Terms of Service

Thank you for using eNDA. These Terms of Service (the “Terms”) govern your access to and use of the endatech.app web platform (the “Platform”) and all related products, services, software, AI-powered features (including copilot and agent functionality), integrations, mobile and web sites including linked sites, and existing and future automated legal tools and legal services (collectively, the “Services”) provided by eNDA Technologies, LLC and its affiliates (collectively, “eNDA”, “we”, “us” or “our”). By creating an account, clicking to accept these Terms, or accessing or using the Services, you agree to be bound by these Terms, any applicable Additional Terms (defined in Section 14), and our Privacy Policy. If you use the Services on behalf of a company or other organization, you represent that you are authorized to bind that organization to these Terms, and “you” and “your” refer to both you and that organization. If you do not agree to these Terms, do not use the Services.

1. Not Legal Advice; No Attorney-Client Relationship.

eNDA provides a technology platform for legal information, document automation, AI-assisted drafting, review and negotiation, and self-service. eNDA is not a law firm, is not an attorney, and does not provide legal advice. The Services, including any information, templates, clause suggestions, redlines, risk flags, summaries, Market Insights or other content made available or generated by the Services (collectively, “Legal Information”), are provided for informational purposes and for your use only, and are not a substitute for the advice or services of a licensed attorney. eNDA does not review the information you provide for legal accuracy or sufficiency, draw legal conclusions, provide opinions about your selection of forms, provisions or language, or apply the law to the facts of your situation. Your use of the Services does not create an attorney-client relationship with eNDA, and your communications with eNDA, including through AI Features, are not protected by the attorney-client privilege or the work product doctrine. Any attorney-client relationship arising from Attorney Services is solely between you and an Independent Attorney, as described in Section 18. The Services do not include and do not constitute an insurance product. If you need legal advice, you should consult a licensed attorney in your jurisdiction.

2. Professional Users.

If you are an attorney or other professional, or you use the Services under the direction of an attorney, you remain solely responsible for exercising independent professional judgment, for supervising any use of the Services and any Outputs, and for complying with all professional, ethical and regulatory obligations that apply to you, including duties of competence, supervision and client confidentiality. eNDA does not assume any of those obligations.

3. Arbitration Notice.

These Terms require the use of binding arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and limit the remedies available to you in the event of a dispute, as described in the eNDA Arbitration Agreement in Section 22. You may opt out of arbitration as described in Section 22(i).

4. YOU ARE SOLELY RESPONSIBLE FOR YOUR DOCUMENTS.

ANY REVIEW OF YOUR ANSWERS, DOCUMENTS OR CONTENT BY eNDA OR BY ITS AUTOMATED OR AI TOOLS MAY BE LIMITED TO COMPLETENESS, SPELLING, FORMATTING AND INTERNAL CONSISTENCY OF NAMES, ADDRESSES AND THE LIKE. YOU WILL READ AND REVIEW ALL DOCUMENTS AND OUTPUTS BEFORE SIGNING, SENDING, FILING OR OTHERWISE RELYING ON THEM, AND YOU ARE SOLELY RESPONSIBLE FOR THE FINAL DOCUMENT(S) AND FOR ANY DECISION TO USE THEM.

5. Accuracy of Information, Content Rights and Third-Party Consent.

You represent and warrant that (a) the information you provide to eNDA is accurate and complete to the best of your knowledge; (b) you own or have all rights, licenses, consents and authority necessary to upload, submit, share and process your Customer Content (defined in Section 10) through the Services, including any agreements, drafts or materials that contain confidential, proprietary or personal information of a counterparty or other third party; (c) your use of that content through the Services, including its processing by our AI Providers and other service providers, does not violate any confidentiality, non-disclosure, privacy or other obligation you owe to any third party; and (d) you have obtained all third-party consents required for your order or your use of the Services.

6. Electronic Records and Signatures.

You consent to eNDA storing your drafts and documents, affixing your electronic signature or facilitating the placement of your electronic signature through the Platform where required to execute, file or deliver documents, and using electronic communication services to deliver your documents and to send you notices and other communications. Electronic records, signatures and notices have the same legal effect as paper. You may withdraw your consent, provided your documents have not already been filed or delivered, by emailing eNDA Customer Care at support@endatech.app. Withdrawing consent may prevent you from using some or all of the Services.

7. Non-English-Speaking Customers.

Certain materials on the Platform, including questionnaires, documents, instructions, Outputs and filings, may only be available in English. Non-English translations of these Terms, as well as other terms, conditions, and policies, if provided, are for convenience only. In the event of any ambiguity or conflict between translations, the English version is authoritative and controls.

