Software License Agreement

1. Definitions

"Software" means the SafeIdea desktop application, including the SafeIdea Indexer, all updates, and all embedded components.

"Service" means the Software together with SafeIdea's cloud licensing, billing, and license-verification services.

"User" means an individual authorized by Customer to use the Software under a paid seat.

"Customer Data" means all documents, text, queries, conversation history, entity dictionaries, indexes, and other content that Customer or its Users input, upload, create, or generate using the Software.

"Output" means content generated by an AI Provider in response to User queries, including text, analysis, and suggestions, after the response has been restored locally by the Software.

"Masking Technology" means SafeIdea's patent-pending confidentiality protection technology that replaces identifying information with neutral placeholders before transmitting queries to cloud AI services.

"Order" means a purchase or admission of seats through SafeIdea's signup or application process, including the number of Users, subscription term, and fees.

"AI Provider" means any third-party artificial intelligence service that Customer connects to the Software, including but not limited to Anthropic (Claude), OpenAI (ChatGPT), Google (Gemini), Harvey, CoCounsel, Vincent, Legora, Irys, and Intapp. The Software is AI-provider-agnostic and the choice of AI Provider is the Customer's.

"Charter Customer" means a Customer admitted to the Charter Customer Program described in Section 14. "Charter Customer Program" refers to the program as a whole.

2. License Grant

2.1 Software License. Subject to this Agreement and payment of applicable fees, SafeIdea grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software during the subscription term, solely for Customer's internal business purposes, for the number of Users specified in the Order.

2.2 Seat Restrictions. Each seat is licensed to a single named User. Access credentials are specific to the User to whom they are issued and may not be shared, including within the same organization. Customer may reassign a seat to a new User provided the prior User's access is terminated. The Software supports a single User accessing the same seat from multiple personal computers (for example, office and home machines); each installation is a data island and Customer Data does not synchronize between them.

2.3 Indexer Access. The SafeIdea Indexer is available to organizations that purchase seats. Indexes created by the Indexer may be distributed to and used by any licensed User within Customer's organization through Customer's chosen file-sharing surface.

2.4 Promotional Programs. SafeIdea may from time to time offer time-limited promotional trials or evaluation access at its discretion. Terms of any such promotional program are governed by the communication or admission email accompanying the offer. The Charter Customer Program described in Section 14 is the principal admission and pricing program at launch.

3. Restrictions

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

• Copy, modify, or create derivative works of the Software;
• Reverse engineer, decompile, or disassemble the Software;
• Sublicense, sell, resell, transfer, or distribute the Software or access to it;
• Use the Software to build a competing product or service;
• Circumvent or disable any security, authentication, or licensing mechanism in the Software;
• Remove or alter any proprietary notices, labels, or marks;
• Use the Software for any purpose that violates applicable law or regulation;
• Share access credentials between Users or exceed the licensed seat count.

4. Customer Data and Intellectual Property

4.1 Customer Owns Customer Data. As between the parties, Customer retains all right, title, and interest, including all intellectual property rights, in and to all Customer Data and Output. SafeIdea claims no ownership of Customer Data or Output.

4.2 Privileged Information. The parties acknowledge that Customer Data may include information protected by attorney-client privilege, work product doctrine, or other legal protections ("Privileged Information"). Nothing in this Agreement is intended to waive, limit, or otherwise affect the privileged or protected status of such information.

4.3 Local Storage. Customer Data, including documents, conversation history, entity dictionaries, and indexes, is stored locally on Customer's machine. SafeIdea does not store, access, or have custody of Customer Data on its servers.

4.4 No Training on Customer Data; AI Provider Policies. SafeIdea will not use Customer Data to train, fine-tune, or improve any artificial intelligence model. Content transmitted to an AI Provider after masking is subject to that AI Provider's data-use, retention, and training policies. SafeIdea does not control and does not warrant the policies of any AI Provider; Customer is responsible for selecting an AI Provider whose policies meet Customer's professional-conduct and confidentiality requirements.

4.5 Usage Data. SafeIdea collects aggregate request counts and operational telemetry for billing and license-verification purposes. SafeIdea does not collect, store, or transmit the content of User queries or AI responses.

4.6 SafeIdea IP. SafeIdea retains all right, title, and interest in the Software, including its proprietary Masking Technology, the SafeIdea Indexer, all patents, trademarks, and copyrights. This Agreement grants no rights to SafeIdea's intellectual property except the limited license in Section 2.

