The contract between you and TrustReply.

By creating a TrustReply account, accessing, or using the Service, you agree to these Terms of Service (“Terms”). If you're entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “you” refers to that entity. If you do not have that authority, or you don't agree to these Terms, do not use the Service.

These Terms incorporate by reference our Privacy Policy and, where applicable, our Data Processing Addendum.

• “TrustReply,” “we,” “us,” “our” means TrustReply [Placeholder: registered legal entity, e.g., TrustReply LLC, a Delaware limited liability company].
• “Service” means the TrustReply web application, APIs, related documentation, and websites.
• “Customer Content” means content you upload, generate, or process in the Service — including Knowledge Base documents, questionnaires, drafted answers, and edits.
• “AI Output” means drafts, citations, confidence scores, and other content generated by the Service using LLM technology.
• “Order” means an online subscription selection or written ordering document that references these Terms.
• “Subscription Term” means the period of your paid access to the Service.

• You must be at least 18 years old and able to form a binding contract.
• You agree to provide accurate, current account information and to keep it updated.
• You're responsible for keeping your credentials secure and for all activity under your account.
• You'll notify us immediately at legal@trustreply.app of any unauthorized use.
• We may refuse, suspend, or terminate accounts at our discretion, subject to these Terms and applicable law.

• Fees. Subscriptions are billed in advance according to the plan and term you select on your Order. Fees are non-refundable except as required by law or as expressly stated in these Terms.
• Renewals. Subscriptions auto-renew for successive terms equal to the prior term unless cancelled in-product at least 24 hours before the renewal date.
• Price changes. We may change pricing for renewals with at least 30 days' notice. New pricing applies on your next renewal.
• Taxes. Fees are exclusive of taxes. You're responsible for any sales, use, VAT, GST, or similar taxes, except taxes on our net income.
• Manual invoicing (early customers). Until automated billing is enabled, we may invoice you manually via Wise or PayPal for the price displayed at the time of your Order. By accepting an invoice, you agree to pay within 14 days.
• Late payment. Overdue amounts accrue interest at 1.5% per month or the maximum allowed by law, whichever is lower. We may suspend the Service for non-payment.
• Disputes. You must dispute any invoice in writing within 30 days of the invoice date; otherwise the invoice is deemed accepted.

We may offer free trials, free tiers, or promotional credits (collectively, “Promotions”). Promotions are subject to the specific terms presented with them and these general rules:

• Promotions are for evaluation; we may modify or terminate them at any time.
• Free tiers and trials are provided AS IS, without warranty, and with reduced support and limitation-of-liability protections (we cap liability for Promotions at USD $0, except as required by law).
• Watermarked exports and feature limits may apply to free tiers.
• You may not use multiple accounts to circumvent Promotion limits.

You agree not to (and not to permit anyone else to):

• Use the Service to violate any law or third-party right.
• Upload Customer Content you don't have the right to upload, or that infringes IP, privacy, or publicity rights.
• Upload malware, exploits, or content designed to harm the Service or others.
• Attempt to reverse-engineer, decompile, or derive the source code of the Service, except to the extent applicable law prohibits this restriction.
• Resell, sublicense, or provide the Service to third parties as a service bureau or competitive offering.
• Use the Service or AI Output to train a competing AI model or to benchmark against TrustReply for commercial release.
• Bypass usage limits, rate limits, or technical restrictions.
• Scrape, crawl, or otherwise extract data from the Service except via supported APIs.
• Use the Service to send spam, phishing, or other abusive communications.
• Submit AI Output to a regulator, auditor, customer, or court without first reviewing it for accuracy (see Section 8).

We may investigate and take action — including suspension or termination — for suspected violations.

You own your Customer Content. Nothing in these Terms transfers ownership of Customer Content to us.

You grant TrustReply a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, and display Customer Content solely to provide and improve the Service for you, to enforce these Terms, and to comply with law. This license terminates when you delete the relevant Customer Content or close your account, except for retention required by law or for backups subject to our retention schedule.

