Terms of Service

1. Introduction and Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Comitie, Inc. (formerly IntakeIQ, Inc.) ("Comitie," "IntakeIQ," "Company," "we," "us," or "our") governing your access to and use of Comitie's services: the IntakeIQ platform available at app.intakeiq.io and the OrignIQ service (briefs, scored event lists, firm-branded event pages, advertising drafts, and Business Outreach), including all related software, APIs, tools, documentation, and services (collectively, the "Service"). References to "IntakeIQ" in these Terms refer to Comitie, Inc. as the provider of the Service.

By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy (incorporated herein by reference), and any applicable Order Form or subscription agreement executed between you and IntakeIQ. If you are accepting these Terms on behalf of a law firm, legal organization, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms.

If you do not agree to these Terms, you must not access or use the Service.

2. Description of the Service

IntakeIQ provides an AI-powered legal intake platform designed to help law firms and legal professionals pre-qualify potential cases through automated client intake processes without requiring direct client conversations. The Service utilizes a multi-AI consensus scoring system and may include, but is not limited to:

• AI-driven intake questionnaires and multi-AI case qualification workflows
• Automated client screening and consensus-based lead scoring using multiple AI foundation models (currently including Anthropic Claude and Meta Llama), all hosted within AWS Bedrock
• Case data collection, organization, and management tools
• Integration capabilities with third-party services including Clio (practice management), Cal.com (scheduling), and Stripe (payments)
• Analytics, reporting, and dashboard features
• API access for custom integrations

Comitie also provides OrignIQ, which reads public records in a Client's territory (one metro and one practice area) and may include, but is not limited to:

• A monthly brief summarizing layoff notices, visa filings, and agency actions in the territory, with every figure cited to its public record
• Events ranked for the Client's practice by volume, fit, and urgency
• Event pages published under the Client's name describing a specific public event, with a single intake form that delivers inquiries to IntakeIQ or to the Client's own case-management system
• Draft advertisements pointing to those pages, which run only after the Client approves them
• Business Outreach (an optional add-on): draft messages to business roles at employers that have filed notice or are likely to hire affected workers, which the Client approves and sends from its own mailbox

2.1 AI Disclaimer

The Service utilizes artificial intelligence and machine learning technologies from multiple third-party AI providers to assist with case qualification and intake processes. Each intake submission is processed by multiple AI providers simultaneously to generate independent evaluations as part of a consensus scoring system. AI-generated outputs, including case qualification scores, recommendations, and summaries, are intended solely as decision-support tools for licensed legal professionals. All legal determinations, case acceptance decisions, and client communications remain the sole responsibility of the Client and its licensed attorneys.

The same applies to OrignIQ. Briefs, event scores, and drafted pages, advertisements, and outreach messages are generated with the assistance of AI from public records and are decision-support tools. Nothing OrignIQ drafts is published or sent until the Client approves it, and the Client is responsible for reviewing it before approval.

An attorney-client relationship is formed only when a licensed attorney explicitly agrees to represent a client, typically through a signed engagement or retainer agreement.

IntakeIQ does not guarantee the accuracy, completeness, or reliability of any AI-generated output. Clients are responsible for independently verifying all information and exercising professional judgment before acting on any output from the Service.

2.2 Third-Party AI Providers

The Service processes intake data through foundation models hosted within AWS Bedrock (Amazon Web Services), which is IntakeIQ's sole third-party subprocessor for AI processing. The models currently used include Anthropic Claude and Meta Llama; AWS operates these models within its own environment, and Client Data is not transmitted to the model developers directly. All AI processing is covered by a signed Business Associate Agreement (BAA) with AWS. AWS Bedrock does not retain, store, or use Client Data for model training purposes. Data is transmitted to AWS Bedrock solely for the purpose of generating case evaluation scores and summaries. IntakeIQ regularly reviews AWS's data handling policies and will notify subscribing law firms of any material change to its AI processing arrangements. OrignIQ processes public records through the same subprocessor under the same protections; it does not process Client Data from intake forms.

