End-User License and Terms of Service

Fluxguard End-User License and Terms of Service

This End-User License Agreement and Terms of Service (“Agreement”) is a legal agreement for the use of products and services provided by LegitScript LLC and its subsidiary Fox and Geese LLC (“LegitScript,” "Fluxguard," "we," or "our"), each an Oregon limited liability company. Fluxguard includes the trade name Versionista, and these names may appear in connection with certain products or services. The Fluxguard products and services include Fluxguard.com ("Fluxguard"), Versionista.com ("Versionista"), and their associated web-based applications, materials, tools, products, services, or documentation provided by LegitScript (collectively, “Platform Services”).

Last updated: October 2026

By accessing or using Platform Services, you agree to be legally bound by this Agreement without exception, unless you have entered into a separate written agreement with LegitScript. If you are using Platform Services on behalf of a business or employer (you and such business or employer, collectively “User,” “you,” or “your”), you are accepting this Agreement on its behalf, and that business or employer agrees to be bound by this Agreement. If User does not agree to the terms of this Agreement, User may not use or access Platform Services. Platform Services incorporate and are performed with the assistance of artificial intelligence technologies. By accessing or using Platform Services, User expressly consents to LegitScript’s use of such technologies subject to the terms set out in the section titled USE OF ARTIFICIAL INTELLIGENCE below.

User certifies that: (i) it is not acting on behalf of any person, group, entity, or nation named by any Executive Order or the United States Treasury Department, through its Office of Foreign Assets Control (“OFAC”) or otherwise, as a terrorist, “Specially Designated Nation”, “Blocked Person”, or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule or regulation that is enforced or administered by OFAC or another department of the United States government; and (ii) User is not operating on behalf of, or instigating or facilitating this transaction on behalf of, any such person, group, entity or nation. Such persons, groups, entities, and nations are prohibited from utilizing our products or services. Please read this Agreement carefully. Sometimes additional terms or product requirements (such as those related to certain Platform Services configuration options) may apply. If additional terms or conditions are available with or applicable to Platform Services or any component thereof, then those additional terms become part of your agreement with LegitScript.

DEFINITIONS

“AI Technologies” means artificial intelligence, machine learning, natural language processing, large language models, foundation models, generative artificial intelligence, and related algorithmic or statistical techniques, whether developed by LegitScript or licensed from, or hosted by, a third party, that are used by or on behalf of LegitScript in the provision or performance of Platform Services. Each feature or function of Platform Services that uses AI Technologies is an “AI Feature.”

“AI Provider” means a third party that supplies, hosts, or operates AI Technologies used in the provision or performance of Platform Services.

“Applicable Laws” means any applicable federal, state, local, or foreign (including transnational) law, rule, regulation, directive, administrative rule, or judicial decree (including, without limitation, laws related to unauthorized access of computers or networks, damage to computers or networks, copyrights, trademarks or trade secrets, and laws, rules, and regulations governing the development, provision, deployment, or use of artificial intelligence systems and the processing of personal data, including Regulation (EU) 2024/1689 (the “EU AI Act”), Regulation (EU) 2016/679 (the “GDPR”) and the UK GDPR, or the privacy of individuals).

“Content” means all information (including without limitation text, data, images, or any other content) accessed, copied, downloaded, saved, or acquired from any Online Services through Platform Services or otherwise made available to User through Platform Services.

“Input” means any Content, User Information, prompt, instruction, configuration, query, document, or other data that is submitted to, or processed by, an AI Feature by User or at User’s direction.

“Online Service” means any website or other Internet properties, computer, computer network, or service available online, whether operated by User, LegitScript, or a third party.

“Output” means any text, summary, classification, extraction, comparison, score, translation, code, image, recommendation, alert, or other content generated by an AI Feature in response to an Input.

GRANT OF LICENSE

Provided that you pay all applicable fees and other charges, LegitScript hereby grants you a personal, revocable, non-transferable, non-assignable, non-sublicensable, and non-exclusive limited license to access and use Platform Services as expressly permitted in this Agreement. This license is for the sole purpose of enabling you to use the Platform services as intended and permitted by this Agreement.

User acknowledges that it is obtaining only a limited right to use Platform Services and that irrespective of any use of the words “purchase,” “sale,” or similar terms, no ownership rights are transferred to User under this Agreement. User agrees that LegitScript (or its suppliers) retains all rights, title, and interest (including all intellectual property rights) in and to all Platform Services technology, code, materials, and know- how, and reserves any licenses not specifically granted in this Agreement. User acknowledges and agrees that it has no right to obtain a copy of the software behind any LegitScript product or resulting from any LegitScript service and that LegitScript at its option may make updates, bug fixes, modifications, or improvements to Platform Services from time-to-time.

