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Terms of Service

Last Updated: February 19, 2026

Version: 2026-02-19

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Dillingham Capital, LLC, a Texas limited liability company ("Company," "we," "us," or "our"), governing your access to and use of the Contract Intelligence platform, including all related services, features, and functionality (collectively, the "Service").

By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

1. DEFINITIONS

"AI Features" means any functionality within the Service that utilizes artificial intelligence or machine learning, including but not limited to contract analysis, clause extraction, risk scoring, benchmark comparisons, savings opportunity identification, and any other automated analysis or recommendations.

"Customer Data" means all data, documents, files, text, and other content that you upload, submit, or otherwise provide to the Service, including but not limited to contracts, agreements, and related business documents.

"Output" means any analysis, summary, extraction, score, recommendation, insight, or other result generated by the Service's AI Features based on processing of Customer Data.

"Subscription" means the plan selected by the Customer that determines the scope of access to the Service, including any usage limits, feature availability, and pricing terms as described on the Company's pricing page or in an applicable order form.

2. IMPORTANT DISCLAIMERS REGARDING AI FEATURES

2.1 NOT LEGAL, FINANCIAL, OR PROFESSIONAL ADVICE

The Service, including all AI Features and Output, does not constitute legal advice, financial advice, accounting advice, or any other form of professional advice. The Output generated by the Service is provided for informational and organizational purposes only. You must not rely on any Output as a substitute for consultation with qualified legal, financial, accounting, or other professional advisors. The Company is not a law firm, accounting firm, or financial advisory firm, and the use of the Service does not create an attorney-client, fiduciary, or professional advisory relationship between you and the Company.

2.2 NO GUARANTEE OF ACCURACY OR COMPLETENESS

The Company does not guarantee, warrant, or represent that any Output produced by the AI Features will be accurate, complete, current, or error-free. AI and machine learning technologies are inherently probabilistic and may produce results that are incorrect, incomplete, misleading, or inconsistent. Output may include "hallucinations" or fabricated information that appears plausible but is factually incorrect. The same input may produce different Output at different times. You acknowledge and accept these inherent limitations.

2.3 CUSTOMER RESPONSIBILITY

You are solely responsible for independently verifying all Output before making any decisions or taking any actions based thereon. You agree that you will not make any legal, financial, business, or other significant decisions based solely on Output from the Service without independent verification by qualified professionals. Any reliance on the Output is at your sole risk, and the Company shall not be liable for any decisions made, actions taken, or failures to act based on the Output.

3. SERVICE DESCRIPTION AND ACCESS

3.1 Service Description

Contract Intelligence is a software-as-a-service platform that provides AI-assisted contract management, analysis, and organization tools. The Service enables customers to upload, store, analyze, and manage contracts and related business documents. Features may include, but are not limited to, contract data extraction, risk analysis, renewal tracking, spend analytics, benchmark comparisons, and decision support.

3.2 Access Rights

Subject to your compliance with these Terms and payment of applicable fees, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription term solely for your internal business purposes. This right is conditioned upon your continued compliance with all terms and conditions herein.

3.3 Restrictions

You agree not to:

4. CUSTOMER DATA

4.1 Ownership

As between the Company and Customer, Customer retains all right, title, and interest in and to all Customer Data. Nothing in these Terms shall be construed to transfer ownership of Customer Data to the Company.

4.2 License to Company

Customer grants the Company a limited, non-exclusive, worldwide license to use, process, store, and transmit Customer Data solely as necessary to provide the Service and as otherwise described in these Terms. This license is limited to the duration of the Subscription and shall terminate upon deletion of Customer Data as described in Section 4.5.

4.3 AI Processing

You acknowledge and agree that Customer Data may be processed by third-party AI services, including services provided by Anthropic, PBC ("Anthropic"), to generate Output. The Company utilizes zero-retention API configurations, meaning Customer Data sent to Anthropic for processing is not stored or used by Anthropic for model training purposes. However, Customer Data may be temporarily held in memory during processing. The Company shall use commercially reasonable efforts to ensure that all third-party AI service providers maintain appropriate data protection standards, but the Company does not guarantee the security practices of such third-party providers.