2.3 OrignIQ: Not a Referral Service; Client Responsibility for Advertising

• Flat fees. OrignIQ is priced per territory. Comitie is never paid per lead, per inquiry, or per case, and no part of any fee is contingent on a matter being accepted.
• Client is the advertiser. Event pages, advertisements, briefs, and outreach messages carry the Client's name. The Client is the advertiser of record and is responsible for their content and for compliance with the rules of professional conduct, advertising and solicitation rules, and consumer protection laws of every jurisdiction in which they are published.
• Client approval. Nothing OrignIQ drafts is published, run, or sent until an authorized representative of the Client approves it. Comitie adds the labels and disclaimers that particular jurisdictions require (for example, "Attorney Advertising"), and the Client shall not remove or alter them.
• Advertising spend. Any budget the Client sets for advertisements is paid by the Client to the advertising platform under that platform's terms. It is not a Comitie fee, and Comitie does not mark it up.
• No solicitation. Comitie does not contact affected individuals by any means. Client shall not use OrignIQ, or information obtained through it, to contact affected individuals in violation of the solicitation rules that apply to Client. Business Outreach messages are addressed only to business roles, are approved by the Client, and are sent from the Client's own mailbox.
• Public records. OrignIQ's content is derived from records published by government bodies and is provided as information about employers and events. Comitie does not warrant that any filing is complete or accurate as published, and the Client is responsible for its own verification before acting.

3. Account Registration and Security

3.1 Account Creation

To use the Service, you must create an account by providing accurate, current, and complete registration information. You agree to promptly update your account information to keep it accurate and current.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials, including passwords and API keys. You agree to:

• Use strong, unique passwords and enable multi-factor authentication where available
• Not share account credentials with unauthorized individuals
• Notify IntakeIQ immediately at security@intakeiq.io upon discovering any unauthorized access or suspected security breach
• Accept responsibility for all activities that occur under your account

3.3 Authorized Users

Client may grant access to its employees, contractors, and agents ("Authorized Users") in accordance with the permissions and seat limits specified in the applicable Order Form. Client is responsible for ensuring that all Authorized Users comply with these Terms and shall be liable for any acts or omissions of its Authorized Users.

4. Subscription, Fees, and Payment

4.1 Subscription Plans

Access to the Service is provided on a subscription basis as specified in your Order Form or the pricing plan selected at the time of registration. Subscription terms, feature access, usage limits, and pricing are detailed in the applicable Order Form.

4.2 Fees and Payment

Client agrees to pay all fees specified in the applicable Order Form or subscription plan. Unless otherwise stated:

• Fees are invoiced in advance on a monthly or annual basis, as selected
• Payment is due within thirty (30) days of the invoice date
• All fees are quoted and payable in U.S. dollars
• Fees are non-refundable except as expressly provided in these Terms or required by applicable law

4.3 Taxes

All fees are exclusive of applicable taxes (including sales, use, VAT, and similar taxes). Client is responsible for all applicable taxes, excluding taxes based on IntakeIQ's net income.

4.4 Late Payment

Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. IntakeIQ reserves the right to suspend access to the Service for accounts with payments overdue by more than fifteen (15) days, upon providing at least five (5) business days' written notice.

4.5 Price Changes

IntakeIQ may modify its pricing upon at least sixty (60) days' prior written notice. Price changes will take effect at the start of the next renewal term. If Client does not agree to a price change, Client may terminate the subscription before the new pricing takes effect.

4.6 OrignIQ Territories

An OrignIQ subscription is sold by territory. A territory is one metro and one practice area, as listed on the Order Form. Unless the Order Form states otherwise:

• Territory and Immigration Territory plans are annual, billed as stated on the Order Form, with a month-to-month option at the higher monthly rate shown on the pricing page.
• Territory Exclusive is annual only. For the term, Comitie will not sell the same territory to another firm for the same practice area.
• Business Outreach is an add-on to any territory, billed with it.
• Each territory after the Client's first is discounted 25%. IntakeIQ is discounted 20% with any territory.
• Month-to-month territories may be cancelled effective at the end of any month. Annual territories and exclusivity run for the full term and renew as set out in Section 15.2.
• Advertising budgets are paid to the advertising platform, not to Comitie, and are not fees under these Terms (see Section 2.3).

Current list prices are published at comitie.com/pricing; the Order Form governs where it differs.