You are solely responsible for the legality, accuracy, and quality of Customer Content. You represent that you have all rights necessary to grant the license above.

No training on Customer Content. We do not use Customer Content to train any AI model, and our contracts with LLM providers prohibit them from doing so either.

READ THIS SECTION CAREFULLY. It limits our liability for AI output.

The Service uses third-party large-language-model (LLM) technology to generate drafts, citations, confidence scores, and related output (“AI Output”). AI Output is provided as a starting point, not a finished product. By using the Service, you acknowledge and agree that:

• AI Output may be inaccurate, incomplete, biased, outdated, or fabricated (“hallucinated”), even when accompanied by a citation and high confidence score.
• Confidence scores are estimates generated by statistical methods. They are not guarantees of correctness.
• Citations point to the source chunk the model used; they are not legal, compliance, or regulatory attestations.
• You are the final reviewer. Before submitting any AI Output to a customer, vendor, auditor, regulator, court, or other third party, you must review it for accuracy, completeness, and suitability for that purpose. Nothing in the Service auto-submits content on your behalf.
• TrustReply does not provide legal, regulatory, compliance, security, or audit advice. AI Output is not a substitute for advice from qualified professionals, and you should not rely on it as such.
• You are solely responsible for any decision you, your company, or any third party makes in reliance on AI Output, including any contractual, regulatory, or financial consequence.

To the maximum extent permitted by law, TrustReply disclaims all liability for AI Output that you have not personally reviewed and approved before transmitting to a third party.

The Service, including its software, design, content (other than Customer Content), trademarks, and documentation, is owned by TrustReply and protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service during your Subscription Term, solely for your internal business purposes and subject to these Terms.

Feedback. If you send us suggestions, ideas, or feedback about the Service, you grant us a perpetual, irrevocable, royalty-free license to use them without restriction. You waive any right to compensation or attribution.

All rights not expressly granted to you are reserved.

Each party (“Receiver”) will protect the other party's (“Discloser”) Confidential Information using at least the same degree of care it uses to protect its own, but not less than reasonable care. Receiver will use Confidential Information only to perform under these Terms and will limit access to personnel with a need to know who are bound by similar confidentiality obligations.

“Confidential Information” means non-public information disclosed by one party that a reasonable person would understand to be confidential, including Customer Content, product roadmaps, pricing, and security details. It does not include information that is or becomes publicly known without breach, was already in Receiver's possession, was independently developed, or was rightfully received from a third party.

If compelled by law to disclose Confidential Information, Receiver will give Discloser prompt notice (where legally permitted) and reasonable cooperation to seek a protective order.

The Service may integrate with or rely on third-party services (e.g., Anthropic for LLM APIs, Stripe for payments). Your use of third-party services is subject to their terms, and we are not responsible for their acts, omissions, or availability.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICE AND AI OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRUSTREPLY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

TRUSTREPLY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE FROM ALL ATTACKS, OR THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PURPOSE.

Some jurisdictions don't allow the exclusion of certain warranties; in those jurisdictions the exclusions above apply only to the maximum extent permitted.

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOST DEALS, REPUTATIONAL HARM, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY.
• EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY, WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO TRUSTREPLY IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) USD $100.
• FOR FREE TIERS, TRIALS, AND PROMOTIONS, TRUSTREPLY'S TOTAL LIABILITY IS CAPPED AT USD $0, EXCEPT AS REQUIRED BY LAW.

These limitations apply even if any limited remedy fails of its essential purpose. Some jurisdictions don't allow the limitation or exclusion of certain damages; in those jurisdictions liability is limited to the maximum extent permitted by law.

