Terms of Service

1. Acceptance of Terms

1.1. By creating an account, accessing, or using any part of the Service, you agree to be bound by these Terms, our Privacy Policy, and any additional terms and policies referenced herein.

1.2. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "you" and "your" will refer to that organization.

1.3. We reserve the right to update or modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website and, where practicable, by email or in-app notification. Your continued use of the Service after such changes constitutes acceptance of the revised Terms.

1.4. You must be at least 18 years of age (or the age of majority in your jurisdiction) to use the Service. By using the Service, you represent that you meet this requirement.

2. Definitions

For purposes of these Terms, the following definitions apply:

• "Account" means the user account you create to access the Service.
• "Content" means any information, data, text, audio, video, images, documents, web links, notes, annotations, summaries, and other materials uploaded to, generated by, processed through, or made available via the Service, including but not limited to YouTube videos, podcasts, web pages, PDFs, and user-created notes.
• "Credits" means the virtual units of measurement used to track and govern your usage of various operations and features within the Service. Credits are not currency and have no cash value.
• "Credit Balance" means the total number of Credits available in your Account at any given time, inclusive of all Credit types.
• "Daily Login Credits" means Credits awarded to your Account upon daily login, which expire at midnight in your local time zone on the day they are awarded.
• "Plan Credits" means Credits allocated to your Account on a monthly basis as part of your Subscription tier, which reset at the beginning of each billing cycle.
• "Top-Up Credits" means Credits purchased as one-time credit packs, which persist until used or until Account termination.
• "Reward Credits" means Credits earned through participation in VERIDIVE reward and referral programs, subject to program-specific terms and conditions.
• "Subscription" means your selected paid or free tier plan for accessing the Service.
• "AI Features" means features of the Service that utilize artificial intelligence, machine learning, or generative AI capabilities, including but not limited to research tools, content generation, smart analysis, and AI-assisted workflows.
• "Library" means the content management area of the Service where Users can save, organize, and access Content.
• "Intellectual Property" means all patents, copyrights, trademarks, trade secrets, know-how, and any other intellectual property rights.

3. Service Description

3.1. VERIDIVE is an AI-powered knowledge and research platform that provides tools for content analysis, research, organization, and generation. The Service includes, but is not limited to:

• (a) Content Processing and Analysis -- tools for processing, analyzing, summarizing, and extracting insights from various content types including, but not limited to, video, audio, web pages, documents, and notes;
• (b) Library and Organization -- content management, storage, organization, and retrieval features, subject to tier-specific limits;
• (c) AI Research Tools -- AI-assisted research, analysis, and exploration features;
• (d) Generative AI Features -- AI content generation capabilities, which may be restricted to certain Subscription tiers;
• (e) Browser Extension -- browser-based tools for capturing and interacting with web content;
• (f) Smart Objects and Integrations -- interactive elements and third-party service integrations.

3.2. Certain features, tools, and capabilities may be restricted to specific Subscription tiers. The availability and scope of features for each tier are as described on our pricing page and may be updated from time to time.

3.3. Evolving Technology. The Service utilizes artificial intelligence and machine learning technologies that are rapidly evolving. You acknowledge that AI technology is experimental and continuously improving, and that the capabilities, accuracy, and behavior of AI Features may change over time as the underlying technology develops.

3.4. We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice. We will use commercially reasonable efforts to provide advance notice of material changes.

4. Account Registration and Security

4.1. To access certain features of the Service, you must create an Account by providing accurate, current, and complete information.

4.2. You are responsible for maintaining the confidentiality of your Account credentials and for all activity that occurs under your Account. You agree to immediately notify VERIDIVE of any unauthorized use of your Account or any other security breach.

4.3. You may not create more than one Account per person. Duplicate accounts may be terminated, and any Credits, rewards, or benefits associated with duplicate accounts may be forfeited.

4.4. You may not share, sell, transfer, or otherwise make your Account available to any other person. Each Account is for individual use only, unless otherwise specified under an enterprise or team arrangement.

4.5. VERIDIVE reserves the right to suspend or terminate any Account that we reasonably believe is being used in violation of these Terms.

5. Subscription Plans and Billing

5.1. Subscription Tiers. The Service is offered through multiple Subscription tiers, including a free tier and various paid tiers. The features, Credit allocations, usage limits, and pricing for each tier are as published on our pricing page and may be updated from time to time.

5.2. Billing and Payment. Paid Subscriptions are billed on a monthly or annual basis, as selected by you at the time of purchase. Payment is processed through Stripe and any other payment processors we may use from time to time. You authorize us to charge your selected payment method for all applicable fees.

5.3. Annual Plans. If you select an annual billing cycle, you will be billed for the full annual amount at the start of each annual period. Plan Credits under annual Subscriptions vest (are allocated) on a monthly basis throughout the annual term.

5.4. Automatic Renewal. Your Subscription will automatically renew at the end of each billing cycle unless you cancel before the renewal date. You may cancel your Subscription at any time through your Account settings.

5.5. Price Changes. We may change Subscription pricing at any time. Price changes for existing subscribers will take effect at the beginning of the next billing cycle following notice of the change. We will provide at least 30 days' notice of any price increase.

5.6. Taxes. All fees are exclusive of taxes unless stated otherwise. You are responsible for all applicable taxes, and we will charge tax where required by law.

5.7. Failed Payments. If a payment fails, we may suspend or restrict your access to paid features until payment is successfully processed. We may retry failed payments and may downgrade your account to the free tier if payment cannot be collected after reasonable attempts.

6. Credits and Virtual Currency

6.1. Nature of Credits. Credits are a virtual unit of measurement used to track your consumption of Service operations and features. Credits are not legal tender, currency, or a stored-value instrument. Credits have no monetary or cash value and cannot be redeemed for cash.

6.2. Credit Allocation. Each Subscription tier includes a specified monthly allocation of Plan Credits, as published on our pricing page. Plan Credits are allocated at the beginning of each billing cycle and reset (unused Plan Credits do not roll over) at the start of the next billing cycle.

6.3. Daily Login Credits. Users may receive Daily Login Credits upon logging into the Service each day. The number of Daily Login Credits varies by Subscription tier, as specified on our pricing page. Daily Login Credits expire at midnight in your local time zone on the day they are awarded and cannot be accumulated or carried over.

6.4. Credit Consumption Priority. When you perform operations that consume Credits, they are deducted in the following order: (a) Daily Login Credits, (b) Plan Credits, (c) Top-Up Credits.

6.5. Insufficient Credits. If you do not have sufficient Credits to perform an operation, the operation will be blocked and you will be notified. You may obtain additional Credits by upgrading your Subscription tier or purchasing Top-Up Credit Packs (subject to eligibility requirements).

6.6. No Transfer. Credits are non-transferable between Accounts. You may not sell, trade, gift, or otherwise transfer Credits to any other person or Account.

6.7. Modification of Credit System. VERIDIVE reserves the right to modify Credit values, allocations, consumption rates, and associated costs at any time. We will provide at least 30 days' notice of material changes to the Credit system. Your continued use of the Service after such changes constitutes acceptance of the modified terms.

6.8. Non-Refundable. Credits are non-refundable except as required by applicable law. See Section 9 (Refund Policy) for additional details.

7. Top-Up Credit Packs

7.1. Availability. Top-Up Credit Packs are available as one-time purchases to Users with an active paid Subscription (i.e., users on a paid tier). Top-Up Credit Packs are not available to users on the free tier.

7.2. Purchase and Delivery. Top-Up Credit Packs are one-time purchases, not recurring subscriptions. Upon successful payment, the purchased Credits are instantly credited to your Account.

7.3. No Expiration. Top-Up Credits do not expire based on time. However, Top-Up Credits are forfeited upon Account termination or deletion, as described in Section 25.

7.4. Non-Refundable. Top-Up Credit Packs are non-refundable once the Credits have been credited to your Account, except as required by applicable law.

7.5. Pack Sizes and Pricing. Available Top-Up Credit Pack sizes and pricing are as published on our pricing page and may be updated from time to time.

8. Free Tier

8.1. Permanent Tier. The free tier is a permanent Subscription tier, not a free trial. Users on the free tier may use the Service indefinitely, subject to these Terms and the limitations of the free tier.

8.2. Limited Features and Credits. The free tier provides a limited allocation of monthly Plan Credits and Daily Login Credits, and restricts access to certain features. Specific allocations and limitations are as published on our pricing page.