5. Confidentiality Protection

5.1 How It Works. Before any User query reaches an AI Provider, the Software's Masking Technology scans for confidential content, including client names, organization names, case numbers, addresses, and other identifying entities, and replaces them with ephemeral neutral placeholders. The AI Provider's response is restored with original content locally. The AI Provider never receives unmasked confidential content. However, the automated masking process may not identify all sensitive or confidential content in every circumstance. Users are solely responsible for reviewing all content before approving transmission to ensure that only data they intend to share with the AI Provider is transmitted.

5.2 Masking Configuration. Users may configure the Masking Technology's behavior, including which entity types are masked and which are passed through, and may add entries to the Matter-Level Masking Dictionary, Local Cross-Matter Masking Dictionary, or, if so authorized as a Firm Administrator, the Firm Masking Dictionary. Customer acknowledges that changes to default masking settings may affect the scope of confidentiality protection.

5.3 Professional Responsibility. The Masking Technology is a technical safeguard designed to assist in protecting confidential information. Customer and its Users remain solely responsible for compliance with applicable rules of professional conduct, ethical obligations, and the maintenance of client confidentiality. SafeIdea does not guarantee that the Masking Technology will identify and mask all confidential content in all circumstances. The Software's output, including Compliance Receipts, is intended to support a documented "reasonable efforts" workflow under ABA Model Rule 1.6 and ABA Formal Opinion 512; it is not a representation of absolute confidentiality.

5.4 Local Processing. All document indexing, entity detection, and embedding generation performed by the SafeIdea Indexer occurs locally on Customer's machine using local AI models. No documents or their contents are transmitted to SafeIdea or any cloud service during indexing.

6. AI-Generated Output

6.1 Not Legal Advice. The Software is an assistance tool. Output is generated by artificial intelligence and is not legal advice. Output may contain errors, inaccuracies, omissions, or hallucinations. SafeIdea does not warrant the accuracy, completeness, reliability, or fitness of any Output for any purpose.

6.2 Professional Review Required. Customer shall ensure that a qualified legal professional reviews, verifies, and independently evaluates all Output before relying on, publishing, or using it in any professional or legal capacity. Customer is solely responsible for any reliance on or use of Output.

6.3 No Attorney-Client Relationship. Use of the Software does not create an attorney-client relationship between SafeIdea and Customer, any User, or any third party. SafeIdea is not a law firm, does not practice law, and does not provide legal advice.

7. Fees and Payment

7.1 Subscription Fees. Fees are set forth in the Order. Subscriptions are billed per seat. Payment is processed by Stripe; SafeIdea does not store credit card numbers. List price is $399 per seat per month, or $359 per seat per month with annual prepay. Charter Customer pricing is governed by Section 14.

7.2 Cancellation and 30-Day Money-Back Guarantee. Customer may cancel at any time. If Customer cancels within 30 days of first billing and notifies SafeIdea at support@safeidea.ai, SafeIdea will refund the fees paid for that period. After 30 days, cancellation takes effect at the end of the then-current billing period and no refunds are issued for partial periods.

7.3 Fee Changes. SafeIdea may change fees upon 30 days' written notice. Continued use after the effective date constitutes acceptance of the new fees. Charter Customer pricing is locked for the 12 months described in Section 14 and is not subject to fee changes during that window.

7.4 No AI Inference Markup. SafeIdea does not mark up AI inference costs. Customer's relationship with each AI Provider, and any fees Customer pays to that AI Provider, are separate from this Agreement.

8. Term and Termination

8.1 Term. This Agreement begins when Customer accepts it and continues for the subscription term specified in the Order, renewing automatically unless either party provides written notice of non-renewal at least 30 days before the end of the current term.

8.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within 30 days of receiving written notice.

8.3 Effect of Termination. Upon termination: (a) Customer's license to the Software terminates immediately; (b) Customer Data remains on Customer's machine, and SafeIdea has nothing to delete because it holds no Customer Data; (c) Sections 3, 4, 6, 9, 10, and 11 survive termination.

9. Disclaimer of Warranties

THE SOFTWARE AND SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SAFEIDEA DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT OUTPUT WILL BE ACCURATE OR RELIABLE. SAFEIDEA DOES NOT WARRANT THAT ITS MASKING TECHNOLOGY WILL IDENTIFY AND MASK ALL CONFIDENTIAL CONTENT IN ALL CIRCUMSTANCES.

10. Limitation of Liability

10.1 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SAFEIDEA, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF SAFEIDEA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Liability Cap. SAFEIDEA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO SAFEIDEA DURING THE 12 MONTHS PRECEDING THE DATE THE LIABILITY FIRST ARISES, OR $500, WHICHEVER IS GREATER.