8. Eligibility, Accounts and Security.

You must be at least 18 years old and able to form a binding contract to use the Services. You agree to provide accurate account information and keep it current, to keep your login credentials confidential, and to notify us promptly at support@endatech.app of any unauthorized access to or use of your account. You are responsible for all activity that occurs under your account, whether or not authorized by you. We may require identity verification, multi-factor authentication or other security measures at any time.

9. Teams, Workspaces and Collaboration.

Certain plans allow an organization to create a shared workspace (a “Workspace”) and invite individuals to use the Services under the organization’s account (“Authorized Users”).

(a) Organizational Control. The organization that creates or pays for a Workspace (the “Workspace Owner”) controls the Workspace and its content. The Workspace Owner and the administrators it designates (“Admins”) may add, remove and manage Authorized Users; assign roles and permissions; configure integrations, AI Features and data settings; and access, export, retain, modify or delete any content in the Workspace, including content created by individual Authorized Users. If you join a Workspace using an organization’s email domain or invitation, your Workspace content may be accessible to and controlled by that organization, and that organization’s policies may also apply to you.

(b) Responsibility for Authorized Users. The Workspace Owner is responsible for (i) all activity by its Authorized Users and Guests, (ii) ensuring that its Authorized Users comply with these Terms, and (iii) obtaining any consents required for eNDA to process content on its behalf. Accounts and seats are for a single named individual and may not be shared.

(c) Guests and Counterparties. You may invite external parties, such as counterparties and their counsel or advisers (“Guests”), to view, comment on, redline or negotiate documents through the Services. Guests must accept these Terms, or such other terms as we present to them, to access the Services. You control what you share with Guests and are solely responsible for that decision, including any resulting disclosure of confidential or privileged information. Comments, edits and other contributions made by a Guest to a shared document become part of that document and may be retained both in your Workspace and in the Guest’s account. eNDA is not responsible for any Guest’s use or disclosure of content you share.

(d) Departing Users. When an Authorized User is removed from a Workspace, content that user created in the Workspace remains with the Workspace Owner.

10. Your Content.

(a) Ownership. As between you and eNDA, you retain all ownership rights in the documents, agreements, data, prompts, instructions, files and other materials that you or your Authorized Users submit to the Services (“Inputs”) and, subject to your compliance with these Terms, in the drafts, redlines, summaries and other content generated by the Services for you based on your Inputs (“Outputs”, and together with Inputs, “Customer Content”). eNDA does not claim ownership of your Customer Content. Because of the nature of AI technologies, Outputs may be similar or identical to content generated for other users, and you do not acquire any exclusive rights in Outputs that are not unique to you or in any Legal Forms or Legal Information incorporated into an Output, which remain subject to Section 24.

(b) License to eNDA. You grant eNDA, its affiliates and its service providers a worldwide, non-exclusive, royalty-free, fully paid-up, transferable and sublicensable license to host, store, copy, transmit, display, process, analyze, adapt, reformat, create derivative works of and otherwise use Customer Content (i) to provide, maintain, secure, support and improve the Services; (ii) to research and develop new products, features, models and services; (iii) to create De-identified Data and Aggregated Data as described in Section 12; (iv) to enforce these Terms and protect the rights, property and safety of eNDA, our users and others; and (v) as required or permitted by law. This license survives termination of these Terms for so long as eNDA retains Customer Content and as necessary for the purposes above.

(c) AI Model Training. eNDA does not use Customer Content to train generative AI foundation models offered to third parties, and our agreements with our AI Providers prohibit them from using Customer Content provided through the Services to train their own models. eNDA may use Customer Content, and data derived from it, to evaluate, test, fine-tune and improve eNDA’s own features and models used to provide the Services.

(d) Retention and Deletion. You may export or delete Customer Content through the Services while your account is active, subject to the functionality of your plan. After your account is terminated or downgraded, eNDA may delete Customer Content after a reasonable period and has no obligation to retain it. Deletion does not apply to De-identified Data, Aggregated Data, Usage Data, content retained in backups in the ordinary course, or content we are required by law to retain. You are solely responsible for maintaining your own copies of Customer Content.

(e) Responsibility for Customer Content. You are solely responsible for your Customer Content. eNDA does not monitor Customer Content but may review, remove or disable access to it if we believe it violates these Terms or the law, or to investigate or address security or technical issues.