8.3. Feature Restrictions. Certain features, including but not limited to Generative AI features, may not be available on the free tier and require a paid Subscription.

8.4. Modification. VERIDIVE reserves the right to modify the features, Credit allocations, and limitations of the free tier at any time, with or without notice.

9. Refund Policy

9.1. General Policy. Subscription fees and Credit purchases are generally non-refundable. When you cancel a Subscription, you will retain access to paid features until the end of your current billing period, but no refund will be issued for the remaining portion of that period.

9.2. Annual Plans. If you cancel an annual Subscription, no pro-rata refund will be issued. Your Subscription will remain active, and you will continue to receive monthly Credit allocations, until the end of the paid annual period.

9.3. Top-Up Credits. Top-Up Credits are non-refundable once credited to your Account.

9.4. Reward Credits. Reward Credits have no cash value and are non-refundable under any circumstances.

9.5. EU/EEA Residents. If you are a resident of the European Union or European Economic Area, you may have a right to cancel your purchase within 14 days of the transaction date under the Consumer Rights Directive. However, by accessing and using the digital content or service immediately upon purchase, you acknowledge and consent that the 14-day withdrawal period is waived upon commencement of service delivery, to the extent permitted by applicable law.

9.6. Consumer Protection. Nothing in these Terms limits or excludes your rights under applicable consumer protection laws that cannot be limited or excluded by contract. If applicable consumer protection laws in your jurisdiction entitle you to a refund, those rights shall apply notwithstanding anything to the contrary in these Terms.

9.7. Service Changes and Discontinuation. If VERIDIVE materially modifies or permanently discontinues the Service, we will use commercially reasonable efforts to provide advance notice. Credits, including Top-Up Credits, are subject to the terms of Section 6 and have no cash value regardless of the circumstances of Service discontinuation.

9.8. Discretionary Refunds. VERIDIVE may, at its sole discretion, issue refunds or Credits on a case-by-case basis. Any such action does not constitute a waiver of our right to deny future refund requests.

10. Reward and Referral Programs

10.1. Programs. VERIDIVE may from time to time offer reward and referral programs ("Reward Programs"), including but not limited to onboarding task rewards, daily login rewards, and friend referral programs. Participation in Reward Programs is optional and subject to program-specific terms.

10.2. Reward Credits. Credits earned through Reward Programs are Reward Credits and are subject to the general Credit terms in Section 6 as well as any program-specific terms.

10.3. Referral Program. Where a referral program is offered, both the referring User and the referred User may receive Credits upon a qualified referral event. Program terms, eligibility requirements, applicable caps, and reward amounts are specified within the Service interface and may be updated by VERIDIVE from time to time at its sole discretion.

10.4. Anti-Fraud. VERIDIVE has zero tolerance for abuse, manipulation, or gaming of Reward Programs. This includes, but is not limited to, creating multiple accounts, self-referrals, automated or scripted participation, and any other conduct intended to unfairly obtain Reward Credits. Violations may result in immediate disqualification from all Reward Programs, clawback of earned Reward Credits, and suspension or termination of your Account.

10.5. One Account Per Person. For purposes of Reward Programs, each individual person is limited to one Account. Multiple accounts controlled by the same person will be treated as a single participant, and excess Reward Credits may be revoked.

10.6. Modification and Termination. VERIDIVE reserves the right to modify, suspend, or terminate any Reward Program at any time, with or without notice. Earned Reward Credits that have already been credited to your Account prior to termination of a Reward Program will remain available subject to these Terms, unless forfeited due to a violation of these Terms.

10.7. No Cash Value. Reward Credits have no cash value, are non-transferable, and cannot be redeemed for cash.

11. Usage Limits and Rate Limiting

11.1. Tier-Specific Limits. Each Subscription tier is subject to specific usage limits, including but not limited to the number of Library items, content processing capacity, daily operations, and AI feature usage. These limits are as published on our pricing page and in-app documentation.

11.2. Exceeding Limits. If you exceed the usage limits of your Subscription tier, operations may be blocked or throttled until the next billing cycle, or until you upgrade to a higher tier or purchase additional Credits where applicable.