5. Data Ownership and Intellectual Property

5.1 Client Data Ownership

Client retains all right, title, and interest in and to all data, content, and information that Client or its Authorized Users submit, upload, or transmit through the Service ("Client Data").

This includes, without limitation:

• Intake form responses and case qualification data
• Client and prospective client contact information
• Case details, documents, notes, and communications
• Custom workflows, templates, and configurations created by Client

IntakeIQ does not claim ownership of Client Data. Nothing in these Terms transfers ownership of Client Data to IntakeIQ.

5.2 License to Client Data

Client grants IntakeIQ a limited, non-exclusive, worldwide license to access, use, process, store, transmit, and display Client Data solely to the extent necessary to:

• Provide, operate, and maintain the Service
• Comply with applicable law or valid legal process
• Enforce these Terms

This license terminates upon the expiration or termination of Client's subscription, subject to Section 12 (Data Retention and Deletion).

5.3 Aggregated and De-Identified Data

IntakeIQ may create aggregated, anonymized, or de-identified data derived from Client Data ("Aggregated Data") that cannot reasonably be used to identify Client, its Authorized Users, or any individual. IntakeIQ does not use identifiable intake form data for product improvement, analytics, benchmarking, or internal model training. Any analysis for service improvement purposes is performed only on Aggregated Data from which individual intake submissions cannot be identified. Client acknowledges and agrees that Aggregated Data is owned by IntakeIQ.

5.4 IntakeIQ Intellectual Property

IntakeIQ and its licensors retain all right, title, and interest in and to the Service, including all underlying software, AI models, algorithms, machine learning technologies, user interfaces, designs, documentation, APIs, and all related intellectual property rights (collectively, "IntakeIQ IP"). These Terms do not grant Client any rights to IntakeIQ IP except for the limited right to access and use the Service during the subscription term in accordance with these Terms.

5.5 AI Model Training

IntakeIQ will not use Client Data to train general-purpose AI or machine learning models without Client's prior written consent.

Any AI model improvements derived from Client's use of the Service will be based solely on Aggregated Data as described in Section 5.3.

5.6 Feedback

If Client provides suggestions, feature requests, or other feedback regarding the Service ("Feedback"), Client grants IntakeIQ an irrevocable, perpetual, royalty-free license to use, modify, and incorporate such Feedback into the Service or other products without obligation to Client.

5.7 OrignIQ Briefs, Event Pages, and Public Records

Briefs, event scores, event-page templates, and the compilations of public records that OrignIQ produces are IntakeIQ IP under Section 5.4. Comitie grants Client a non-exclusive, non-transferable license to use them internally and, for event pages and advertisements, to publish them under Client's name for the subscription term. Client retains all rights in its name, marks, and any copy it supplies, and grants Comitie a license to use them solely to publish the pages and advertisements Client approves. Inquiries received through an event page are Client Data under Section 5.1. The underlying public records remain public; nothing in these Terms restricts either party's use of them.

7. Confidentiality

7.1 Definition

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, Client Data, business plans, pricing, technical data, product roadmaps, and security practices.

7.2 Obligations

The Receiving Party agrees to:

• Protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care
• Use Confidential Information solely for the purpose of performing obligations or exercising rights under these Terms
• Not disclose Confidential Information to any third party except to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Section

7.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party before receipt from the Disclosing Party without restriction; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully received from a third party without restriction.

7.4 Compelled Disclosure

If the Receiving Party is compelled by law, regulation, or legal process to disclose Confidential Information, it shall provide the Disclosing Party with prompt notice (to the extent legally permitted) to allow the Disclosing Party to seek a protective order or other appropriate remedy.

7.5 Attorney-Client Privilege

IntakeIQ acknowledges that Client Data may include information subject to attorney-client privilege, attorney work product doctrine, or other legal protections. IntakeIQ shall not take any action that would waive, diminish, or otherwise impair such protections. IntakeIQ's access to Client Data in providing the Service shall not be deemed a waiver of any such privilege or protection.

8. Service Level Agreement (SLA)

8.1 Uptime Commitment

IntakeIQ commits to maintaining 99.9% monthly uptime for the Service ("Uptime Commitment"), measured as the percentage of total minutes in a calendar month during which the Service is available and operational, excluding Scheduled Maintenance and Excused Downtime.

