entered in any court of competent jurisdiction. Either party may go to court to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, or vacate an award.

If twenty-five (25) or more similar arbitration demands are presented by or with the assistance or coordination of the same law firm or organization, the AAA will administer them in batches of up to fifty (50) demands, and each batch will be resolved as a single consolidated proceeding with one set of filing and administrative fees per side per batch.

19.4 Class Action Waiver

Any arbitration will be limited to the dispute between you and us individually. To the fullest extent permitted by law, no arbitration will be joined with any other proceeding, there is no right or authority for any dispute to be arbitrated on a class-action basis or using class-action procedures, and there is no right or authority for any dispute to be brought in a representative capacity on behalf of the general public or any other person.

If this Section 19.4 is found unenforceable as to a particular claim, that claim will be severed from the arbitration and brought in the courts identified in Section 19.5, and the rest of this Section 19 will continue to apply.

19.5 Exceptions

Sections 19.2 to 19.4 do not apply to: (a) an individual claim brought in small-claims court that qualifies for that court’s jurisdiction; (b) a claim seeking to enforce or protect, or concerning the validity of, either party’s intellectual property rights; or (c) a request for injunctive or other equitable relief to prevent unauthorized access to, or misuse of, the Service. Those claims may be brought in the state or federal courts located in Boston, Massachusetts, and both parties consent to the exclusive personal jurisdiction and venue of those courts.

19.6 Your Right to Opt Out of Arbitration

You may opt out of Sections 19.3 and 19.4 by emailing info@evidano.com with the subject line “Arbitration Opt-Out” within thirty (30) days of the date you first accept these Terms, stating your name and the email address on your account. Opting out affects nothing else in these Terms, and we will not treat it as a reason to terminate your account.

19.7 Time Limit on Claims

To the extent permitted by applicable law, any claim arising out of or relating to these Terms or the Service must be brought within one (1) year after the cause of action arose, or it is permanently barred.

19.8 Consumers Outside the United States

If you are a consumer resident in the European Economic Area, the United Kingdom, or another jurisdiction whose law does not permit pre-dispute arbitration agreements or the class-action waiver above, Sections 19.3 and 19.4 do not apply to you. You may bring proceedings in the courts of your country of residence, and nothing in these Terms deprives you of the protection of that country’s mandatory consumer law. Consumers in the European Economic Area and the United Kingdom may also refer a dispute to a national consumer alternative dispute resolution body where one is available, and to their national or European Consumer Centre.

20. Changes to These Terms

We may modify these Terms from time to time. If we make a material change, we will update the effective date at the top of this page and notify you by email or through a notice in the Service at least thirty (30) days before the change takes effect, unless the change must take effect sooner to comply with law or to address a security issue.

Your continued use of the Service after the change takes effect is acceptance of the revised Terms. If you do not accept them, you must stop using the Service before that date; if you are on a Paid Plan, you may cancel and we will refund the portion of prepaid fees covering the remainder of your Subscription Term. A change to these Terms does not apply retroactively to a dispute that arose before it took effect.

21. Copyright Complaints

We respect the intellectual property rights of others. In accordance with the Digital Millennium Copyright Act (17 U.S.C. § 512), we have designated a Copyright Agent. If you believe material on the Service infringes a copyright you own or control, send a notice to our Copyright Agent at info@evidano.com or by mail to the address in Section 24, including: your contact details; identification of the copyrighted work; the material you say is infringing and where it is located; a statement that you have a good-faith belief the use is not authorized; a statement, under penalty of perjury, that your notice is accurate and that you are the owner or authorized to act for the owner; and your physical or electronic signature. You may be liable for damages if you knowingly misrepresent that material is infringing. We may remove material and will terminate, in appropriate circumstances, the accounts of repeat infringers.

22. California Residents

If a complaint is not satisfactorily resolved, California residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

23. General Provisions

• Entire agreement. These Terms, together with the documents listed in Section 1, are the entire agreement between you and us about the Service and supersede all prior understandings on that subject.
• Severability. If a provision is held unlawful, void, or unenforceable, it will be enforced to the maximum extent permitted and the rest of these Terms will remain in effect.
• No waiver. A failure to enforce a right or provision is not a waiver of it.
• Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets, on notice to you.
• Force majeure. Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, other than an obligation to pay money.
• No agency. These Terms do not create a joint venture, partnership, employment, or agency relationship.
• Notices. We may give you notice by email to the address on your account or by a notice in the Service; you are responsible for keeping that address current. Send notices to us at info@evidano.com, with a copy to the postal address in Section 24.
• Electronic communications. You consent to receive communications from us electronically and agree that electronic agreements, notices, and records satisfy any legal requirement that they be in writing.
• Export compliance. You may not use or export the Service in violation of United States export or sanctions laws, and you represent that you are not located in, or a resident of, a country subject to a United States embargo, and are not on any United States government list of restricted parties.
• Interpretation. These Terms will not be construed against us merely because we drafted them. Headings are for convenience only. “Including” means “including without limitation”.
• Third parties. These Terms confer no rights on anyone other than you and us.

24. Contact Us

For questions about these Terms or to resolve a complaint about the Service, please contact us: