Platform Subscription Agreement

1.1 Formation. This agreement takes effect when Customer affirmatively accepts it in the Service or signs an Order incorporating it, whichever occurs first (Effective Date). Talden will provide a retainable copy of the accepted commercial terms and identify the accepted contractual versions. Access to a public marketing page, without affirmative acceptance, does not constitute acceptance of this agreement. A trial or other free account must accept before authenticated use.

1.2 Contract documents. This agreement, the accepted Order, the Confidentiality, Data Use and Processing Addendum (Data Addendum), the Agent and Integration Schedule (Agent Schedule), and any separately executed or affirmatively accepted feature, transfer or regulated-data rider form the Agreement. An Order is the completed self-service order record governed by Document 02, an organization order signed by both parties under Document 19, or a Limited Evaluation Authorization accepted by both parties under Document 22, section 1. A feature description, sales statement, roadmap, support response or purchase order does not amend the Agreement. Customer purchase-order terms are rejected; a purchase-order number is for administration only.

1.3 Priority. Mandatory transfer clauses prevail within their scope. An activated business associate agreement prevails for protected health information within its scope. The Data Addendum controls confidentiality, Customer Content use, personal-data processing, security and deletion. The Agent Schedule controls agent permissions and connected-account operations. An Order controls its expressly stated plan, price, quantity and subscription dates; a Limited Evaluation Authorization also controls its expressly limited evaluation scope and eligibility exception. Another negotiated departure controls only if a writing signed by both parties identifies the provision being changed and expressly states the departure. This agreement controls other conflicts. A later document date alone does not establish priority. Notices, the privacy and cookie statements, and the public security overview explain practices; they neither enlarge Talden's content license nor override contractual protections. An individual action approval cannot amend the Agreement.

1.4 Core terms. User means a natural person authorized to use Customer's account; for an individual subscription, Customer is the only User. Input means material submitted, selected for import or otherwise made available by or for Customer to the Service, including prompts, instructions, files, audio, images, connected-account material, matter information and user-authored workflows. Output means content generated for Customer by the Service from Input. Customer Content means Input, Output, Customer's edits, approved memories, and substantive content or identifiable matter information in embeddings, extracts, audit records, logs or support submissions. It excludes Talden Technology but not Customer's content embedded in that technology. Talden Technology means the Service's software, models, orchestration, interface, general templates, documentation, methods and other technology supplied by Talden or its licensors, excluding Customer Content. Third-Party Material means content or technology in which rights belong to someone other than Talden or Customer, including published authorities and licensed research materials.

1.5 Other terms. Personal Data means information about an identified or identifiable individual, including personal information protected by applicable privacy law. Business Day means a day other than Saturday, Sunday or a United States federal holiday. A day not specified as a Business Day is a calendar day. Written includes a retainable electronic communication; signed includes a valid electronic signature. The Contact Directory in Document 13, section 1 supplies Talden's formal contact information. References to sections in a document are to that document unless another document is identified. Headings do not change operative meaning. Including introduces examples, not an exhaustive list.

2.1 Professional-user eligibility. Each User must be at least 18, have a principal place of professional activity in the United States, and either (a) be an attorney currently authorized to practice in a United States jurisdiction, or (b) perform legal-support work under an identified attorney's appropriate supervision. A supervised User must obtain the supervisor confirmation described in Document 10, section 2 before accessing client-content functions. An inactive or retired attorney, student, consultant or compliance professional does not qualify merely by describing themselves as a legal professional. Talden may approve a separately limited evaluation account for public or synthetic materials in writing; that approval does not authorize unsupervised legal-advice use.

2.2 Purpose and status. Customer purchases for professional or business use, not personal, family or household legal advice. Each User must accurately state their role, location and, where relevant, supervising attorney; maintain that qualification; and promptly notify Talden if it changes. Talden may request proportionate verification and restrict access while a material discrepancy is resolved. Talden does not represent that it verifies every license or guarantees any User's professional status. Eligibility is not a representation that professional review has occurred.

2.3 Individual account. A self-service account is personal to its named User and has one private workspace. Reimbursement, an employer's email domain, use of a firm's payment card, or a supervisor's confirmation does not bind that organization to the Agreement, transfer the workspace, or give the organization administrative access. Customer remains responsible for obligations accepted individually. An organization becomes Customer only through an authorized acceptance expressly identifying it as Customer under an organization Order. No person may purport to bind an organization without actual authority. Organization functionality is unavailable unless an activated Order expressly provides it.

2.4 Content and task authority. Authority to subscribe is separate from authority to supply a client's information, connect a mailbox, process another person's data or authorize an external act. Customer must have the rights, instructions, permissions and lawful bases necessary for the particular material and operation, including permissions under client agreements, employment arrangements, protective orders and applicable professional rules. Customer need not own every supplied document; the required representation is authority for the instructed processing. Customer must not misrepresent that all persons mentioned in a file have consented when another lawful basis applies.

2.5 Access and security. Users must use their own credentials, keep credentials and devices reasonably secure, use offered verification controls, and promptly report suspected compromise. Account sharing, resale of access and transfer of credentials are prohibited. Customer is responsible for acts it or its Users authorize and for losses caused by its failure to perform these duties, subject to the Agreement. Possession of credentials is evidence of access, not conclusive proof that Customer authorized an act. Customer is not responsible under this section to the extent an event results from Talden's breach of its security duties. Talden may require reauthentication or suspend a compromised session.

2.6 Territory. New subscriptions are limited to United States-based Customers. Travel access requires compliance with applicable law, vendor-supported regions and any location restrictions notified in the Service; Talden may restrict a session where those conditions cannot be established. Talden does not promise United States-only processing. No User may evade a geographic or sanctions restriction. Personal Data requiring a transfer mechanism or specialist agreement not yet activated must not be submitted until the applicable International Processing and Transfer Rider or other required rider is effective. Talden's acceptance of a billing address is not approval of a particular cross-border data flow.

3.1 Access right. During an active subscription or approved trial, Talden grants Customer a nonexclusive, nontransferable right to use the Service within the accepted plan, Agreement and enabled permissions. Permitted work includes legal research, analysis, drafting, review and related professional and client work. Customer may edit, export and deliver permitted work product to clients, subject to source rights and the review requirements below. No additional royalty is payable to Talden for that permitted use of Output.

3.2 Scope. The individual beta includes the enabled Chat, Draft and Research modes, matter organization, approved personalization, supported exports and authorized background preparation. Microsoft 365 is the launch connected service and is read-only. External writes, email sending, calendar creation, filing, signing, purchases and permission changes are not enabled in the launch configuration. Google Workspace, Clio, messaging channels and team features are not included merely because code, a screen label or a permission description refers to them. An enabled future feature requires the activation prescribed by the Agent Schedule and, where applicable, a signed Feature Activation Rider.

3.3 Service changes. Talden may improve, replace or discontinue particular models or features and impose reasonable rate, storage and run limits to maintain lawful, secure operation. It may not use an unpublished limit to retroactively impose a charge or materially reduce a paid plan during its current paid period without supplying a reasonably equivalent function or the termination and refund remedy in section 10. Material changes to included usage or price take effect only under Document 02, section 10. No roadmap item is a delivery commitment. Support is best effort; no uptime, response-time or completion-time service level applies unless expressly signed.

3.4 Restrictions. Customer must not use the Service to practice law without authorization, misrepresent AI as a retained human lawyer, violate confidentiality or intellectual-property rights, obtain unauthorized access, circumvent security or usage controls, introduce malicious code, or interfere materially with the Service. Customer must not resell the platform, use automated extraction to replicate its nonpublic technology, or use the Service to train a competing general-purpose model. Reverse engineering is prohibited except to the extent applicable law permits notwithstanding this restriction. These restrictions do not prohibit lawful comparison, criticism, independent development, or handling legitimate legal evidence merely because the evidence concerns unlawful or sensitive conduct.

3.5 Sources and vendors. Customer must respect material source and integration restrictions disclosed for an enabled workflow. A user's subscription to a research database does not by itself authorize Talden to scrape, ingest, automate access to or redistribute that database. Talden may block a source or operation pending permission. Talden will not use an upstream policy to enlarge its license to Customer Content. A new material use restriction requires notice under section 14 unless immediate restriction is reasonably necessary for law, security or continued lawful supply.

4.1 Talden's role. Talden supplies software. It is not Customer's law firm, retained attorney, fiduciary, escrow agent or representative before a tribunal. No attorney-client relationship with Talden is formed by an account, prompt, conversation, payment or Output. Talden does not undertake conflicts checks, engagement acceptance, independent legal advice to Customer's clients, filing, deadline monitoring or keeping a matter's law current. Output can contain individualized, advice-like analysis; that capability does not mean Talden undertakes professional representation or assumes the professional's role.

4.2 Autonomous preparation. Within authorized scope, the Service may plan, research, generate, internally review and save work without asking Customer to approve each intermediate step. Background preparation may continue while Customer is absent. This autonomy is permission to perform software operations, not a representation that a human has reviewed the work or a delegation of professional judgment. Talden does not supply a mandatory human review service. Customer's obligations in this section arise before consequential use, not before every internal planning or drafting operation.

4.3 Known limitations. AI output may be confidently wrong, incomplete, outdated, biased or unsuitable for the jurisdiction or task. Errors can include fabricated or misattributed authorities, inaccurate quotations, incorrect factual or numerical conclusions, missing contractual provisions, OCR or extraction mistakes, and incomplete retrieval. The citation reviewer does not determine whether a decision remains good law. Research is public-source research, not a substitute for any citator or authoritative research necessary for the matter. Output may retain unresolved source checks. Ready and similar workflow labels indicate internal processing states, not legal correctness, human approval, complete verification or readiness for filing or client reliance.

4.4 Verification and independent judgment. Before using or sharing Output as legal advice or final work product, or relying on it for a consequential decision, Customer must ensure review by an appropriately qualified attorney, independent checking of material factual assertions and sources, resolution of material outstanding checks, and professional judgment appropriate to the matter. An attorney User who is appropriately qualified and authorized may personally perform that review; no second attorney is required solely by this provision. This duty applies to every User, including through the designated supervisor. Customer must not rely on the absence of a warning as confirmation of accuracy. Customer remains responsible for its final professional advice, decisions, filings and client deliverables. These duties do not excuse Talden's breach of its own express obligations or determine responsibility for a nonparty's independent claim.

4.5 Professional and client requirements. Customer is responsible for evaluating applicable competence, confidentiality, communication, consent, supervision, billing, tribunal-disclosure and recordkeeping duties. Necessary consent depends on the matter, client instructions, data practices and applicable rules; the Agreement does not represent that every AI-assisted task requires identical client consent. Customer must not use the Service contrary to a protective order or client restriction. Talden's internal review passes are not independent counsel or a citator. Customer must independently maintain deadlines, final executed documents and records that it is required to preserve.

4.6 Non-lawyer use and recipients. A supervised User may assist the supervising attorney but must not independently deliver legal advice or hold themselves out as authorized counsel. The Service is not supplied for unsupervised personal legal-advice reliance. Where Customer presents an AI interaction directly to another individual, Customer must disclose AI involvement and obtain any permissions required for that interaction, and must use only a feature separately approved for that audience. Client-facing interactive distribution is not included in the individual beta. Delivery of reviewed work product does not make the recipient a subscriber or subject the recipient automatically to this Agreement.

The initial Service is a paid or trial beta, as the Order specifies. Experimental features may change, fail, become unavailable or be withdrawn. Customer accepts the risk of beta performance limitations identified in the Agreement and must keep independent copies and controls appropriate to its work. Beta status does not diminish the Data Addendum, approved action boundaries, ownership grants, payment and cancellation rules, required refunds, or liabilities that cannot lawfully be limited. Later optional previews must be identified before activation; merely labeling an established paid feature a preview does not reduce already accepted protections for Customer Content.

6.1 Customer rights. As between the parties, Customer and its licensors retain rights in Input. To the extent Talden has transferable rights in Output, Talden assigns those rights to Customer on creation. This assignment does not convey rights belonging to third parties, reserve another customer's content for Customer, warrant uniqueness, or create copyright where applicable law does not recognize it. Similar Output may be generated independently for others without use of Customer Content.

6.2 Necessary license. Customer grants Talden a nonexclusive license to process Customer Content only to supply the authorized Service and perform the specifically permitted activities in the Data Addendum. Talden may extend that permission to approved subprocessors only to perform those activities. The license ends when processing is no longer permitted under the Data Addendum; permitted legal holds, backups and record retention do not authorize general exploitation. There is no perpetual commercial-use, advertising or shared-model improvement license to Customer Content.

6.3 Embedded material. Talden retains Talden Technology. To the extent Talden-owned pre-existing material is included in an authorized Output and necessary to use it as permitted, Talden grants Customer a perpetual, worldwide, royalty-free, nonexclusive license to use, reproduce, edit and distribute that material solely as part of that Output or Customer's resulting work product. This is not a right to extract and commercialize the underlying platform, general template library or model. Third-Party Material remains subject to its applicable rights, restrictions and required attribution; an assignment by Talden does not clear those rights.