USE OF ARTIFICIAL INTELLIGENCE

Disclosure of AI use. Fluxguard uses AI Technologies in the provision and performance of Platform Services. Depending on the Platform Services and configuration options User selects, AI Features may be used to detect, classify, summarize, and characterize changes to Online Services; to extract, structure, translate, and label Content; to generate summaries, alerts, risk indicators, and reports; to support search, tagging, and prioritization; and to provide conversational or assistive interfaces. Fluxguard will identify AI Features within Platform Services or in the user documentation. Where User interacts directly with an AI Feature, Fluxguard will disclose that User is interacting with an artificial intelligence system in accordance with Article 50 of the EU AI Act and other Applicable Laws.

Human oversight; no solely automated decision-making. AI Features are decision-support tools only. Fluxguard does not use AI Features to make, and Platform Services are neither designed nor authorized to be used to make, any decision based solely on automated processing that produces legal effects concerning a natural person or similarly significantly affects a natural person within the meaning of Article 22 GDPR. User is solely responsible for maintaining meaningful human review of, and exercising independent judgment over, any Output before relying or acting on it. If User elects to use Output as an input to any decision concerning a natural person, User does so as the controller of that processing and is solely responsible for its lawfulness, including implementing the safeguards required by Article 22(3) GDPR and complying with any Applicable Laws governing automated decision-making or algorithmic accountability.

Accuracy limitations. AI Technologies are probabilistic. Output may be inaccurate, incomplete, out of date, biased, fabricated, or otherwise unsuitable for User’s purposes, and AI Features may fail to detect or may mischaracterize changes to an Online Service. Identical or similar Inputs may produce different Outputs. Output does not constitute legal, compliance, regulatory, financial, medical, or other professional advice and must not be treated or relied upon as such.

AI Providers, sub-processing, and international transfers. LegitScript may use AI Providers to deliver AI Features. Where an AI Provider processes personal data contained in Input on User’s behalf, that AI Provider acts as a sub-processor under the Data Processing Agreement, and LegitScript will: (i) maintain a current list of AI Providers engaged as sub-processors and make it available to User upon written request; (ii) give User the notice of, and opportunity to object to, new sub-processors provided for in the Data Processing Agreement provided such objection is on reasonable grounds and is raised within fifteen (15) days of notice; (iii) impose on each AI Provider data protection obligations no less protective than those set out in the Data Processing Agreement, as required by Article 28(4) GDPR; and (iv) where personal data is transferred outside the European Economic Area, the United Kingdom, or Switzerland, implement an appropriate transfer mechanism under Chapter V GDPR, including the European Commission’s Standard Contractual Clauses and the UK International Data Transfer Addendum, together with any supplementary measures required by Applicable Laws.

No training on User Information or Content. LegitScript will not, and will contractually require that its AI Providers do not, use Input, User Information, or Content to train, fine-tune, or otherwise develop or improve any AI model that is made generally available to persons other than User, except: (a) with User’s separate, express, and revocable opt-in consent obtained outside this Agreement; or (b) where the relevant data has been aggregated and anonymized such that it no longer relates to an identified or identifiable natural person and cannot reasonably be used to identify User or any Online Service. Notwithstanding anything to the contrary in the section titled INTELLECTUAL PROPERTY, the license User grants LegitScript in User Information does not include any right to use User Information for the training or fine-tuning of generally available AI models.

Ownership of Output. As between User and LegitScript, and subject to the rights of any operator of an Online Service or other third party in the underlying Content, LegitScript assigns to User all right, title, and interest LegitScript may hold in Output generated for User, to the extent such Output is capable of ownership. User acknowledges that (i) Output may not be eligible for copyright or other intellectual property protection in some jurisdictions; (ii) Output is derived from Content that User may not own and that may be subject to third-party rights; and (iii) similar or identical Output may be generated for and provided to other users, and nothing in this Agreement restricts LegitScript from doing so.

User obligations and warranties. User represents, warrants, and covenants that: (i) it has a valid lawful basis under Article 6 GDPR (and, for special category personal data, Article 9 GDPR) for the processing of any personal data contained in Input by LegitScript and its AI Providers; (ii) it has given all notices and obtained all consents, authorizations, and rights required by Applicable Laws for that processing, including informing data subjects, in its own privacy notices, that their personal data may be processed using AI Technologies; (iii) it has carried out any data protection impact assessment required by Article 35 GDPR and any fundamental rights impact assessment required by Applicable Laws; (iv) its use of AI Features and Output complies with Applicable Laws, including the EU AI Act; and (v) it will not submit as Input any special category personal data within the meaning of Article 9 GDPR, personal data relating to criminal convictions or offences within the meaning of Article 10 GDPR, or personal data of children, without first notifying LegitScript in writing and agreeing to any additional safeguards LegitScript reasonably requires.

Allocation of roles under the EU AI Act. Where the EU AI Act applies, LegitScript acts as the provider of the AI Features made available through Platform Services, and User acts as the deployer of those AI Features. If User modifies an AI Feature, puts an AI Feature into service under its own name or trademark, or uses an AI Feature for a purpose other than that stated in the user documentation, User may itself become a provider and assumes the corresponding obligations. Each party is responsible for the obligations attaching to its own role, including the AI literacy measures required by Article 4 of the EU AI Act. LegitScript will make available the information and instructions for use reasonably necessary for User to comply with its deployer obligations.

Marking of AI-generated content. Where Platform Services generate or materially manipulate content in a manner that requires marking under Article 50(2) of the EU AI Act or other Applicable Laws, Fluxguard will mark that Output in a machine-readable format where technically feasible. User will not remove, obscure, alter, or circumvent any such marking, watermark, provenance metadata, or AI disclosure, and will preserve it if User further distributes the Output.

USER CONSENT TO THE USE OF AI. BY ACCESSING, CONFIGURING, OR OTHERWISE USING PLATFORM SERVICES, USER EXPRESSLY ACKNOWLEDGES, AGREES, AND CONSENTS TO: (i) LegitScript’s use of AI Technologies in the provision and performance of Platform Services as described in this section; (ii) the processing of Input by LegitScript and its AI Providers for the purposes of providing Platform Services, generating Output, securing and maintaining the integrity of Platform Services, and complying with Applicable Laws; (iii) the disclosure of Input to AI Providers engaged as sub-processors, and the transfer of Input outside the European Economic Area, the United Kingdom, and Switzerland subject to the safeguards described above; and (iv) the receipt of Output that is generated by artificial intelligence that may be inaccurate or incomplete. User confirms that it has authority to give this consent on its own behalf and on behalf of any business or employer for which it is accepting this Agreement.

Declining consent. If User does not consent to the use of AI Technologies, User must not access or use Platform Services. User may contact [email protected] to ask whether a configuration of Platform Services that does not use AI Features is available. Where such a configuration is available and selected in writing, this section applies only to those Platform Services that continue to use AI Features.

Nature of this consent. User acknowledges and agrees that the consent given in this section is a contractual consent between User and LegitScript, and is neither given as, nor may be relied upon by User as, consent under Article 6(1)(a) or Article 9(2)(a) GDPR from any data subject whose personal data is contained in Input. Where consent from a data subject, or another lawful basis, is required for the processing of personal data using AI Technologies, User remains solely responsible for establishing, documenting, and maintaining it, and for honoring any withdrawal of that consent or objection to that processing.

Changes to AI Features; withdrawal. LegitScript may add, modify, or remove AI Features. LegitScript will use reasonable efforts to give User advance notice of any material change to the manner in which AI Technologies are used in Platform Services or to the AI Providers engaged, and User may terminate the affected Platform Services in accordance with the section titled SERVICE CHANGES AND TERMINATION if User does not accept the change. User may withdraw the consent given in this section on a prospective basis by ceasing all use of Platform Services and terminating this Agreement. Withdrawal does not affect the lawfulness of processing carried out before withdrawal, and does not entitle User to a refund.

USE RESTRICTIONS AND LIMITATIONS

User may not interfere with, reverse engineer, decompile, disassemble, modify, or create derivative works of Platform Services. You may not use Platform Services to build a competitive product or service or copy its features or user interface.

Platform Services use proprietary technology to crawl user-specified online services on your behalf as directed by you. You may not crawl online services or use Platform Services in a manner that violates any applicable law, use restrictions, or third-party rights, or bypasses any restrictions on any online services. User agrees to defend, indemnify and hold LegitScript harmless and acknowledges it is solely responsible for ensuring its use of Platform Services complies with all applicable laws and restrictions. Misuse of crawling technology, Platform Services, or Content may result in civil or criminal liability.

You may not use Platform Services to violate the terms of this Agreement, defraud, manipulate, or negatively impact the operation of any service whether online or otherwise, including, but not limited to, advertising networks, polling, surveys, voting systems, social networking, or governmental or non-governmental services, or in violation of applicable law.

You may not use Platform Services in a way that negatively impacts the performance or stability of any online services or could be construed as a denial of service attack.

You will not use Platform Services to:

Violate applicable law or a third-party's rights (including infringing copyrights or other intellectual property rights);
Submit excessive or unsolicited commercial messages or spam;
Submit malicious content or viruses;
Process the Content in any way that identifies an individual or household without the proper authorization and consent from the data subject;
Solicit sensitive information, such as login credentials or credit card numbers;
Harass or bully other users;
Post content that is hate speech, threatening, pornographic, incites violence, or contains nudity or gratuitous violence;
Use AI Features, Output, or Platform Services to develop, train, fine-tune, benchmark, or improve any competing artificial intelligence model, product, or service, or to reverse engineer or extract the weights, architecture, system prompts, or training data underlying any AI Feature;
Use AI Features for any practice prohibited by Article 5 of the EU AI Act, including the untargeted scraping of facial images to build or expand facial recognition databases, biometric categorization to infer protected characteristics, emotion inference in workplace or educational settings, social scoring, or the generation of child sexual abuse material or non-consensual intimate imagery;
Use AI Features or Output to make, or as a substantial factor in making, any consequential decision concerning a natural person (including decisions relating to employment, education, credit, insurance, housing, healthcare, legal services, or essential government services) without independent human review and the notices, disclosures, appeal rights, and safeguards required by Applicable Laws;
Use AI Features to infer, generate, or assign special category personal data within the meaning of Article 9 GDPR, or to carry out biometric identification or categorization, without a lawful basis and all authorizations required by Applicable Laws;
Represent Output as human-generated where Applicable Laws require its artificial origin to be disclosed, or remove, obscure, or alter any AI disclosure, watermark, or provenance marking applied by Platform Services;
Submit as Input any personal data or third-party confidential information that User is not permitted to disclose to LegitScript and its AI Providers.

Unless authorized by the operator of the relevant online service, you must follow any directives (including those in robots.txt files), technical measures, restrictions, instructions, demands, letters, emails, warnings, court orders, or any other indicators reasonably known regarding crawling of any online services or information relating to individuals. If you bypass any of the foregoing, you represent and warrant that you have the necessary licenses and consents to do so. You agree to indemnify, defend, and hold harmless LegitScript and its affiliates, directors, managers, shareholders, members, officers, employees, agents, contractors, and representatives from any third-party claims, demands, or proceedings related to your actual or alleged breach of this representation and warranty.

By using Platform Services, you represent and warrant to LegitScript that (i) you are legally permitted to crawl each online service you direct Platform Services to crawl, and (ii) you are authorized, or legally permitted, to create and use Content. If you are no longer authorized or permitted to crawl any online service or create or use Content, you must immediately cease such activities and, if applicable, destroy the Content.

We may modify your settings or suspend or stop providing Platform Services to you with or without notice if you do not comply with this Agreement or our policies, if we are investigating suspected misconduct, or for any other reason.

Any third-party software, services, or other products you use in connection with Platform Services are subject to their own terms, and we are not responsible for, and make no representations regarding, third party products.

INTELLECTUAL PROPERTY

Using Platform Services does not grant you ownership of any intellectual property rights in the Platform Services or the content you access through it, including Content. Unless otherwise agreed between you and the provider of an applicable Online Service, Content remains the property of the respective Online Service. You may only use Content from Platform Services as permitted by its owner or as allowed by law. LegitScript may use Content to provide and maintain the Services, comply with applicable law, and enforce our policies. This includes processing Content using AI Technologies as described in the section titled USE OF ARTIFICIAL INTELLIGENCE. These Terms do not grant you the right to use any branding or logos used in Platform Services, including the LegitScript name and logo. Do not remove, obscure, or alter any legal notices displayed in or along with Platform Services.

Platform Services display some Content that is not our own, such as content from you or third parties (collectively, "Third Party Content"). We are not responsible in any way for, and you waive all of our liability with respect to, Third Party Content. The individual or entity that makes Third Party Content available to you via Platform Services or otherwise is solely responsible for it. We may review Third Party Content to determine whether it is illegal or violates our policies, and we may remove or refuse to display Third Party Content that we believe violates our policies or the law. However, we do not pre-review content, and we are not obligated to do so.

You may submit or save information, including settings, URLs, and Content, to or through Platform Services ("User Information"), and in doing so, you must follow this Agreement and the rules and policies referenced herein. You retain ownership of any intellectual property rights that you hold in User Information.

When you upload, submit, save, or otherwise share User Information to or through Platform Services, you grant us (and those we work with) a worldwide, perpetual, non- revocable, sublicensable, royalty-free right and license to use, host, store, reproduce, or modify User Information for the limited purpose of operating Platform Services (including investigating suspected misconduct). This license does not include, and LegitScript will not exercise, any right to use User Information to train, fine-tune, or otherwise develop or improve any generally available AI model except as expressly permitted in the section titled USE OF ARTIFICIAL INTELLIGENCE.

SUPPORT

LegitScript will make best efforts to provide support for Platform Services through email and other support channels, as specified in the user documentation or on the Fluxguard website.

FEEDBACK

If User elects to provide any suggestions, recommendations, or other feedback to LegitScript (collectively, “Feedback”), User hereby grants LegitScript a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute, and exploit any Feedback in any format and in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise, however LegitScript will not identify User as the source of the Feedback and Feedback will not reference or rely on User Information. Nothing in this Agreement limits LegitScript’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise. You are providing the Feedback “as is” without warranty of any kind. LegitScript’s use of Feedback shall be at LegitScript’s sole and exclusive risk, and you shall have no liability whatsoever in connection with Feedback.