10.3 Basis of the Bargain. Customer acknowledges that the fees reflect this allocation of risk and that SafeIdea would not enter into this Agreement without these limitations.

11. Indemnification

11.1 By SafeIdea. SafeIdea will defend, indemnify, and hold harmless Customer from third-party claims alleging that the Software infringes a valid patent, copyright, or trademark, provided Customer promptly notifies SafeIdea and cooperates in the defense.

11.2 By Customer. Customer will defend, indemnify, and hold harmless SafeIdea from third-party claims arising from: (a) Customer Data; (b) Customer's use of Output; or (c) Customer's violation of applicable law or professional conduct rules.

12. General Provisions

12.1 Governing Law. This Agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict of laws principles. Any dispute arising under this Agreement shall be resolved in the state or federal courts located in Philadelphia, Pennsylvania.

12.2 Entire Agreement. This Agreement, together with the Order, the Privacy Policy, the Terms of Service, and any Charter Customer admission communication, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings.

12.3 Amendments. SafeIdea may update this Agreement by posting the revised version on its website and providing notice to Customer. Continued use of the Software after the effective date constitutes acceptance. Material changes take effect 30 days after notice. Charter Customer pricing terms in Section 14 are not subject to amendment during a Charter Customer's 12-month lock period.

12.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect.

12.5 Assignment. Customer may not assign this Agreement without SafeIdea's prior written consent. SafeIdea may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

12.6 Notices. Notices to SafeIdea shall be sent to legal@safeidea.ai. Notices to Customer shall be sent to the email address associated with Customer's account.

12.7 No Waiver. Failure to enforce any provision of this Agreement does not constitute a waiver of that provision or any other provision.

13. Contact

For questions about this Agreement, contact us at legal@safeidea.ai.

SafeIdea LLC · Philadelphia, Pennsylvania.

14. Charter Customer Program

This Section 14 sets forth the Charter Customer Program. To the extent any provision of this Section 14 conflicts with another provision of this Agreement, this Section 14 controls for Charter Customers during their 12-month lock period.

14.1 Definition. A "Charter Customer" is a Customer admitted to the Charter Customer Program during Phase 1 (closed testing) or Phase 2 (open 60-day window). Admission is at SafeIdea's discretion during Phase 1; Phase 2 admission is by self-serve checkout during the 60-day window.

14.2 Application (Phase 1). Phase 1 applicants apply through the SafeIdea pricing page. SafeIdea reviews each application and admits at its discretion. Payment information is collected at the moment of admission, not at the moment of application. An applicant who is not admitted during Phase 1 remains in the Charter Customer cohort and receives an admission email when Phase 2 opens.

14.3 Open Window (Phase 2). Phase 2 is a 60-day open Charter Customer window. New customers may purchase seats through self-serve checkout during this window. The window has a public end date; after that date, no further customers are admitted as Charter Customers.

14.4 Charter Pricing. Charter Customer pricing is $249 per seat per month, billed monthly, locked for 12 months from each Customer's first billing date. Annual prepay during the Charter Customer window is a flat $2,988 per seat per year ($249 × 12), with no further discount stacking.

14.5 Conversion at 12 Months. On each Charter Customer's 12-month anniversary from first billing, pricing converts to the then-current list price, currently $399 per seat per month or $359 per seat per month on annual prepay. SafeIdea will provide notice at least 30 days before conversion. Customer may cancel before conversion in accordance with Section 7.2.

14.6 30-Day Money-Back Guarantee. The 30-day money-back guarantee in Section 7.2 applies to Charter Customers from the date of first billing, regardless of when the application was submitted.

14.7 Application Information. Information provided in the Charter Customer application form, including firm name, bar admission, practice areas, AI tools currently in use, and the Customer's narrative response on its current approach to client confidentiality, is used to evaluate the application and to inform SafeIdea's product roadmap in aggregate. Application information is not sold or shared with third parties. The Privacy Policy governs the handling of application information.

14.8 Seat Pool. Charter Customer admission grants Customer the right to purchase the seats described in the admission email at the Charter price for 12 months from first billing. Customer may add or remove seats during the lock period; added seats are billed at the Charter price for the remainder of the lock period and convert at the original anniversary date.

14.9 No Founding Member Program. Any references in earlier marketing materials, communications, or third-party publications to a "Founding Member program," "Founding Access," or similar terminology are superseded by this Charter Customer Program. No separate Founding Member program operates at launch.

14.10 No Affiliate or Referral Program. No affiliate, referral, or revenue-share program operates during the Charter Customer Program. Any future affiliate program will be governed by separate terms communicated at the time of launch.