By you. You will defend, indemnify, and hold harmless TrustReply and its officers, directors, employees, and agents from and against any claim, demand, loss, liability, damage, or expense (including reasonable attorneys' fees) arising from or related to:

• Your Customer Content;
• Your use of AI Output, including any third-party claim that AI Output was inaccurate, misleading, or caused harm;
• Your breach of these Terms or violation of law;
• Your gross negligence or willful misconduct.

By us. We will defend you against third-party claims alleging that the Service (excluding Customer Content, AI Output, and third-party components) infringes the third party's intellectual property rights, and pay damages finally awarded by a court. This is your sole and exclusive remedy for IP infringement claims against the Service.

Indemnification under this Section requires (a) prompt written notice of the claim, (b) sole control of the defense by the indemnifying party, and (c) reasonable cooperation from the indemnified party.

• Term. These Terms apply from when you first accept them until terminated.
• Termination for convenience. You may cancel your subscription at any time in-product. Cancellation stops auto-renewal; you retain access until the end of the current paid term. We may terminate or modify free-tier access at any time.
• Termination for cause. Either party may terminate immediately if the other materially breaches these Terms and fails to cure within 30 days of written notice (or immediately for breaches that cannot be cured).
• Effect of termination. Your right to use the Service ends. Within 30 days after termination, we'll delete or anonymize Customer Content, subject to legal-hold and backup-retention exceptions. On request before deletion, we'll provide a reasonable export of your Customer Content.
• Survival. Sections that by their nature survive termination — including IP, confidentiality, disclaimers, liability limits, indemnities, and dispute resolution — will survive.

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws principles. The UN Convention on Contracts for the International Sale of Goods does not apply.

Subject to Section 17 (Dispute Resolution), the state and federal courts located in New Castle County, Delaware will have exclusive jurisdiction over any dispute not subject to arbitration. [Placeholder: confirm jurisdiction once entity is formed. Adjust to your state of incorporation.]

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

• Informal resolution first. Before filing a claim, you agree to try to resolve the dispute by contacting legal@trustreply.app and giving us 60 days to address it.
• Binding arbitration. If we can't resolve the dispute informally, you and TrustReply agree to resolve any claim through final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration will be held in Delaware (or by video where the parties agree), and judgment may be entered in any court of competent jurisdiction. [Placeholder: confirm AAA + venue with counsel; some jurisdictions restrict consumer arbitration.]
• Exceptions. Either party may bring an individual claim in small-claims court, or seek injunctive relief in court to protect intellectual property or confidentiality.
• Class action waiver. YOU AND TRUSTREPLY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate claims or preside over a class proceeding.
• 30-day opt-out. You may opt out of the arbitration and class-waiver provisions of this Section by emailing legal@trustreply.app within 30 days of first accepting these Terms.

Neither party is liable for failure or delay caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil disturbance, labor dispute, governmental action, internet or telecommunications failure, third-party service outage, or pandemic. Payment obligations are not excused.

We may update these Terms from time to time. For material changes, we'll notify you by email or in-product at least 14 days before the changes take effect. Continued use after the effective date constitutes acceptance. If you don't accept, you must stop using the Service before the changes take effect.

• Entire agreement. These Terms, together with the Privacy Policy, DPA (if applicable), and any Order, are the entire agreement between the parties and supersede prior agreements on the subject.
• Order of precedence. If a conflict exists: (1) a signed Order, (2) the DPA, (3) these Terms, (4) the Privacy Policy.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.
• Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the rest will remain in force.
• No waiver. Failure to enforce a provision is not a waiver of future enforcement.
• No agency. The parties are independent contractors. No partnership, joint venture, or employment relationship is created.
• Notices. Notices to you may be given via in-product notice or email to your account address. Notices to us must be sent to legal@trustreply.app.
• U.S. Government users. The Service is “commercial computer software” under FAR/DFARS. Use, duplication, and disclosure are restricted accordingly.
• Export controls. You will comply with applicable export and sanctions laws and won't use the Service in violation of them.

Questions about these Terms? Email legal@trustreply.app.