RELATIONSHIP BETWEEN PARTIES

The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement.

COMMUNICATIONS

In connection with your use of Platform Services, we may send you service announcements, administrative messages, and other information. You may opt out of some of those communications, for example, by clicking on the “unsubscribe” link in marketing emails. Please be aware that there may be a brief period before we are able to process your opt-out.

Some of Platform Services may be available on mobile devices, which may cause you to incur data charges with your wireless provider. Please be aware that we have no control over these charges, and if you do not wish to be charged, you should stop using the mobile features.

YOUR PLATFORM SERVICES ACCOUNTS

You need an account in order to use Platform Services. If you create your own account, you agree that all registration information you provide will be accurate and current. If your account has been provided to you by an administrator, such as your employer, different or additional terms may apply and your administrator may be able to access or disable your account. You will timely notify us of any changes to any of the foregoing information. You are responsible for controlling access to any PCs, mobile devices, or other endpoints that you allow to store your Platform Services password, or on which you enable a “Remember Me” or similar functionality (“Activated Device”). Accordingly, you agree that you will be solely responsible for all activities that occur under your Platform Services account, including the activities of any individual with whom you share your Platform Services account or an Activated Device.

PAYMENTS AND REFUNDS

You agree to pay all amounts owed to us for Platform Services under any terms, policies, or other written or electronic agreement we may have in place, and we may require you to maintain valid credit card or other payment account information with us in order to use Platform Services. Any failure to maintain valid, up-to-date payment information with us or to keep your payments current will constitute a material breach of these terms, for which we may suspend or terminate your access to Platform Services immediately and without notice. Interest will be charged on all unpaid delinquent amounts at the rate of 1.5% per month or the highest rate permitted by applicable law, whichever is lesser. You agree to reimburse us for all collection agency fees, attorneys’ fees, and other costs we may incur to collect delinquent amounts you owe to us.

PAYMENT TERMS

Payments for Platform Services are processed through Stripe, our third-party payment processor. Customers will have their payments automatically charged through Stripe on a recurring basis according to their selected payment plan using the provided credit card, or other payment methods supported by Stripe. Some subscription plans may include a period of free access to Platform Services after which the user will be charged a subscription fee on an auto-renewing basis for Platform Services. All subscriptions will continue until the user cancels or for reasons as provided in this Agreement. Subscriptions for self-service customers may be canceled any time by logging into their account on Fluxguard.com and selecting “cancel my subscription” under the navigation bar. Subscriptions are not prorated, unless separately agreed by LegitScript, and refunds for payments made to LegitScript will not be provided.

Users may also request to pay via invoice, which will be granted at LegitScript’s discretion and will be subject to payment terms as stated in the invoice agreement. If not otherwise provided in the invoice, all Agreements with invoiced payments will be billed on a recurring basis with upfront billing, and will be ongoing until the Agreement is Terminated by either party. Failure to provide notice of termination at least 30 days prior to the invoice date will result in automatic renewal of the agreement for an equivalent term as provided in the original invoice. Subscriptions are not prorated, unless separately agreed by LegitScript, and refunds for payments made to LegitScript will not be provided.

Taxes

All fees and charges for Platform Services are exclusive of any applicable taxes or duties. As a business-to-business (B2B) service provider, LegitScript may apply the reverse charge mechanism for Value Added Tax (VAT) purposes. It is the responsibility of the User to account for VAT or other applicable taxes in their country or jurisdiction.

Users are responsible for any taxes, duties, or other governmental charges that may be applicable to their use of Platform Services, unless we are expressly required to collect such taxes by law. Users must provide any necessary tax identification information upon request to comply with tax regulations.

Currency

All payments for Platform Services must be made in United States Dollars (USD).

Late Fees and Chargebacks

In the event of late payments, we reserve the right to charge a late fee at a rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower. Users are responsible for any fees, charges, or penalties imposed by their bank or credit card company, including chargeback fees. If a chargeback occurs, the User may be required to cover the chargeback costs, in addition to any outstanding balances on the account.

Changes to Payment Terms

LegitScript reserves the right to change payment terms, including payment methods, fees, and charges, at any time and without prior notice. Users will be notified of any significant changes that may affect their accounts or payment obligations. Continued use of Platform Services after any changes to payment terms constitutes acceptance of the new terms.

PRIVACY

Our Privacy Policy explains how we treat your personal information and protect your privacy when you use Platform Services. By using Platform Services, you agree that we can collect, use, and share data from you as described in our Privacy Policy. In addition, our Data Processing Agreement governs the processing of personal data on behalf of our customers, which is incorporated into this Agreement by reference. We are not responsible for any information or Content collected by other users that you submit or make available via your use of Platform Services, such as through sharing login credentials. You assume all privacy, security, and other risks associated with providing any information, including personally identifiable information, to other users of Platform Services. In the event of a conflict between the terms of the Privacy Policy or the Data Processing Agreement and the terms of this Agreement, the terms of this Agreement shall control, except that the Data Processing Agreement shall control with respect to the processing of personal data governed by the GDPR, the UK GDPR, or other Applicable Laws relating to the protection of personal data..