11. AI Features, Copilot and Agents.

(a) AI Features. The Services include features powered by artificial intelligence and machine learning, including features that draft, review, summarize, compare, redline, negotiate, suggest clauses, flag risks, answer questions and take actions on your behalf (“AI Features”). AI Features are powered in part by large language models and other technologies provided by third parties, including Anthropic, OpenAI and other providers we select from time to time (“AI Providers”).

(b) Nature of Outputs. AI Features are probabilistic and may produce Outputs that are inaccurate, incomplete, outdated, inconsistent, unsuitable for your jurisdiction or circumstances, or that misstate the law, including references to clauses, standards, statutes or authorities that do not exist. Outputs are not legal advice, are not reviewed by an attorney unless you separately purchase Attorney Services under Section 18, and do not necessarily reflect eNDA’s views. You must independently review and verify all Outputs before relying on, signing, sending, filing or otherwise using them, and you are solely responsible for any such use.

(c) Agents and Automated Actions. Certain AI Features may take actions at your direction, such as sending documents or redlines to counterparties, sending emails or messages, populating or editing documents in connected applications, initiating electronic signature workflows, or submitting information to third parties (“Agent Actions”). You authorize eNDA to perform the Agent Actions you initiate, approve or configure, using the permissions you grant through your account and any connected applications. Agent Actions are taken on your behalf and are your actions, and you are solely responsible for them and their consequences, including the content of any communication sent to a third party. Where the Services ask you to confirm an Agent Action, you are responsible for reviewing the proposed action before confirming it. You may revoke permissions for connected applications at any time, but revocation does not reverse Agent Actions already taken.

(d) Restrictions on AI Features. You will not, and will not permit anyone else to: (i) attempt to bypass, disable or interfere with any safety, security or content controls, rate limits or Usage Limits, including through prompt injection or “jailbreaking”; (ii) use the Services or any Output to develop, train or improve any AI model or product that competes with the Services; (iii) use AI Features to generate content that is fraudulent, deceptive, defamatory, infringing or unlawful, or to impersonate any person; (iv) represent that an Output was prepared or reviewed by an attorney or a human when it was not, where that representation would be misleading; or (v) use AI Features in violation of the usage policies of our AI Providers as made available by eNDA.

(e) Changes to AI Providers and Models. We may add, remove or change AI Providers and underlying models at any time without notice, and the performance, features and availability of AI Features may change as a result. eNDA is not responsible for the acts or omissions of AI Providers, and AI Features may be interrupted or limited by AI Provider outages, capacity limits or policy changes.

(f) Beta Features. We may offer features designated as beta, preview, early access, experimental or similar (“Beta Features”). Beta Features are provided “AS IS” for evaluation, may contain errors, may be changed or discontinued at any time, and are excluded from any service-level or support commitments. eNDA has no liability arising from your use of Beta Features.

12. De-identified Data, Aggregated Data and Market Insights.

(a) Market Insights. eNDA may offer features that provide users with market analysis, benchmarks and trends regarding agreement terms, such as how frequently particular clauses, positions or terms appear across agreements of a given type (“Market Insights”). Market Insights are generated from De-identified Data derived from Customer Content and from other sources available to eNDA.

(b) Participation. All Customer Content is eligible for inclusion in Market Insights, and there is no option to exclude it. You authorize eNDA to extract terms, provisions, data fields and other information from your Customer Content, de-identify it, and combine it with information from other users and sources. Canceling or terminating your subscription or account does not require eNDA to remove or modify De-identified Data or Aggregated Data created before then.

(c) De-identification. Before including information derived from Customer Content in Market Insights, eNDA will take reasonable measures designed to remove or generalize information that identifies you, your organization, your counterparties or any individual, such as party names, signatories, addresses and other direct identifiers, and will apply aggregation thresholds, generalization of values and other safeguards designed to reduce the risk that any user, counterparty or agreement can be identified from Market Insights (the resulting data, “De-identified Data”). eNDA will not attempt to re-identify De-identified Data, except to test the effectiveness of its de-identification safeguards. You will not attempt to re-identify any person, organization or agreement from Market Insights, or otherwise reverse engineer Market Insights.

(d) Ownership of De-identified and Aggregated Data. eNDA may create data, statistics, analyses, benchmarks, models and insights that combine De-identified Data, Usage Data and other information from multiple users and sources (“Aggregated Data”). As between you and eNDA, eNDA exclusively owns all right, title and interest in and to De-identified Data, Aggregated Data and Market Insights, and may use, commercialize, disclose and make them available to any user or third party for any lawful purpose, perpetually and without compensation or attribution to you. These rights survive any cancellation, any deletion of your Customer Content and any termination of your account or these Terms.