6.4 Feedback. Customer may provide suggestions voluntarily. Talden may use nonconfidential suggestions to improve its products without payment, attribution or other obligation, and Customer grants the rights it controls necessary for that use. This permission does not include client materials, nonpublic matter facts, personal information or confidential content inadvertently included in feedback. Talden must handle such content under the Data Addendum. Talden may not use Customer's or a client's name, logo, testimonial or matter description publicly without specific permission from a person authorized to give it.

The Data Addendum applies to every subscription, including free trials, and protects nonpersonal confidential information as well as Personal Data. The Privacy Notice separately explains Talden's own account, website and business processing. Acceptance of the Agreement is not consent to unrelated marketing, optional tracking, a broader content license or disclosure of a client's information without necessary authority. Optional connected services and materially different processing require the specific activation described in the applicable schedule. Neither party guarantees that a court will recognize privilege or work-product protection, but each must perform its contractual confidentiality obligations.

Customer will pay the fees and authorized usage purchases stated in the Order. The individual plan, trial, credits, auto-refill, cancellation and refunds are governed by Document 02, not by a marketing page or an unspecified payment-processor setting. Talden is the supplier; Stripe processes payments unless the accepted Order expressly identifies another arrangement. Customer authorizes only the charges separately accepted at checkout or through a valid later authorization. Ending renewal, stopping an automation, disconnecting an account and deleting data are separate operations. None substitutes for another except where the Agreement expressly links them.

9.1 Limited service commitment. Talden will provide the material platform functions identified in the accepted Order and comply with its express data and security obligations. Customer must promptly report a material failure with information reasonably needed to investigate. For a remediable failure of the platform-function commitment, Talden may repair, reperform or provide a substantially equivalent function. If it cannot remedy a material failure within 30 days after a sufficiently specific notice, Customer may terminate the affected subscription and receive the unused prepaid subscription amount and unused Purchased Credit amount under Document 02. That is the exclusive contractual remedy for breach of the platform-function commitment, but not for breach of the Data Addendum, unauthorized action, nonwaivable liability or a mandatory statutory remedy.

9.2 Disclaimers. EXCEPT FOR EXPRESS COMMITMENTS IN THE AGREEMENT, THE SERVICE AND OUTPUT ARE PROVIDED AS IS AND AS AVAILABLE. TO THE EXTENT PERMITTED BY LAW, TALDEN DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE. TALDEN DOES NOT WARRANT OUTPUT ACCURACY, COMPLETENESS, CURRENCY, UNIQUENESS, LEGAL SUITABILITY, A PARTICULAR OUTCOME, UNINTERRUPTED ACCESS OR ERROR-FREE OPERATION. No disclaimer converts an expressly promised security or processing safeguard into a best-effort aspiration. Customer must not represent that Talden warrants the legal correctness of Customer's work product.

10.1 Suspension. Talden may restrict the affected account, feature, source or task if reasonably necessary to address a security threat, suspected material breach, loss of eligibility, lack of required authority, prohibited processing, an upstream suspension, exhaustion of credits or payment failure. It will use a scope proportionate to the issue and notify Customer promptly unless doing so is unlawful or would materially compromise security or an investigation. Talden need not await a cure period for an urgent risk. Where safe and lawful, access to existing work and export remains available. Customer may request review through Support; Talden will reasonably consider information correcting the basis for suspension.

10.2 Customer election. Customer may cancel future renewal at any time under Document 02 and retain the access paid for through the period end, unless it separately requests earlier closure or another valid ground permits suspension. Customer may terminate by requesting account closure, effective when the request is verified under Data Addendum Annex 3; cancellation of future billing takes effect on receipt under Document 02 and does not await closure verification. A Customer terminating for Talden's uncured material breach must first give a written notice identifying it and allow 30 days to cure, unless the breach is incapable of cure or applicable law permits immediate termination.

10.3 Talden termination. Talden may terminate for a material breach not cured within 10 days after notice, for an incurable material breach, or immediately where continued supply is unlawful or poses an imminent material security risk. Talden may terminate for convenience or sunset the paid Service on 30 days' notice. Where an upstream event makes that notice impossible, it will give the notice reasonably possible and the corresponding refund. Talden will not characterize its convenience termination as Customer breach solely to retain prepayments.