4.4 Data Security

The Company shall implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data from unauthorized access, disclosure, alteration, or destruction. These safeguards include, but are not limited to, encryption of data in transit and at rest, role-based access controls, and regular security assessments. Notwithstanding the foregoing, no method of electronic transmission or storage is completely secure, and the Company cannot guarantee absolute security of Customer Data.

4.5 Data Deletion

Upon termination of the Subscription, Customer may request deletion of all Customer Data. The Company shall delete all Customer Data within thirty (30) days of receiving such request, except to the extent that retention is required by applicable law or regulation. Customer may also request deletion of specific Customer Data at any time during the Subscription term through the Service's administrative interface or by contacting the Company.

5. SUBSCRIPTIONS AND PAYMENT

5.1 Subscription Plans

The Service is offered through various subscription plans with different features, usage limits, and pricing. The details of each plan are described on the Company's pricing page or in an applicable order form. The Company reserves the right to modify, add, or discontinue subscription plans at any time, subject to Section 5.5.

5.2 Fees

You agree to pay all fees associated with your selected Subscription plan. All fees are quoted in United States Dollars (USD) unless otherwise specified. Fees are non-refundable except as expressly set forth in these Terms or as required by applicable law.

5.3 Payment Terms

Payment is due in advance for each billing period (monthly or annual, as selected). You authorize the Company to charge your designated payment method on a recurring basis at the beginning of each billing period. If any payment fails, the Company may suspend access to the Service until payment is received. The Company reserves the right to charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

5.4 Taxes

All fees are exclusive of applicable taxes. You are responsible for paying all taxes, levies, duties, and governmental assessments associated with your use of the Service, excluding taxes based on the Company's net income. If the Company is required to collect or remit any such taxes, the amount will be added to your invoice.

5.5 Price Changes

The Company may change Subscription fees upon at least thirty (30) days' prior written notice to Customer. Fee changes will take effect at the beginning of the next billing period following the notice period. Your continued use of the Service after the fee change takes effect constitutes your acceptance of the new fees. If you do not agree to the fee change, you may terminate your Subscription before the new fees take effect in accordance with Section 6.3.

5.6 Free Trials

The Company may offer free trial periods at its sole discretion. Free trials are limited to one per Customer and may be subject to additional terms. At the end of a free trial, your Subscription will automatically convert to a paid Subscription at the then-current rate unless you cancel before the trial period ends. The Company reserves the right to modify or discontinue free trial offers at any time without notice.

6. TERM AND TERMINATION

6.1 Term

These Terms are effective as of the date you first access or use the Service and continue until terminated in accordance with this Section 6.

6.2 Renewal

Unless otherwise specified in an applicable order form, Subscriptions will automatically renew for successive periods equal to the initial Subscription term (monthly or annual) unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

6.3 Termination by Customer

You may terminate your Subscription at any time through the Service's account settings or by contacting the Company. Termination will be effective at the end of the current billing period. No refunds or credits will be provided for partial billing periods, except as required by applicable law.

6.4 Termination by Company

The Company may terminate or suspend your access to the Service immediately and without prior notice if: (a) you breach any material provision of these Terms; (b) you fail to pay any amount when due; (c) your use of the Service poses a security risk to the Service or any third party; (d) your use of the Service may subject the Company to liability; or (e) your account has been inactive for a period exceeding twelve (12) months. The Company may also terminate the Service or any part thereof at any time upon sixty (60) days' written notice.

6.5 Effect of Termination

Upon termination: (a) all rights and licenses granted to you under these Terms will immediately cease; (b) you must immediately cease all use of the Service; (c) you remain liable for all fees accrued prior to termination; and (d) Customer Data will be handled in accordance with Section 4.5. Sections 1, 2, 4.1, 7, 8, 9, 10, 11, 12, and 13 shall survive any termination or expiration of these Terms.