Monthly Uptime Percentage = ((Total Minutes in Month - Unscheduled Downtime Minutes) / Total Minutes in Month) x 100

8.2 Scheduled Maintenance

IntakeIQ will provide at least forty-eight (48) hours' advance notice of scheduled maintenance windows via email and in-app notification. Scheduled maintenance will be conducted during off-peak hours (typically between 12:00 AM and 6:00 AM Eastern Time on weekends) to the extent practicable. Scheduled maintenance periods are excluded from the Uptime Commitment calculation.

8.3 Excused Downtime

The following events are excluded from the Uptime Commitment calculation:

• Force majeure events as defined in Section 15.6
• Client-caused issues, including misconfiguration or excessive API usage exceeding documented rate limits
• Failures of third-party services or infrastructure not within IntakeIQ's reasonable control
• Emergency maintenance required to address critical security vulnerabilities, provided IntakeIQ uses reasonable efforts to provide advance notice

8.4 Service Credits

If IntakeIQ fails to meet the Uptime Commitment in any calendar month, Client may request service credits in accordance with the following schedule:

Service credits must be requested in writing within thirty (30) days of the end of the month in which the downtime occurred. Service credits are applied to future invoices and are not redeemable for cash. Service credits shall not exceed 30% of the monthly fee for the affected month. Service credits are Client's sole and exclusive remedy for failure to meet the Uptime Commitment.

8.5 Support

IntakeIQ provides technical support in accordance with the support tier specified in Client's Order Form. Standard support includes:

• Email support during business hours (9:00 AM – 6:00 PM Eastern Time, Monday – Friday)
• Target initial response time of four (4) business hours for critical issues and one (1) business day for non-critical issues
• Access to online documentation and knowledge base

Enhanced and premium support tiers with 24/7 availability and dedicated account management may be available as specified in the Order Form.

8.6 Status Page

IntakeIQ maintains a publicly accessible status page at status.intakeiq.io providing real-time and historical information about Service availability, ongoing incidents, and scheduled maintenance.

9. Acceptable Use

9.1 Permitted Use

The Service is intended for use by licensed law firms, legal professionals, and their authorized staff for the purpose of legal intake and case qualification. Client agrees to use the Service in compliance with all applicable laws, regulations, professional conduct rules, and these Terms.

9.2 Prohibited Conduct

Client shall not, and shall not permit any Authorized User or third party to:

• Use the Service to provide legal advice or legal services to the public, except through Client's own licensed attorneys
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Service
• Access or attempt to access the accounts, data, or systems of other IntakeIQ clients
• Introduce viruses, malware, or other harmful code into the Service
• Use the Service to transmit spam, phishing communications, or other unsolicited messages
• Use automated means (bots, scrapers, crawlers) to access the Service except through documented APIs
• Sublicense, resell, or redistribute access to the Service to third parties without IntakeIQ's prior written consent
• Use the Service in any manner that violates applicable data protection, privacy, or professional ethics regulations
• Circumvent or attempt to circumvent any usage limits, rate limits, or security controls
• Use OrignIQ, or information obtained through it, to contact individuals affected by a layoff or other public event in violation of applicable solicitation rules, or publish any OrignIQ page or advertisement without the approval and disclaimers required by Section 2.3

9.3 Age Restriction

The Service is not directed to individuals under the age of 18. Client acknowledges that intake forms include an age affirmation requiring prospective clients to confirm they are 18 years of age or older before submitting. IntakeIQ does not knowingly collect personal information from children under 13. If IntakeIQ becomes aware that a child under 13 has provided personal information, it will promptly delete such information in compliance with the Children's Online Privacy Protection Act (COPPA).

9.4 Enforcement

IntakeIQ reserves the right to investigate suspected violations of this Section and to suspend or terminate access to the Service for any Client or Authorized User engaging in prohibited conduct, with notice where practicable.

10. Third-Party Integrations

10.1 Availability

The Service may offer integrations with third-party applications, platforms, and services ("Third-Party Services"), including legal practice management systems, CRM platforms, and communication tools.