10.4 Effect and refunds. On expiry of paid access, new and recurring work stops and unused Included Credits expire. Auto-refill stops as provided in Document 02. A convenience termination, discontinuation without equivalent paid supply, or termination for Talden's uncured material breach results in the unused prepaid subscription refund and unused Purchased Credit refund specified there. A Customer-breach termination does not entitle Customer to a subscription refund, except as required by law; unused Purchased Credits are handled under Document 02 rather than forfeited as a penalty. Valid accrued payment obligations remain due.

10.5 Export and deletion. Termination of the entire Agreement initiates account closure. On account closure, whether initiated by Customer or Talden, Talden will follow the export, deletion and limited-retention mechanics in Data Addendum Annex 3. Ending only a paid subscription or feature does not by itself close the account. Export assistance is not a litigation-hold, archival or backup-restoration service. Customer should export before closure; Talden will provide the contractual export window where lawful and safe. Restrictions protecting another person's rights or preventing a security incident may require a verified, supervised export instead of direct access. Talden may not hold client content hostage to a disputed charge. Ending a payment subscription alone does not immediately erase saved work.

10.6 Survival. Ownership, permitted licenses in delivered Output, accrued payment obligations, confidentiality and processing while data is retained, indemnities, liability allocation, disputes, necessary interpretation provisions and exit obligations survive to the extent needed to give them effect. An expired agent authorization does not survive merely because this section does.

11.1 Covered claims. Customer will defend Talden and its officers, directors and employees against a third-party claim to the extent arising from (a) Input supplied without rights required for Talden's authorized processing; (b) an instruction or connected-account action that Customer lacked authority to authorize; (c) Customer's unlawful or materially prohibited use; or (d) Customer's provision of professional services or consequential use of Output in material breach of section 4. Customer will indemnify those persons for damages finally awarded, reasonable defense costs, and settlements it approves. This obligation does not apply to the extent the claim is caused by Talden's breach, fraud, willful injury, gross negligence or action outside the authorized scope. An Output error alone does not establish a Customer indemnity claim without a covered ground.

11.2 Procedure. Talden must promptly notify Customer, with delay excusing performance only to the extent of material prejudice, and provide reasonable cooperation at Customer's expense. Customer controls the defense with competent counsel reasonably acceptable to Talden. Talden may participate at its own expense, or at Customer's expense if a material conflict reasonably requires separate counsel. Customer may not settle without Talden's consent if settlement admits wrongdoing, imposes a nonmonetary obligation on an indemnified person, fails to release that person fully, or is not entirely funded by Customer. Talden may assume the defense at Customer's reasonable expense if Customer fails to undertake it after notice and a reasonable opportunity, or immediate action is required to protect a deadline.

11.3 Talden-side coverage. The individual beta does not include a Talden intellectual-property defense or indemnity. Ownership of Output is not an infringement warranty. Any separately agreed platform indemnity is only as stated in a signed enterprise rider. Talden may procure continued use, modify or replace an allegedly infringing component, disable an affected function, or terminate that function with the applicable unused prepaid refund. These measures do not limit nonwaivable remedies or excuse Talden's other express obligations. Infringement notices follow Document 12.

12.1 Excluded loss. Subject to section 12.4, neither party is liable to the other for indirect, incidental, special, consequential, exemplary or punitive loss, or lost profits, lost business opportunity, lost goodwill or anticipated savings, arising from the Agreement, regardless of legal theory or foreseeability. This exclusion does not eliminate covered third-party amounts under Customer's indemnity or reasonable, necessary, documented direct costs of containing a Security Incident caused by Talden's breach, legally required notices, or restoration of affected Customer Content from reasonably available copies. Those direct costs remain subject to the applicable cap; there is no promise of recovery of lost client transactions, settlements, legal fees or legal outcomes merely because they follow a data event.

12.2 Talden cap. Talden's and its affiliates', personnel's and suppliers' combined aggregate liability arising from the Agreement will not exceed the greater of (a) US$100 and (b) fees actually paid to Talden by Customer for the Service in the 12 months before the first event giving rise to the relevant claim or series of related claims (Ordinary Cap). For breach of the Data Addendum's confidentiality, security or restricted-content-use obligations, that combined aggregate limit is the greater of US$1,000 and twice those fees (Data Cap). Fees are calculated net of refunds made before the relevant first event and exclude taxes and the refundable purchase value of unused Purchased Credits at that time; a later refund does not retroactively reduce an accrued cap. The Data Cap replaces, and does not add to, the Ordinary Cap for covered claims. All awards and settlements for overlapping claims count only once; recovery under all capped claims may not exceed the higher applicable cap, and ordinary claims remain subject to the Ordinary Cap within that total. For claims with different measurement dates, the highest resulting applicable cap is the aggregate maximum, not a separate limit for each claim. Multiple legal theories, Users or documents do not multiply these caps.