11.3. Rate Limiting. VERIDIVE may impose rate limits on API calls, requests, and operations to prevent abuse, ensure fair use, and maintain Service stability. Rate limits may vary by Subscription tier.

11.4. Fair Use. All Subscription tiers are subject to a fair use policy. VERIDIVE reserves the right to limit or suspend access for any User whose usage patterns suggest abuse, automated scraping, or other activity inconsistent with normal individual use.

12. Content Retrieval and Third-Party Sources

12.1. User-Directed Content Retrieval. The Service functions as a user-directed analytical tool that retrieves, analyzes, and organizes content from third-party online sources -- including but not limited to YouTube, TikTok, Instagram, X (Twitter), websites, podcasts, and other publicly accessible platforms -- solely at your direction and on your behalf. VERIDIVE does not independently select, curate, or endorse any third-party content. All content retrieval operations are initiated by you through the Service interface.

12.2. Third-Party Retrieval Services. VERIDIVE may utilize third-party service providers to facilitate the retrieval, processing, and analysis of content that you direct the Service to import. The availability and functionality of content retrieval features may depend on the continued availability and terms of such third-party service providers. VERIDIVE shall not be liable for any interruptions, modifications, or discontinuations of third-party retrieval services.

12.3. Transformative Analytical Purpose. Content retrieved through the Service is processed to generate transformative analytical outputs, including but not limited to summaries, insights, knowledge graphs, annotations, and structured data representations. The Service is designed to produce original analytical work product derived from source materials, not to reproduce or distribute copies of third-party content.

12.4. Source Attribution and Original Content. VERIDIVE maintains references to original content sources and provides attribution and links to original content where applicable. VERIDIVE does not claim ownership of any third-party content retrieved through the Service. Users are encouraged to access original content through its original source.

12.5. User Responsibility for Content Retrieval. You are solely responsible for ensuring that your content retrieval requests comply with all applicable laws, regulations, and the terms of service of the third-party platforms from which content is retrieved. You represent and warrant that your use of the Service to retrieve and analyze third-party content is lawful and does not infringe the rights of any third party.

12.6. Content Creator Rights and DMCA Procedures. VERIDIVE respects the rights of content creators and rights holders. If a content creator or rights holder believes that content retrieved or processed through the Service infringes their rights, they may submit a notice pursuant to the procedures set forth in Section 16 (DMCA and Copyright Complaints). VERIDIVE will respond to valid notices in accordance with applicable law.

12.7. Indemnification for Content Retrieval. You agree to indemnify, defend, and hold harmless VERIDIVE from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to content you directed the Service to retrieve, analyze, or process from third-party sources, including any claims by content creators, rights holders, platform operators, or any other third parties. This indemnification obligation is in addition to, and does not limit, your obligations under Section 21 (Indemnification).

13. User Content and Conduct

13.1. Your Content. You retain ownership of Content that you upload, submit, or input into the Service, subject to the license granted below. You are solely responsible for ensuring that your Content does not violate any third-party rights or applicable law.

13.2. License to VERIDIVE. By submitting Content to the Service, you grant VERIDIVE a non-exclusive, worldwide, royalty-free, sublicensable license to use, process, store, reproduce, and display your Content solely to the extent necessary to provide, maintain, and improve the Service.

13.3. AI Model Training. VERIDIVE does not use your individually submitted Content (including prompts, queries, uploaded materials, or retrieved third-party content) to train general-purpose AI models. We may use aggregated, de-identified, and anonymized usage data (such as feature usage patterns and error rates) to improve the Service. Data collected through safety and abuse monitoring systems is used solely for safety enforcement purposes and is not used for AI model training. If we ever change this position, we will provide at least 30 days' advance notice and obtain your affirmative consent where required by applicable law.

13.4. Third-Party Content. The Service retrieves and processes content from third-party sources solely at your direction. The Service functions as a user-directed analytical tool and VERIDIVE does not independently select, curate, or endorse third-party content. Content is retrieved for transformative analytical purposes, including summarization, analysis, and insight generation. We maintain references to original sources and provide attribution where applicable. You are responsible for ensuring that your use of such third-party content through the Service complies with the applicable terms of service of those third parties and with all applicable laws, including copyright law.