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" includes all information relating to the disclosing Party ("Discloser") or its affiliates' businesses, whether disclosed or made accessible to the other Party ("Recipient") on or after the effective date of this Agreement, regardless of the medium on which the information is stored, recorded, conveyed or communicated, whether or not in writing, oral or observable, and whether or not specifically identified as "Confidential" or "Proprietary," including: (a) cost, pricing, profit, production, forecast and other accounting, economic and financial data; (b) technical drawings, product designs, artistic and scientific data, formulas, samples, ingredients, product specifications and manufacturing know-how; (c) ideas for research and development; (d) information about Discloser's customers and suppliers; (e) personnel and human resources data, files and information; (f) business and marketing plans and strategies; (g) summaries, excerpts, compilations and notes prepared by Recipient or others related to any of the preceding information; (h) the existence of this Agreement, or the fact that there was, is or may be a business relationship or business transaction between Discloser and Recipient, and "Confidential Information" specifically includes, with respect to LegitScript as Discloser: (i) all information provided by LegitScript about LegitScript’s business; and (ii) all log records and other materials generated or derived by or for Company from Confidential Information.

The term "Confidential Information" does not include information, technical data or know-how that (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to the Recipient prior to its receipt from the Discloser; (iii) is rightfully received from a third party who did not acquire or disclose such information by a wrongful or tortious act; (iv) can be shown by documentation to have been developed by the Recipient without reference to any Confidential Information.

Each Recipient agrees: (a) that it will not disclose to any other person any Confidential Information; (b) that it will not use the Confidential Information for any purpose other than to perform its obligations or exercise its rights under this Agreement; (c) that all Confidential Information is the property of its owner; (d) that it will restrict disclosure Confidential Information within its own organization to employees and independent contractors with a need to know and will ensure that each such employee or independent contractor will hold the Confidential Information in confidence pursuant to this Agreement; (e) not to reproduce any Confidential Information; and (f) to promptly return, delete or destroy all Confidential Information that is located on or stored in any tangible medium, including electronically, upon the request of its discloser or the termination of this Agreement, and to deliver a certificate to the discloser signed by Recipient (or by an officer of Recipient if an entity) that Recipient has complied with its obligations under this Section.

In connection with its obligations under this Section, each Recipient will exercise the highest degree of care in safeguarding Confidential Information against theft, loss, or disclosure. Recipient will inform each of its employees and independent contractors who have access to Confidential Information of its confidential nature and of Recipient's obligations under this Agreement. Recipient will enact and adhere to reasonable standards for security and confidentiality, will take such other actions as may be necessary to ensure the Confidential Information is not used in violation of this Agreement, and will keep records sufficient to establish compliance with this Agreement. Recipient will promptly notify the Discloser of any actual or suspected unauthorized reproduction, distribution or use of Confidential Information. In the event that the Recipient becomes legally obligated to disclose Confidential Information to a court or other governmental entity with jurisdiction over it, nothing in this Agreement will be deemed to prohibit such disclosure; provided, however, that the Recipient will give the Discloser prompt written notice to allow the Discloser to seek a protective order or other appropriate remedy. Such notice shall include, without limitation, identification of the information to be so disclosed and a copy of the order. The Recipient will disclose only such information as is legally required, and the act of such disclosure will not operate to render Confidential Information non-confidential, unless the making of such required disclosure of the Confidential Information renders the Confidential Information public record.

The Parties acknowledge and agree that any breach of the terms of this Section will cause irreparable harm and damage to LegitScript. The Parties further agree that LegitScript shall be entitled to pursue injunctive relief to prevent breaches of this Section, and to specifically enforce the terms and provisions of this Section, in addition to any other remedy to which LegitScript may be entitled, at law or in equity.

SERVICE CHANGES AND TERMINATION

We may add or remove functionalities or features to Platform Services, and we may suspend or stop providing Platform Services, or any part thereof, altogether, at any time, without any notice or liability. You can stop using Platform Services at any time. We may also stop providing Platform Services to you, or add or create new limits to Platform Services, at any time.

We reserve the right to pause, modify, or stop monitoring any Online Service, page, or content at any time for any reason. We reserve the right to change the terms, conditions, prices, availability, credits, or any other aspects of our subscription plans, including free plans, at any time and without notice. We reserve the right to delete or modify any Content, data, or materials associated with User’s account, including the account itself, and any associated settings, configurations, or subscriptions, at any time and for any reason.

User may terminate this Agreement at any time by canceling through Stripe or contacting LegitScript. Users who have an ongoing subscription plan will continue to receive access until the end of that current subscription period (annual or monthly, as applicable). Unless otherwise agreed to in writing, no refunds will be provided.