12.3 Customer cap and exclusions. Customer's ordinary liability is subject to the Ordinary Cap calculated using Customer's fees. That cap and the loss exclusions do not limit Customer's payment obligations, covered indemnity obligations, misuse or misappropriation of Talden Technology, or breach of confidentiality protecting Talden's nonpublic technology. Talden's expressly due refunds and return or deletion duties are performance obligations, not damages extinguished by a damages cap.

12.4 Non-excludable matters. Nothing in the Agreement excludes or limits liability for fraud, willful injury, gross negligence, or a violation of law to the extent such liability cannot lawfully be excluded or limited; limits a mandatory privacy, consumer or other statutory remedy; prevents a regulator's action; or limits rights granted to a data subject under mandatory transfer clauses. A deliberate breach of a purely contractual obligation is not, solely because it is deliberate, treated as a willful tort. Enforceability remains governed by applicable law. This Agreement does not purport to bind a nonsubscribing client to its damages limits.

12.5 Basis. The fees reflect this allocation of software-supply risk, including low-price and free beta access. The allocation applies to permitted ordinary-negligence claims and despite failure of a limited remedy's essential purpose, but only to the extent lawful. Customer's own professional judgments and client engagements are not insured or guaranteed by Talden. Nothing here excuses either party from reasonable mitigation or authorizes duplicative recovery.

13.1 Informal resolution. A party raising a dispute concerning the Agreement or Service should send written notice describing the facts, requested relief and contact details to the other party's notice address. The parties will attempt in good faith to resolve it for 30 days after receipt. A reasonably requested discussion may be by telephone or video and may include counsel. Applicable limitation periods are tolled during that period. This process does not prevent a small-claims filing, a regulator complaint, timely preservation of a claim, or urgent provisional relief; it is not a forfeiture mechanism or a requirement for disclosure of privileged material.

13.2 Agreement to arbitrate. Except as stated in this section, either party may require final, binding arbitration of a dispute arising from the Agreement or the Service. Arbitration will be administered by the American Arbitration Association (AAA) before one neutral arbitrator under its applicable Commercial Arbitration Rules or, where the AAA determines they apply, its Consumer Arbitration Rules, together with applicable multiple-case filing rules. Current rules and filing procedures are available at AAA rules and filing information. The Federal Arbitration Act governs this arbitration agreement. Neither party may impose a conflicting private claims-batching, indefinite bellwether or mandatory delay procedure.

13.3 Procedure and cost. Hearings may be remote or by documents where permitted. Any required in-person consumer hearing will occur at a reasonably convenient location under applicable AAA rules. For other hearings, the seat is Sacramento County, California, unless the parties agree otherwise. Talden will pay fees allocated to the business under applicable consumer rules, law and required fee waivers; a User will not be charged more than those rules permit. For commercial cases, the applicable rules govern allocation. The arbitrator must apply governing substantive law, permit discovery reasonably necessary for a fair hearing, respect privileges, and issue a reasoned written award. Statutory fee-shifting and remedies remain available. There is no automatic prevailing-party attorney-fee award beyond applicable law or an express indemnity.

13.4 Individual proceedings. To the extent lawful, covered claims must be arbitrated individually, not on a class or representative basis. The arbitrator may award relief available to an individual claimant. No provision waives a nonwaivable right to seek public injunctive relief. A court, not the arbitrator, determines formation of this arbitration agreement, the validity or scope of this individual-proceeding restriction, and whether a claim for public injunctive relief must proceed in court. Other arbitrability questions are for the arbitrator to the extent permitted by law. If the individual-arbitration restriction is unenforceable for a claim, that claim proceeds in court rather than class arbitration, and severable arbitrable claims remain subject to arbitration. There is no standalone predispute class or jury waiver for litigation outside arbitration.