10.2 Third-Party Terms

Client's use of Third-Party Services is governed by the applicable third party's terms of service, privacy policy, and other agreements. IntakeIQ is not responsible for the availability, functionality, security, or data handling practices of any Third-Party Service.

10.3 Data Sharing with Third-Party Services

When Client enables a third-party integration, Client authorizes IntakeIQ to share Client Data with the applicable Third-Party Service to the extent necessary to operate the integration. Client is responsible for reviewing and accepting the data handling practices of any Third-Party Service before enabling an integration.

11. Privacy and Data Processing

11.1 Privacy Policy

IntakeIQ's collection, use, and disclosure of personal information is governed by the IntakeIQ Privacy Policy, which is incorporated into these Terms by reference. Client agrees to review the Privacy Policy and to ensure that its use of the Service is consistent with the Privacy Policy.

11.2 Data Processing

To the extent IntakeIQ processes personal data on behalf of Client, IntakeIQ acts as a data processor (or service provider, as applicable under relevant law). The parties shall execute a Data Processing Agreement ("DPA") upon Client's request, specifying the nature, purpose, and duration of processing, the types of personal data, and the categories of data subjects.

11.3 No Sale of Personal Information

IntakeIQ does not sell personal information. IntakeIQ does not "share" personal information for cross-context behavioral advertising as defined under the California Consumer Privacy Act (CCPA/CPRA).

11.4 Data Location

Client Data is stored and processed in the United States unless otherwise specified in the applicable Order Form. IntakeIQ will not transfer Client Data outside the United States without Client's prior written consent, except where required by applicable law.

11.5 Data Security

IntakeIQ implements and maintains industry-standard administrative, physical, and technical safeguards designed to protect Client Data from unauthorized access, disclosure, alteration, or destruction. IntakeIQ's security program includes, at a minimum:

• HIPAA-compliant infrastructure with signed Business Associate Agreements
• AES-256 encryption at rest for all databases and file storage
• TLS 1.2+ encryption in transit for all data transmissions
• Field-level encryption for Protected Health Information
• Role-based access controls and multi-tenant data isolation
• Comprehensive audit logging for all PHI access
• AWS CloudTrail for infrastructure-level audit trails
• Real-time monitoring and alerting via AWS CloudWatch

12. Data Retention and Deletion

12.1 During the Subscription Term

IntakeIQ retains Client Data for the duration of the subscription term and makes it available to Client through the Service's standard export functionality.

12.2 Inactive Intake Data

If a subscribing law firm has not acted on an intake submission within twenty-four (24) months, IntakeIQ will automatically delete the associated intake data unless the law firm has flagged it for retention.

12.3 Post-Termination

Upon expiration or termination of the subscription:

• IntakeIQ will make Client Data available for export for a period of thirty (30) days following the effective date of termination ("Retrieval Period")
• Client is responsible for exporting its Client Data during the Retrieval Period
• Following the Retrieval Period, IntakeIQ will delete all associated Client Data within ninety (90) days, except as required to comply with applicable law, regulation, or valid legal process
• Individuals who submitted intake forms may request deletion of their data at any time by contacting IntakeIQ. Such requests will be processed within forty-five (45) days, subject to any legal obligations requiring continued retention

12.4 Deletion Certification

Upon Client's written request, IntakeIQ will provide written certification of the deletion of Client Data from its production systems.

13. Warranties and Disclaimers

13.1 IntakeIQ Warranties

IntakeIQ warrants that:

• The Service will perform materially in accordance with the applicable documentation during the subscription term
• IntakeIQ will provide the Service in a professional and workmanlike manner consistent with generally accepted industry standards
• IntakeIQ has the legal right and authority to enter into these Terms and provide the Service
• The Service, as provided by IntakeIQ, will not knowingly infringe any third party's intellectual property rights

13.2 Client Warranties

Client warrants that:

• Client has the legal right and authority to enter into these Terms
• Client's use of the Service will comply with all applicable laws, regulations, and professional conduct rules
• Client has obtained all necessary consents and authorizations to submit Client Data through the Service
• Client Data does not and will not infringe any third party's rights

13.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 13.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." INTAKEIQ DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. INTAKEIQ DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT OR DATA WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED.