Upon termination of this Agreement for any reason, User must destroy all copies of Platform Services materials in any format or media in their possession or control.

This section and the following sections shall survive any termination of this Agreement (along with any other provisions of this Agreement that by their nature are intended to survive termination): DEFINITIONS, USE OF ARTIFICIAL INTELLIGENCE, INTELLECTUAL PROPERTY, PAYMENTS AND REFUNDS, INDEMNIFICATION, DISCLAIMERS, LIMITATION OF LIABILITY, DISPUTE RESOLUTION, ABOUT THIS AGREEMENT, and GOVERNING LAW.

FORCE MAJEURE

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement due to events beyond its reasonable control, including, but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of a public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, power shortage (including where LegitScript ceases to be entitled to access the Internet for whatever reason), transportation embargo, failure or delay in transportation, any act or omission (including laws, regulations, disapprovals or failure to approve) of any government or government agency (each a “Force Majeure Event(s)”. In the event of a Force Majeure Event, the affected party shall promptly notify the other party and make reasonable efforts to mitigate the impact of the Force Majeure Event. The performance of the affected party's obligations shall be suspended during the period that the Force Majeure Event continues, and the time for performance shall be extended for a period equal to the duration of the Force Majeure Event. If the Force Majeure Event continues for more than thirty (30) days, either party may terminate this Agreement upon written notice to the other party.

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless LegitScript, its affiliated companies, and its and their respective managers, directors, members, shareholders, officers, employees, representatives, partners, and contractors from and against all claims, losses, expenses, damages and costs (including, but not limited to, reasonable attorneys’ fees), resulting from or arising out of any breach of this Agreement by User, any creation, storage, use, deletion, unauthorized processing, profiling, or distribution of Content, any breach of User’s representations and warranties in this Agreement, any illegal, malicious or unlawful uses of the Platform Services, any use of AI Features or Output in breach of this Agreement or Applicable Laws (including the EU AI Act and the GDPR), any reliance on Output without independent human review, or any crawling of any Online Services in violation of applicable Use Restrictions, including robots.txt directives, your use of Fluxguard or other Fluxguard products, and your negligent or willful misconduct.

DATA SECURITY

LegitScript implements appropriate technical and organizational measures designed to protect the confidentiality, integrity, and availability of the data provided by the User while using Platform Services. These measures include data encryption, secure storage, network security, and access controls. These measures extend to Input processed by AI Features, and LegitScript requires each AI Provider to maintain technical and organizational measures appropriate to the risk in accordance with Article 32 GDPR.

It is the User's responsibility to maintain the security of their account credentials and devices used to access Platform Services. LegitScript cannot be held responsible for any unauthorized access or data breach resulting from the User's failure to protect their account credentials or devices.

DISCLAIMERS

By using our Platform Services, you agree to do so at your own risk. We provide the Platform Services "as is" without any warranties, either express or implied. LegitScript does not guarantee an uninterrupted, non-infringing, secure, error-free, bug-free, or virus-free experience, nor do we promise to fix any detected issues. We are not responsible for any loss of data or unauthorized access to or use of Platform Services. LegitScript cannot and does not guarantee that the information (including information obtained from third parties) is accurate, reliable, current, complete or appropriate for your needs. Due to various factors, including the inherent possibility of human and mechanical error, the accuracy, completeness, timeliness, results obtained from use, or correct sequencing of the Information, is not and cannot be guaranteed by LegitScript or by any third parties creating or transmitting such Information. Without limiting the foregoing, AI Features and Output are provided “as is,” and LegitScript makes no warranty that any Output will be accurate, complete, current, reproducible, free from bias, non-infringing, or fit for any particular purpose. User assumes all risk arising from its use of, or reliance on, Output.

USER ACCESSES THIS SITE AT HIS OR HER OWN RISK. THE SITE AND ALL CONTENT ON THE SITE IS PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND AND ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT ARE SPECIFICALLY DISCLAIMED. NEITHER LEGITSCRIPT NOR ITS AFFILIATES, EMPLOYEES, OR AGENTS SHALL BE LIABLE FOR ANY LOSS RESULTING FROM USE OR UNAVAILABILITY OF INFORMATION OR CONTENT ON THIS SITE, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOSS OR DAMAGE TO DATA, OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, COMPENSATORY OR INCIDENTAL DAMAGES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER IS APPLICABLE TO ANY DAMAGE OR INJURY RESULTING FROM NEGLIGENCE OR OMISSION OF LEGITSCRIPT, COMPUTER VIRUS OR OTHER SIMILAR ITEM, TELECOMMUNICATIONS ERRORS, OR UNAUTHORIZED ACCESS TO OR USE OF USER INFORMATION THROUGH THEFT OR ANY OTHER MEANS. LEGITSCRIPT IS NOT LIABLE FOR CRIMINAL, TORTIOUS, OR NEGLIGENT ACTIONS OR OMISSIONS OF THIRD PARTIES THAT AFFECT THIS SITE. IN NO EVENT WILL LEGITSCRIPT OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES, OR ASSIGNS BE HELD LIABLE FOR ANY TORTIOUS OR ILLEGAL CONDUCT OF OTHER USERS. IN NO EVENT WILL LEGITSCRIPT OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES OR ASSIGNS BE HELD LIABLE FOR ANY DAMAGE TO EQUIPMENT, HARDWARE OR OTHER PROPERTY OF USER OR PERSONAL INJURY THAT ARISES IN CONNECTION WITH USE OF THE SITE.