7. INTELLECTUAL PROPERTY

7.1 Company IP

The Service, including all software, algorithms, user interfaces, designs, text, graphics, logos, icons, images, and documentation, together with all intellectual property rights therein, are and shall remain the exclusive property of the Company and its licensors. These Terms do not grant you any right, title, or interest in or to the Service, except for the limited access rights expressly set forth in Section 3.2. All rights not expressly granted herein are reserved by the Company.

7.2 Feedback

If you provide any suggestions, ideas, enhancement requests, feedback, recommendations, or other information relating to the Service ("Feedback"), you hereby assign to the Company all right, title, and interest in and to such Feedback. The Company shall be free to use, disclose, reproduce, license, or otherwise distribute and exploit the Feedback without obligation or restriction of any kind. You acknowledge that the Company may already be developing or may in the future develop features or products similar to your Feedback.

8. CONFIDENTIALITY

8.1 Definition

"Confidential Information" means any non-public information disclosed by one party ("Discloser") to the other party ("Recipient"), whether orally or in writing, 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, but is not limited to, Customer Data, business plans, product roadmaps, pricing information, technical data, trade secrets, and know-how.

8.2 Obligations

The Recipient shall: (a) use the Discloser's Confidential Information only as necessary to perform its obligations or exercise its rights under these Terms; (b) protect the Discloser's 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; and (c) not disclose the Discloser's Confidential Information to any third party, except to employees, contractors, and agents who have a need to know and are bound by obligations of confidentiality at least as protective as those set forth herein.

8.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Recipient; (b) was known to the Recipient prior to disclosure by the Discloser without obligation of confidentiality; (c) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information; or (d) is lawfully received by the Recipient from a third party without restriction on disclosure. The Recipient may also disclose Confidential Information to the extent required by law, regulation, or court order, provided that the Recipient gives the Discloser prompt written notice (to the extent permitted by law) and reasonable cooperation in any effort to obtain protective treatment.

9. DISCLAIMER OF WARRANTIES

THE SERVICE, INCLUDING ALL AI FEATURES AND OUTPUT, IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

THE COMPANY DOES NOT WARRANT THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE OUTPUT WILL BE ACCURATE, RELIABLE, OR COMPLETE; (D) ANY DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED; OR (E) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE COMPANY'S WARRANTIES ARE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Consequential Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE).

10.2 Liability Cap

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL CUMULATIVE LIABILITY UNDER OR RELATING TO THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT OF FEES PAID BY YOU TO THE COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00).

10.3 Basis of the Bargain

You acknowledge and agree that the Company has offered the Service and entered into these Terms in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that such disclaimers and limitations reflect a fair and reasonable allocation of risk between the parties, and that such disclaimers and limitations form an essential basis of the bargain between you and the Company. The Company would not be able to provide the Service to you on an economically reasonable basis without these limitations.

10.4 Exceptions

Nothing in this Section 10 shall limit: (a) the Company's liability for fraud, gross negligence, or willful misconduct; (b) either party's liability for death or personal injury caused by its negligence; or (c) any liability that cannot be excluded or limited under applicable law.

11. INDEMNIFICATION

11.1 Customer Indemnification

You agree to indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, agents, and successors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; (d) any Customer Data you submit to the Service, including any claim that such data infringes or misappropriates the intellectual property rights of any third party; or (e) any decisions made, actions taken, or failures to act based on Output from the Service.

11.2 Procedure

The Company shall: (a) provide you with prompt written notice of any claim subject to indemnification (provided that failure to provide timely notice shall not relieve your indemnification obligations except to the extent you are materially prejudiced by such failure); (b) grant you sole control of the defense and settlement of such claim (provided that you may not settle any claim that imposes obligations on the Company without the Company's prior written consent); and (c) provide reasonable cooperation at your expense in the defense and settlement of such claim.