(e) Usage Data. Separately from Market Insights, eNDA collects technical, usage and performance data relating to your use of the Services, such as feature usage, settings, error logs and interaction metrics, including your ratings, acceptance or rejection of suggestions and other signals about Outputs (“Usage Data”). eNDA owns Usage Data and may use it to operate, secure, analyze and improve the Services and, in de-identified or aggregated form, for any lawful purpose.

(f) No Advice; Exclusions. Market Insights describe what appears in the data available to eNDA, which may not be representative of any market, industry or jurisdiction. Market Insights are not legal advice and are not a recommendation that any term is appropriate, customary, enforceable or advisable for your situation. eNDA may exclude any category of information from Market Insights in its discretion. Market Insights are provided “AS IS” and are subject to Section 30.

13. Feedback.

If you provide eNDA with suggestions, comments, ideas, corrections or other feedback about the Services (“Feedback”), eNDA may use, disclose and exploit that Feedback for any purpose without restriction or compensation to you, and you assign to eNDA all rights in the Feedback to the extent necessary to give effect to the foregoing. Feedback does not include Customer Content, which is governed by Sections 10 and 12.

14. Additional Terms, Order Forms and Order of Precedence.

Certain Services, features, plans or promotions may be subject to additional posted terms, product-specific terms, policies or guidelines, including our Acceptable Use Policy and Privacy Policy (“Additional Terms”), which are incorporated into these Terms by reference. eNDA and an organization may also enter into an order form, statement of work, enterprise agreement or similar document that references these Terms (an “Order Form”). In the event of a conflict, the following order of precedence applies to the extent of the conflict: (a) an Order Form signed by eNDA; (b) Additional Terms; (c) these Terms; and (d) the Privacy Policy. However, Section 22 (Dispute Resolution by Binding Arbitration) controls over any conflicting Additional Terms unless an Order Form signed by eNDA expressly states otherwise. Pre-printed or click-through terms in any purchase order, vendor portal or other document you provide are rejected and have no effect.

15. Free Tiers, Trial Offers, Usage Limits, Auto-Renewals and Paid Subscriptions.

eNDA may make available free tiers and trial offers for the limited use of the Services (each, a "Trial Offer"), including to new customers who provide a valid payment instrument, such as a credit card or other payment method. If you choose to start a Trial Offer, you will automatically join the paid membership you have chosen at the end of the Trial Offer unless you cancel before it ends, and you authorize eNDA to charge your payment method a recurring monthly membership fee or annual membership fee, as applicable, plus applicable taxes. If you wish to use additional Services beyond those included in the Trial Offer, you may be asked to separately purchase those Services or to upgrade to a paid membership prior to the end of the Trial Offer period. Please visit our Plans and Pricing page for additional details on our available memberships, including any limits on seats, documents, AI usage or credits, storage or other usage ("Usage Limits"). We may enforce Usage Limits and apply reasonable fair-use restrictions, including throttling, to protect the Services. PAID MEMBERSHIPS AUTOMATICALLY RENEW FOR SUCCESSIVE PERIODS EQUAL TO YOUR CURRENT BILLING PERIOD, AND YOU AUTHORIZE eNDA TO CHARGE YOUR PAYMENT METHOD AT THE THEN-CURRENT RATE AT EACH RENEWAL UNLESS YOU CANCEL BEFORE THE RENEWAL DATE. You can cancel or downgrade an auto-renewing paid membership at any time through your account settings or by emailing support@endatech.app; cancellation takes effect at the end of your current billing period. We reserve the right to change our pricing from time to time, but our price changes will always be prospective and not retroactive, and we will notify you in advance of any price change that applies to your paid membership. Except as required by law or expressly stated in these Terms, fees are non-refundable, and there are no refunds or credits for partial billing periods or unused Usage Limits. If you downgrade to a lower cost subscription or free account, your data and services previously available at that tier of subscription may no longer be available and may be subject to interruption or loss, so you should export any content you wish to keep before downgrading. Please notify us if there is an unintended issue and we will work to reasonably resolve it. To ensure uninterrupted service and to enable you to conveniently purchase additional products and Services, eNDA will store and update (e.g. upon expiration) your payment method on file through our payment processors. If we are unable to charge your designated payment method for any reason, we reserve the right to automatically downgrade your paid plan to a lower-priced plan or to suspend your paid membership until your designated payment method can be charged again. Please note that it is your responsibility to maintain current billing information on file with our Platform.