INTAKEIQ SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY AI-GENERATED OUTPUT, CASE QUALIFICATION RESULT, OR RECOMMENDATION PRODUCED BY THE SERVICE. CLIENT ACKNOWLEDGES THAT AI OUTPUTS ARE DECISION-SUPPORT TOOLS AND NOT A SUBSTITUTE FOR PROFESSIONAL LEGAL JUDGMENT.

14. Limitation of Liability

14.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO INTAKEIQ DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14.3 Exceptions

The limitations in Sections 14.1 and 14.2 shall not apply to: (a) a party's breach of its confidentiality obligations under Section 7; (b) Client's payment obligations; (c) either party's indemnification obligations under Section 15.1; (d) Client's breach of the HIPAA Compliance Disclaimer in Section 6, including any submission of PHI in violation of these Terms; or (e) liability arising from a party's willful misconduct or gross negligence.

15. General Provisions

15.1 Indemnification

IntakeIQ Indemnification.

IntakeIQ shall defend, indemnify, and hold harmless Client from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from allegations that Client's authorized use of the Service infringes a third party's intellectual property rights. IntakeIQ's obligations under this Section do not apply to claims arising from: (a) Client's modification of the Service; (b) Client's combination of the Service with products or services not provided by IntakeIQ; or (c) Client's continued use of a version of the Service after being notified to migrate to a non-infringing version.

Client Indemnification.

Client shall defend, indemnify, and hold harmless IntakeIQ from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) Client Data or Client's use of the Service in violation of these Terms or applicable law; (b) Client's breach of its representations or warranties under these Terms; or (c) any dispute between Client and its clients or prospective clients arising from the intake process.

15.2 Term and Termination

Term.

These Terms are effective as of the date Client first accesses the Service and continue for the duration of the subscription term specified in the applicable Order Form, unless earlier terminated.

Renewal.

Unless otherwise specified in the Order Form, subscriptions automatically renew for successive periods equal to the initial term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

Termination for Cause.

Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice; or (b) becomes insolvent, files for bankruptcy, or ceases operations.

Termination for Convenience.

Client may terminate these Terms at any time upon thirty (30) days' written notice, provided that no refund of pre-paid fees shall be due except as required by applicable law.

OrignIQ Territories.

Section 4.6 governs the term and cancellation of OrignIQ territories: month-to-month territories end at the close of any month on notice; annual territories and exclusivity run for the full term and renew under this Section.

Effect of Termination.

Upon termination, Client's right to access and use the Service immediately ceases (subject to the Retrieval Period in Section 12.3). Sections that by their nature should survive termination shall survive, including Sections 5, 7, 12, 13, 14, and 15.

15.3 Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

Any dispute arising out of or relating to these Terms that cannot be resolved through good-faith negotiations within thirty (30) days shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Dover, Delaware. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

15.4 Notices

All notices under these Terms shall be in writing and sent to the email address associated with Client's account (for notices to Client) or to legal@intakeiq.io (for notices to IntakeIQ). Notices are deemed received upon confirmed delivery.

15.5 Assignment

Neither party may assign these Terms without the other party's prior written consent, except that either party may assign these Terms without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee agrees to be bound by these Terms.

15.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including natural disasters, acts of government, pandemics, war, terrorism, labor disputes, power failures, internet or telecommunications failures, or cyberattacks. The affected party shall provide prompt notice and use reasonable efforts to mitigate the impact.

15.7 Modifications

IntakeIQ may modify these Terms from time to time by posting the revised Terms on its website and providing at least thirty (30) days' prior notice to Client (via email or in-app notification) before material changes take effect. Client's continued use of the Service after the effective date of the modified Terms constitutes acceptance. If Client does not agree to the modified Terms, Client may terminate the subscription before the changes take effect.

15.8 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

15.9 Entire Agreement

These Terms, together with the Privacy Policy, any executed Order Form, and DPA, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, and communications, whether oral or written.

15.10 Waiver

The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that party's right to enforce such provision or any other provision in the future.

16. Contact Information

For questions about these Terms, please contact:

For security concerns: security@intakeiq.io

For privacy inquiries: privacy@intakeiq.io

For general support: support@intakeiq.io