12. DISPUTE RESOLUTION

12.1 Informal Resolution

Before initiating any formal dispute resolution proceedings, you agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Service ("Dispute") informally by contacting the Company at legal@dillinghamcapital.com. The parties shall use good faith efforts to resolve any Dispute within sixty (60) days of receipt of written notice of the Dispute. If the Dispute is not resolved within this period, either party may proceed to binding arbitration as set forth below.

12.2 Binding Arbitration

Any Dispute that is not resolved through informal resolution shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and, where appropriate, the AAA's Supplementary Procedures for Consumer-Related Disputes. The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA rules. The arbitration shall be conducted in Dallas, Texas, unless the parties mutually agree to a different location or to virtual proceedings. The arbitrator shall apply the substantive law of the State of Texas without regard to conflict of law principles. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with the arbitration, unless the arbitrator determines that a party's claims or defenses were frivolous, in which case the arbitrator may award reasonable attorneys' fees to the prevailing party.

12.3 Class Action Waiver

YOU AND THE COMPANY AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS ARBITRATION PROVISION SHALL BE NULL AND VOID.

12.4 Opt-Out

You may opt out of the arbitration and class action waiver provisions of this Section 12 by sending written notice of your decision to opt out to legal@dillinghamcapital.com within thirty (30) days of first accepting these Terms. Your notice must include your name, mailing address, and a clear statement that you wish to opt out of the arbitration and class action waiver provisions. If you opt out, neither you nor the Company will be required to arbitrate Disputes, and all Disputes will be resolved in the state or federal courts located in Dallas County, Texas.

12.5 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights, copyrights, trademarks, trade secrets, or confidentiality obligations. Additionally, either party may bring an action in small claims court if the claim falls within such court's jurisdictional limits.

13. GENERAL PROVISIONS

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. Any legal action or proceeding not subject to arbitration shall be brought exclusively in the state or federal courts located in Dallas County, Texas, and each party irrevocably consents to the personal jurisdiction and venue of such courts.

13.2 Entire Agreement

These Terms, together with any applicable order form, privacy policy, and any other documents incorporated by reference, constitute the entire agreement between you and the Company regarding the Service and supersede all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral, relating to the subject matter hereof.

13.3 Amendments

The Company may amend these Terms from time to time by posting the updated Terms on the Service and updating the "Last Updated" date. Material changes will be communicated to you via email or through a prominent notice within the Service at least thirty (30) days before they take effect. Your continued use of the Service after the amended Terms take effect constitutes your acceptance of the amended Terms. If you do not agree to the amended Terms, you must stop using the Service and terminate your Subscription.

13.4 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent, and the remaining provisions of these Terms shall continue in full force and effect.

13.5 Waiver

No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. Any waiver must be in writing and signed by the waiving party to be effective.

13.6 Assignment

You may not assign or transfer these Terms, or any rights or obligations hereunder, without the prior written consent of the Company. The Company may freely assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section shall be null and void. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

13.7 Notices

All notices under these Terms must be in writing. Notices to the Company shall be sent to legal@dillinghamcapital.com. Notices to you will be sent to the email address associated with your account. Notices shall be deemed received when sent by email upon confirmed delivery or, if sent by certified mail, upon receipt.

13.8 Force Majeure

Neither party shall be liable for any failure or delay in performance of its obligations under these Terms (except for payment obligations) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, pandemics, power outages, internet or telecommunications failures, cyberattacks, or failures of third-party service providers. The affected party shall give prompt written notice of such event and use commercially reasonable efforts to resume performance as soon as practicable.

14. CONTACT INFORMATION

If you have any questions about these Terms of Service, please contact us:

Dillingham Capital, LLC

Email: legal@dillinghamcapital.com

Website: https://dillinghamcapital.com

© 2026 Dillingham Capital, LLC. All rights reserved.