13.5. Prohibited Conduct. You agree not to:

• (a) Use the Service for any unlawful purpose or in violation of any applicable law or regulation;
• (b) Upload, transmit, or distribute any Content that is infringing, defamatory, obscene, harmful, threatening, harassing, or otherwise objectionable;
• (c) Attempt to gain unauthorized access to the Service, other user accounts, or any related systems or networks;
• (d) Use the Service to send spam, unsolicited communications, or bulk messages;
• (e) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service;
• (f) Use any automated means (bots, scrapers, crawlers) to access or interact with the Service, except through officially supported APIs;
• (g) Circumvent, disable, or interfere with any security, access control, or usage limitation features of the Service;
• (h) Resell, redistribute, or sublicense access to the Service or any output generated by the Service;
• (i) Use the Service in a manner that could damage, disable, overburden, or impair the Service or interfere with any other party's use of the Service;
• (j) Impersonate any person or entity or misrepresent your affiliation with any person or entity;
• (k) Use the Service to develop a competing product or service;
• (l) Use the Service to retrieve, process, or redistribute content in a manner that infringes the intellectual property rights of content creators, rights holders, or platform operators;
• (m) Use AI-generated outputs to deliberately misinform, deceive, or cause harm to any person or entity;
• (n) Present AI-generated outputs as human-authored work without appropriate disclosure where such disclosure is required by law or is reasonable under the circumstances;
• (o) Circumvent, exploit, or manipulate the Credit system, rate limits, usage quotas, or any other usage controls, including through automated scripts, multiple accounts, or any other means designed to obtain Credits or Service access beyond what is legitimately allocated to your Account;
• (p) Use AI-generated outputs from the Service to develop, train, fine-tune, or improve any competing AI model, machine learning system, or similar technology.

14. Responsible Use of AI Features

14.1. AI Guardrails. VERIDIVE implements automated safeguards ("AI Guardrails") designed to prevent harmful, abusive, or unsafe outputs from its AI Features. These guardrails may restrict certain prompts, queries, or operations. You agree not to attempt to circumvent, disable, or interfere with AI Guardrails, including through adversarial prompting, prompt injection, jailbreaking techniques, or any other method designed to bypass safety restrictions or elicit prohibited outputs.

14.2. Prohibited AI Uses. You may not use the AI Features of the Service to:

• (a) Generate, distribute, or promote misinformation, disinformation, or deliberately misleading content;
• (b) Generate content that is defamatory, harassing, threatening, abusive, or intended to harm others;
• (c) Generate content that promotes violence, hatred, discrimination, or illegal activities;
• (d) Impersonate individuals, organizations, or AI systems;
• (e) Generate fraudulent, deceptive, or misleading content for phishing, scam, or social engineering purposes;
• (f) Create content that exploits, harms, or endangers minors;
• (g) Generate content that infringes the intellectual property, privacy, or publicity rights of any third party;
• (h) Produce content for use as medical, legal, financial, or professional advice without appropriate disclaimers and human verification;
• (i) Engage in any activity that violates applicable laws or regulations;
• (j) Attempt to extract, reconstruct, or infer the training data, model weights, or proprietary techniques of the AI models used by the Service.

14.3. High-Risk Domain Restrictions. AI outputs must not be used as the sole or primary basis for decisions in domains where errors could cause significant harm to individuals, including but not limited to medical diagnosis or treatment, legal advice or proceedings, financial investment or trading decisions, employment or hiring decisions, insurance underwriting, housing decisions, and any other context where reliance on AI output without appropriate human professional oversight could result in material harm. If you use AI outputs in connection with any high-risk domain, you are responsible for ensuring that a qualified human professional reviews and validates the output before any action is taken.

14.4. User Responsibility. You are solely responsible for your use of AI Features and for any actions you take based on AI-generated outputs. VERIDIVE provides AI Features as tools to assist your research and analysis, but the ultimate responsibility for how outputs are used, shared, published, or relied upon rests entirely with you. You acknowledge that AI outputs may contain errors, inaccuracies, or biases, and you agree to independently verify any AI output before relying on it for any purpose.

14.5. No Liability for AI Output Use. VERIDIVE shall not be liable for any damages, losses, or harm arising from your use of, reliance on, publication of, or distribution of AI-generated outputs, including but not limited to financial losses, reputational damage, legal claims by third parties, or any other direct or indirect consequences of using AI outputs.