13.5 Exceptions. Either party may bring an eligible individual claim in small-claims court. Either may seek temporary court relief necessary to prevent imminent misuse of confidential information or intellectual property without waiving arbitration of the merits. Claims that law does not permit to be arbitrated, and nonwaivable public-injunctive claims excluded from arbitration by law, may proceed in a competent court. Courts may enter judgment on an award. If AAA declines administration because of Talden's noncompliance and Talden does not promptly cure, or AAA does not promptly resume administration after a cure, Customer may elect court; Talden may not compel a substitute forum selected unilaterally by Talden.

13.6 Opt-out. Customer may opt out of arbitration by sending a written notice to Talden's Legal Notices contact within 30 days after first accepting this arbitration provision. The notice need only identify Customer and its account email and state the election to opt out. Talden will confirm receipt. The election does not affect Service eligibility, pricing or other terms. An effective opt-out continues through renewals unless Customer later specifically agrees otherwise. A later amendment cannot revive an opted-out provision through passive use.

13.7 Law and court venue. California law governs the Agreement, excluding its conflicts rules and the United Nations Convention on Contracts for the International Sale of Goods. Subject to mandatory local rights, small-claims jurisdiction and the transfer clauses, the state courts in Sacramento County and the United States District Court for the Eastern District of California have exclusive jurisdiction over court proceedings arising from the Agreement, and each party consents to their jurisdiction. This choice does not displace mandatory law that cannot be waived.

14.1 Changes. Talden may propose revised terms on at least 30 days' direct notice. Nonmaterial clarifications may apply prospectively when posted with notice. A material change applies to Customer only on affirmative acceptance or a legally effective renewal acceptance following the stated notice; continued use alone will not introduce a new arbitration obligation or authorize broader use of existing Customer Content. Talden may require acceptance to continue beyond the current paid period. If Customer declines a necessary change, Talden may end supply at that period's end with the refunds, export and deletion protections applicable to a Talden convenience termination. Immediate changes narrowly necessary for law or security may restrict an affected function on prompt notice, but cannot retroactively enlarge charges or authorize use of previously supplied content for a new purpose.

14.2 Core protections. Talden will not unilaterally reduce confidentiality, permitted-content-use limits, mandatory processing protections or the security baseline for content already received. A genuinely optional new use requires specific, informed authorization before it starts. Price, renewal and auto-refill changes follow Document 02 as well as any applicable legal requirements. Accepted versions and material notices will be retained.

14.3 Notices. Formal notices to Talden must be sent to its Legal Notices email or postal address in the Contact Directory; ordinary support and privacy requests may use their designated routes. Notices to Customer go to the verified account or Order contact. Email notice is effective when sent without a delivery-failure response, except a statutory notice whose effectiveness requires receipt and a notice of breach, indemnity demand, arbitration demand or termination for breach, each of which is effective on actual receipt or documented delivery. A bounced message requires reasonable alternative delivery. Portal posting alone is insufficient for a required direct notice. Court process follows applicable procedural law, not this provision. Talden may update contact details by direct notice without changing substantive rights.

14.4 Assignment. Customer may not assign the Agreement without Talden's written consent, not unreasonably withheld for a transfer of substantially all of Customer's relevant business to a capable successor. Talden may assign to an affiliate or in a merger, reorganization or sale of substantially all relevant assets if the successor assumes the Agreement. No assignment permits broader content use, cancels accepted protections or overrides a required consent for restricted connected-account data. Any other assignment requires consent. An attempted assignment contrary to this section is ineffective to the extent permitted by law.

14.5 General. The parties are independent contractors. The Agreement creates no partnership, employment, fiduciary relationship or general power of attorney. Express indemnified persons may enforce their indemnity rights, and Talden's affiliates, personnel and suppliers may enforce the disclaimers and liability limits expressly protecting them. Apart from those rights and mandatory transfer-clause beneficiaries, the Agreement creates no third-party contractual enforcement rights. Failure to enforce once is not a waiver. An invalid provision is severed only to the extent necessary without rewriting a material bargain, subject to section 13's specific rule. Neither party is liable for delay caused by an event beyond its reasonable control, but that excuse does not authorize unlawful processing, excuse accrued payment or refund obligations, or suspend reasonable security and incident duties. A prolonged inability to supply paid service remains subject to section 10. The Agreement is the entire agreement for its subject matter and replaces earlier posted Talden terms for this accepted subscription, without purporting to extinguish accrued nonwaivable rights. It may be executed in counterparts and by electronic acceptance.