Terms of Use

1. Parties and acceptance

These Terms of Use ("Terms") govern access to and use of the Stipulate platform, including the analysis engine, API, and any associated web interfaces (collectively, the "Service"), operated by Stipulate Technologies, Inc., a Delaware corporation ("Stipulate," "we," or "us").

By creating an account or accessing the Service, the entity on whose behalf you are acting ("Licensee" or "you") agrees to be bound by these Terms. If you do not have authority to bind the entity, do not create an account. The Service is not offered to or intended for natural persons acting in a consumer capacity; it is available only to businesses and institutions operating in a commercial or professional context.

2. License grant

Subject to these Terms and timely payment of applicable fees, Stipulate grants Licensee a non-exclusive, non-transferable, non-sublicensable limited license to access and use the Service solely for Licensee's internal business purposes — specifically, to analyze commercial accounts receivable that Licensee already holds and to generate demand correspondence in Licensee's own name on those accounts.

All rights not expressly granted are reserved. No ownership interest in the Service, the underlying software, or any intellectual property of Stipulate is transferred by these Terms.

3. Permitted and prohibited use

Licensee may use the Service to: (a) analyze agreements and invoices relating to accounts Licensee holds as the original creditor or as an assignee; (b) generate demand correspondence to be sent by Licensee in Licensee's own name; and (c) evaluate the Service during the trial period.

Licensee may not: (a) use the Service on accounts belonging to or acquired from a third party for collection purposes unless Licensee is the assignee of record; (b) use the Service to practice law or represent to any counterparty that the Service constitutes legal advice; (c) reverse engineer, decompile, or attempt to extract the source code or underlying models; (d) resell, sublicense, or make the Service available to third parties; (e) use the Service in any manner that violates applicable law, including debt collection statutes, court rules, or licensing requirements; or (f) submit documents that Licensee does not have the right to process.

4. Accounts and security

Licensee is responsible for maintaining the confidentiality of login credentials and for all activity that occurs under Licensee's account. Licensee must notify Stipulate promptly of any suspected unauthorized access. Stipulate reserves the right to suspend accounts exhibiting signs of unauthorized access or abuse.

5. Subscription, fees, and payment

Access to the Service beyond the trial period requires a paid subscription. The current subscription fee is $249 per month, billed on a monthly basis through the payment processor designated by Stipulate. Fees are non-refundable except as required by applicable law.

In addition to the monthly subscription fee, Licensee agrees to pay a success fee on amounts recovered using Stipulate-generated demands, as described in the subscription agreement presented at activation. The success fee is assessed only on amounts actually received by Licensee. Stipulate reserves the right to adjust pricing on thirty (30) days' written notice to Licensee's registered email address.

Failure to pay fees when due may result in suspension or termination of access after reasonable notice.

6. Trial period

Stipulate offers a 14-day free trial from the date of account creation. During the trial, Licensee has full access to the Service. No credit card is required to begin a trial. At the conclusion of the trial, access will be suspended unless Licensee activates a paid subscription. Stipulate may modify or discontinue trial offerings at any time.

7. Intellectual property

The Service and all components thereof, including the analysis engine, models, databases, and user interface, are the exclusive property of Stipulate and its licensors and are protected by applicable intellectual property laws. Licensee acquires no right, title, or interest in the Service except the limited license set forth in Section 2.

Licensee retains all rights in the documents and data it submits to the Service. By submitting content to the Service, Licensee grants Stipulate a limited license to process that content solely to provide the Service and to maintain, improve, and operate the platform, including aggregated and de-identified use for model training and quality purposes.

8. Confidentiality

Each party agrees to keep confidential the other party's non-public business information disclosed in connection with the Service, and to use such information only to fulfill its obligations under these Terms. This obligation does not apply to information that is or becomes publicly known through no breach of these Terms, is independently developed, or is required to be disclosed by law or court order.

9. Disclaimer — not legal advice

THE SERVICE IS SOFTWARE. STIPULATE IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL ADVICE. THE SERVICE DOES NOT ESTABLISH AN ATTORNEY-CLIENT RELATIONSHIP WITH LICENSEE OR ANY OF ITS CUSTOMERS OR COUNTERPARTIES. STATUTORY CITATIONS AND ANALYSES GENERATED BY THE SERVICE ARE PROVIDED FOR INFORMATIONAL PURPOSES SO THAT FINDINGS CAN BE VERIFIED AGAINST PRIMARY SOURCES. WHETHER A PARTICULAR PROVISION APPLIES TO A PARTICULAR ACCOUNT IS A LEGAL QUESTION THAT LICENSEE SHOULD EVALUATE WITH QUALIFIED COUNSEL.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." STIPULATE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF HARMFUL COMPONENTS.

10. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL STIPULATE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO LICENSEE'S USE OF OR INABILITY TO USE THE SERVICE, EVEN IF STIPULATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

STIPULATE'S AGGREGATE LIABILITY FOR ANY CLAIMS ARISING UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE TO STIPULATE IN THE TWELVE MONTHS PRECEDING THE CLAIM.

11. Indemnification

Licensee agrees to indemnify, defend, and hold harmless Stipulate and its officers, directors, employees, and agents from and against any claims, liabilities, damages, and expenses (including reasonable attorney fees) arising out of: (a) Licensee's use of the Service in violation of these Terms; (b) Licensee's violation of applicable law; or (c) demands or communications sent by Licensee using Service output.

12. Term and termination

These Terms are effective from the date of account creation and continue until terminated. Licensee may terminate at any time by canceling the subscription and ceasing use of the Service. Stipulate may terminate or suspend access upon breach of these Terms, failure to pay fees after reasonable notice, or as required by law.

Upon termination, the license granted under Section 2 terminates immediately. Sections 7–11 and 13–15 survive termination.

13. Modifications

Stipulate may update these Terms from time to time. Material changes will be communicated to Licensee's registered email address at least thirty (30) days before taking effect. Continued use of the Service after the effective date of updated Terms constitutes acceptance. If Licensee objects to a material change, Licensee's sole remedy is to terminate the subscription before the effective date.

14. Governing law and dispute resolution

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Any dispute arising out of or relating to these Terms or the Service that is not resolved informally shall be submitted to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association, seated in New Castle County, Delaware, conducted in English. 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 prevent unauthorized use or disclosure of confidential information or intellectual property.

15. General

These Terms constitute the entire agreement between Stipulate and Licensee regarding the Service and supersede all prior agreements on the same subject. If any provision is found unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and all other provisions remain in full force. Stipulate's failure to enforce any provision is not a waiver of its right to do so later. Licensee may not assign these Terms without Stipulate's prior written consent. These Terms may be executed in counterparts.

Questions about these Terms may be directed to legal@stipulatesystems.com.