14.6. Enforcement. VERIDIVE reserves the right to suspend or restrict access to AI Features for any User who violates this section, without prior notice. Repeated violations may result in Account termination.

15. Intellectual Property

15.1. VERIDIVE IP. The Service, including all software, algorithms, models, designs, trademarks, logos, and documentation, is the exclusive property of VERIDIVE or its licensors and is protected by intellectual property laws. Nothing in these Terms grants you any right, title, or interest in or to the Service or VERIDIVE's Intellectual Property, except for the limited right to use the Service as expressly permitted by these Terms.

15.2. AI-Generated Output. Content generated by AI Features of the Service ("AI Output") is provided for your use subject to these Terms. You acknowledge that AI Output may not be unique to you and that other users may receive similar or identical output. VERIDIVE makes no claims of ownership over AI Output, but does not guarantee that AI Output is protectable as your intellectual property under applicable law.

15.3. Feedback. If you provide feedback, suggestions, or ideas about the Service ("Feedback"), you grant VERIDIVE an irrevocable, non-exclusive, royalty-free, worldwide license to use, modify, and incorporate such Feedback into the Service without any obligation to you.

16. DMCA and Copyright Complaints

16.1. DMCA Safe Harbor. VERIDIVE operates as a service provider within the meaning of 17 U.S.C. § 512(c) of the Digital Millennium Copyright Act ("DMCA"). Content processed through the Service is stored and displayed at the direction of Users. VERIDIVE does not have actual knowledge of infringing material on the Service unless properly notified through the procedures described below.

16.2. VERIDIVE respects the intellectual property rights of others and expects Users to do the same. If you believe that any Content available through the Service infringes your copyright, you may submit a DMCA takedown notice to our designated copyright agent.

16.3. DMCA Notice Requirements. A valid DMCA notice must include:

• (a) A physical or electronic signature of the copyright owner or authorized agent;
• (b) Identification of the copyrighted work claimed to be infringed;
• (c) Identification of the material claimed to be infringing, with sufficient information to locate it;
• (d) Your contact information (address, phone number, email);
• (e) A statement that you have a good faith belief that use of the material is not authorized by the copyright owner;
• (f) A statement, under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

16.4. Designated Agent. DMCA notices should be sent to:

VERIDIVE Agentic Intelligence Co.
Attn: Copyright Agent
8 The Green STE D
Dover, County of Kent, Delaware, 19901
Email: legal@veridive.com

16.5. Counter-Notice. If you believe your Content was removed or disabled by mistake or misidentification, you may submit a counter-notice with the required information as prescribed under the DMCA.

16.6. Repeat Infringers. VERIDIVE will terminate the Accounts of Users who are determined to be repeat infringers in appropriate circumstances.

17. Privacy and Data Protection

17.1. Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

17.2. By using the Service, you consent to the collection, processing, and transfer of your information as described in our Privacy Policy.

17.3. VERIDIVE implements commercially reasonable security measures to protect your data. However, no method of transmission or storage is completely secure, and we cannot guarantee absolute security.

18. Third-Party Services and Links

18.1. The Service may integrate with, link to, or rely upon third-party services, platforms, and content providers. Your use of such third-party services is subject to their respective terms and policies.

18.2. VERIDIVE is not responsible for the availability, accuracy, or content of third-party services, and does not endorse any third-party service by virtue of integration with or linking from the Service.

18.3. If a third-party service used by VERIDIVE modifies its terms, pricing, or availability, it may affect the functionality of the Service. VERIDIVE shall not be liable for any such impact.

19. Disclaimers

19.1. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

19.2. VERIDIVE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

19.3. VERIDIVE DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, RELIABILITY, OR QUALITY OF ANY AI OUTPUT, SUMMARIES, ANALYSES, OR OTHER CONTENT GENERATED BY THE SERVICE. AI OUTPUT MAY CONTAIN ERRORS, INACCURACIES, OR HALLUCINATIONS. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING AND VERIFYING ANY AI OUTPUT BEFORE RELYING ON IT.