USER RESPONSIBILITY

You are solely responsible for determining if your use of Platform Services complies with any applicable laws or use restrictions, whether it may damage or interfere with any Online Services, or if it may result in claims or demands by any third party.

If the Content contains personal information subject to Applicable Laws, you are solely responsible for complying with those laws. LegitScript only acts as a service provider for you, including when we provide additional services such as Professional Services, platform configuration, and other assistance in using Platform Services.

Although we strive to crawl and monitor sites on your behalf, we cannot guarantee that we will accurately record changes to monitored content, monitor Online Services, or preserve, maintain, or make available any Content, or derivative materials obtained from Online Services.

LegitScript makes no warranties or representations as to the accuracy or legitimacy of any Third Party Content accessed through use of the Platform Services. None of the Content accessed via the Platform Services should be considered legal, compliance, financial or business advice and should not be treated or utilized as such. LegitScript makes no representations as to the accuracy, veracity, or timeliness of the Content accessed through the Platform Services. The same applies to any Output generated by AI Features, which you are solely responsible for reviewing and verifying before relying or acting on it.

You, your heirs, successors, and assigns hereby forever irrevocably release, discharge, and hold harmless LegitScript and Released Parties from any liabilities arising out of your or a third party's conduct related to the use of Platform Services.

LIMITATION OF LIABILITY

NEITHER LEGITSCRIPT NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

MODIFICATION OF AGREEMENT

Except for changes made unilaterally by LegitScript, any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties. Any material changes to this Agreement will be effective only upon mutual agreement of both parties. If you do not agree to any proposed modification or amendment, you must notify LegitScript in writing, and the existing Agreement shall continue to govern unless and until terminated by either party.

DISPUTE RESOLUTION

YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:

In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, the parties shall first attempt to resolve the matter amicably through good faith negotiations. If the parties are unable to resolve the dispute through negotiations within thirty (30) days, either party may submit the dispute to binding arbitration.

The arbitration shall be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall be held in Multnomah County, Oregon, unless otherwise agreed by the parties. The arbitrator(s) shall be selected by mutual agreement of the parties or, failing such agreement, in accordance with the AAA rules.

The arbitrator(s) shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If for any reason a dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims.

The prevailing party in any arbitration shall be entitled to recover its reasonable attorneys' fees and costs from the other party.

By agreeing to arbitration, the parties understand and agree that they are waiving their rights to maintain other available resolution processes, such as a court action or administrative proceeding, to settle their disputes. This arbitration provision shall survive the termination of this Agreement.

Notwithstanding the foregoing, nothing in this section shall prevent either party from seeking injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm or to preserve the status quo, pending the outcome of arbitration.

ABOUT THIS AGREEMENT

We may modify this Agreement or any additional terms that apply to a specific feature of Platform Services for any reason. You should look at this Agreement regularly and the “Last updated” date at the beginning of this Agreement. We’ll use reasonable efforts to give you notice of these modifications. By continuing to use Platform Services or a specific feature of Platform Services after we make these modifications, you agree that you will be subject to the modified Agreement or the applicable additional terms. If there is a conflict between this Agreement and any additional terms for a specific feature of Platform Services, the additional terms will control solely with respect to that feature.

You may not assign or delegate your rights or obligations relating to this Agreement or your Platform Services account without prior written consent from LegitScript. We may assign these terms or assign or delegate any of our rights or obligations at any time. These Terms control the relationship between LegitScript and User. They do not create any third-party beneficiary rights.

Any failure by LegitScript to enforce any of the rights specified in this Agreement shall not constitute a waiver of such right. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions shall retain their full force and effect.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all previous written or oral agreements between the parties with respect to such subject matter.

CONTACT

The contact information for our Designated Agent is: [email protected]

GOVERNING LAW

This Agreement, and any disputes arising from or relating to the interpretation, performance, or breach of this Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, United States of America, without regard to its conflict of law principles. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in the State of Oregon for the resolution of any legal disputes arising from or relating to this Agreement.

The section headings used herein are for convenience only and shall not be given any legal significance. Any rights not expressly granted herein are reserved.