19.4. VERIDIVE DOES NOT PROVIDE LEGAL, FINANCIAL, MEDICAL, OR PROFESSIONAL ADVICE. ANY INFORMATION PROVIDED THROUGH THE SERVICE IS FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE RELIED UPON AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.

19.5. THE SERVICE RELIES ON ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES THAT, WHILE DESIGNED TO BE HIGHLY ACCURATE, MAY PRODUCE ERRORS, INACCURACIES, OR INCOMPLETE RESULTS. YOU ACKNOWLEDGE AND ACCEPT THAT AI TECHNOLOGY IS INHERENTLY PROBABILISTIC AND THAT NO AI SYSTEM, INCLUDING THOSE USED BY THE SERVICE, CAN GUARANTEE 100% ACCURACY. AI FEATURES MAY OCCASIONALLY GENERATE CONTENT THAT IS INACCURATE, OFFENSIVE, INAPPROPRIATE, OR OTHERWISE OBJECTIONABLE. VERIDIVE IMPLEMENTS SAFETY MEASURES TO MINIMIZE SUCH OCCURRENCES BUT CANNOT GUARANTEE THEIR COMPLETE PREVENTION.

19.6. YOU ASSUME ALL RISK ASSOCIATED WITH YOUR USE OF AI-GENERATED OUTPUTS. VERIDIVE SHALL NOT BE HELD RESPONSIBLE FOR ANY FINANCIAL, LEGAL, REPUTATIONAL, OR OTHER DAMAGES ARISING FROM YOUR RELIANCE ON, USE OF, OR DISTRIBUTION OF AI-GENERATED CONTENT.

19.7. THE SERVICE MAY BE USED TO PROCESS THIRD-PARTY CONTENT FROM VARIOUS ONLINE SOURCES. VERIDIVE DOES NOT VERIFY THE ACCURACY, LEGALITY, OR APPROPRIATENESS OF THIRD-PARTY CONTENT AND MAKES NO WARRANTIES REGARDING SUCH CONTENT.

19.8. Some jurisdictions do not allow the exclusion of certain warranties. In such jurisdictions, the above exclusions apply to the fullest extent permitted by applicable law.

20. Limitation of Liability

20.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VERIDIVE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE.

20.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VERIDIVE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICE, OR ANY AI-GENERATED OUTPUT SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU HAVE PAID TO VERIDIVE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

20.3. THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY (WHETHER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF VERIDIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

20.4. WITHOUT LIMITING THE FOREGOING, VERIDIVE SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING FROM: (A) YOUR RELIANCE ON AI-GENERATED OUTPUTS FOR FINANCIAL, LEGAL, MEDICAL, OR OTHER CRITICAL DECISIONS; (B) THE USE OF AI OUTPUTS BY YOU OR ANY THIRD PARTY IN A MANNER THAT CAUSES HARM, MISINFORMATION, OR DAMAGE; (C) ANY ACTIONS TAKEN BY THIRD PARTIES (INCLUDING CONTENT PLATFORMS, CONTENT CREATORS, OR REGULATORS) IN RESPONSE TO CONTENT YOU RETRIEVED OR PROCESSED THROUGH THE SERVICE; (D) THE UNAVAILABILITY OR MODIFICATION OF THIRD-PARTY CONTENT SOURCES OR PLATFORMS.

20.5. Some jurisdictions do not allow the limitation or exclusion of liability for certain damages. In such jurisdictions, our liability shall be limited to the fullest extent permitted by applicable law.

21. Indemnification

21.1. You agree to indemnify, defend, and hold harmless VERIDIVE, its officers, directors, employees, agents, affiliates, and licensors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• (a) Your use of the Service;
• (b) Your violation of these Terms;
• (c) Your violation of any rights of a third party, including intellectual property rights;
• (d) Your Content or your use of Content accessed through the Service;
• (e) Any misrepresentation made by you;
• (f) Your use of AI-generated outputs, including any claims by third parties arising from content you published, shared, or distributed that was generated or informed by the Service;
• (g) Content you directed the Service to retrieve, analyze, or process from third-party sources, including any claims by content creators, rights holders, or platform operators.

21.2. VERIDIVE reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims.

22. Dispute Resolution and Arbitration

22.1. Informal Resolution. Before initiating any formal dispute resolution proceeding, you agree to first contact VERIDIVE at legal@veridive.com and attempt to resolve the dispute informally for at least 30 days.

22.2. Binding Arbitration. If the dispute is not resolved informally, you and VERIDIVE agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, except as modified herein.

22.3. CLASS ACTION WAIVER. YOU AND VERIDIVE AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

22.4. Arbitration Location. Arbitration shall take place in Kent County, Delaware, or at another mutually agreed location. For claims under $10,000, the arbitration may be conducted entirely by telephone or written submissions.

22.5. 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 or misappropriation of intellectual property rights.

22.6. Opt-Out. You may opt out of the arbitration and class action waiver provisions by sending written notice to legal@veridive.com within 30 days of first accepting these Terms. If you opt out, disputes will be resolved in the state or federal courts located in Kent County, Delaware.

23. Governing Law

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

23.2. To the extent that arbitration does not apply, you consent to the exclusive jurisdiction and venue of the state and federal courts located in Kent County, Delaware, for resolution of any disputes arising under these Terms.

24. Export Compliance

24.1. You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"), and the International Traffic in Arms Regulations maintained by the U.S. Department of State.

24.2. You represent and warrant that you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services, and that you are not on any U.S. government restricted party list.

25. Termination

25.1. Termination by You. You may terminate your Account at any time by contacting us or through your Account settings. Termination does not entitle you to a refund of any fees paid.

25.2. Termination by VERIDIVE. We may suspend or terminate your Account and access to the Service at any time, with or without cause and with or without notice, including but not limited to if we reasonably believe you have violated these Terms.

25.3. Effect of Termination. Upon termination of your Account:

• (a) All Plan Credits and Daily Login Credits are forfeited immediately;
• (b) All Top-Up Credits are forfeited upon Account deletion following the data retention period described below;
• (c) All Reward Credits are forfeited immediately;
• (d) Any outstanding fees or charges remain due and payable;
• (e) Your right to access and use the Service ceases immediately (except as provided below for data export);
• (f) Provisions of these Terms that by their nature should survive termination shall survive, including but not limited to Sections 12.7, 14, 15, 19, 20, 21, 22, 23, and 27.

25.4. Data Export and Deletion. Account deletion is permanent and irreversible. Once you confirm deletion, your Account, Content, Credits, and associated data are permanently removed and cannot be recovered. You are solely responsible for exporting any data you wish to retain before confirming deletion. VERIDIVE will retain only those records that are required by law (such as tax and financial transaction records) for the applicable statutory retention period.

25.5. Reinstatement. VERIDIVE is under no obligation to reinstate a terminated Account or restore any forfeited Credits, Content, or data.

26. Communications

26.1. By creating an Account, you consent to receive electronic communications from VERIDIVE, including but not limited to service announcements, administrative messages, billing notifications, and promotional messages.

26.2. You may opt out of promotional communications at any time by following the unsubscribe instructions in such communications. You may not opt out of service-related or transactional communications.

26.3. You agree that all communications provided to you electronically satisfy any legal requirement that such communications be in writing.

27. General Provisions

27.1. Entire Agreement. These Terms, together with the Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and VERIDIVE with respect to the Service and supersede all prior agreements, understandings, and communications.

27.2. Severability. If any provision of these Terms is held to be unenforceable or invalid, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from these Terms, and the remaining provisions shall continue in full force and effect.

27.3. Waiver. The failure of VERIDIVE to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by VERIDIVE.

27.4. Assignment. You may not assign or transfer your rights or obligations under these Terms without VERIDIVE's prior written consent. VERIDIVE may assign its rights and obligations under these Terms without restriction.

27.5. Force Majeure. VERIDIVE shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, internet or telecommunications failures, or third-party service disruptions.

27.6. No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms.

27.7. Headings. Section headings are for convenience only and shall not affect the interpretation of these Terms.

28. Accessibility

28.1. VERIDIVE is committed to making the Service accessible to all users. If you experience any accessibility barriers, please contact us at support@veridive.com.

29. Contact Information

29.1. If you have any questions or concerns about these Terms, please contact us at:

VERIDIVE Agentic Intelligence Co.
8 The Green STE D
Dover, County of Kent, Delaware, 19901
Email: legal@veridive.com