16. Third-Party Services and Integrations.

The Services may integrate with, rely on or enable access to third-party products and services, including AI Providers such as Anthropic and OpenAI; email, productivity and document applications; electronic signature providers; payment processors; data storage and hosting partners; communication tools; and government filing systems (collectively, “Third-Party Services”). A current list of eNDA’s subprocessors is available on the Platform or on request. When you enable an integration, you authorize eNDA to access, exchange and process data with that Third-Party Service as needed to provide the integration, and you may be required to accept the Third-Party Service’s own terms and privacy policy. Your use of Third-Party Services is governed solely by your agreement with the applicable provider, and the third party may contact you by email and/or phone with instructions on how to access its services. eNDA HEREBY DISCLAIMS LIABILITY FOR ANY INFORMATION, RECOMMENDATIONS, SUGGESTIONS, MATERIALS, PRODUCTS OR SERVICES POSTED OR OFFERED AS PART OF ANY THIRD-PARTY SERVICES. eNDA IS NOT LIABLE FOR ANY FAILURE, MISREPRESENTATION OR FULFILMENT OF PRODUCTS OR SERVICES OFFERED OR ADVERTISED BY THIRD PARTIES, OR FOR ANY DATA LOSS, DISCLOSURE OR SECURITY INCIDENT OCCURRING WITHIN A THIRD-PARTY SERVICE. A THIRD PARTY MAY HAVE A PRIVACY POLICY DIFFERENT FROM THAT OF eNDA AND MAY PROVIDE LESS SECURITY THAN THE SERVICES. eNDA may suspend or discontinue any integration at any time.

17. Future Products and Services.

If you add a feature, product or service to your account or order after your initial purchase, these Terms will apply to that additional product or service as well.

18. Legal Services: Filings and Independent Attorneys.

eNDA may offer, directly or through third parties, services such as preparing and submitting filings with government agencies (“Filing Services”) and access to independent attorneys (“Attorney Services”, and together with Filing Services, “Legal Services”). The following terms apply to Legal Services in addition to the rest of these Terms and any Additional Terms for the specific Legal Service:

(a) Filing Services. If you purchase Filing Services, you authorize eNDA and its agents to prepare and submit filings on your behalf based on the information you provide, and to sign and submit documents as your authorized filer where permitted by law. You are solely responsible for the accuracy and completeness of that information. Processing times are determined by the applicable government agency and are not guaranteed. eNDA is not responsible for any rejection, delay, error or action by a government agency, or for any consequence of inaccurate or incomplete information you provide. Government and third-party fees are non-refundable once submitted.

(b) Independent Attorneys. Attorney Services are provided by independent attorneys or law firms who are not employees or agents of eNDA (“Independent Attorneys”). Any attorney-client relationship is solely between you and the Independent Attorney, and eNDA is not a party to it. eNDA does not practice law, does not control or direct the professional judgment of any Independent Attorney, and does not supervise, endorse or guarantee the advice, services or results provided by any Independent Attorney. Independent Attorneys are solely responsible for their advice and services, and eNDA is not liable for any act or omission of an Independent Attorney. eNDA may share information you provide with an Independent Attorney you choose to engage. Independent Attorneys may decline any matter in their professional discretion, including because of a conflict of interest. Any fees for Attorney Services will be disclosed to you before you purchase them.

(c) Availability. Legal Services may not be available in all jurisdictions or for all matters, and eNDA may refuse, modify or discontinue any Legal Service at any time.

19. Abandoned Orders.

Your purchase may allow you to create your own legal documents or to have eNDA or a third party perform work for you. Other than as required by applicable law, you shall have no right to cancel, request a cash refund or obtain store credit for any undelivered order after 10 days have elapsed from the purchase date unless eNDA is reasonably at fault. All itemization of fees are displayed for convenience only. Delivered orders shall be governed by any eNDA satisfaction guarantee posted on the Platform. Because eNDA commits time and resources upon accepting an order, if you abandon an order after eNDA has begun work on it, fees paid for that order are non-refundable and eNDA may retain them as reasonable compensation for its commitment to service the order.

20. Exchanges.

You may request an exchange of one product for a different product and complete a replacement order within 30 days of your purchase. At our discretion and subject to the product or service, the purchase price of the original item, less any filing fees, taxes or other third-party costs, may be credited toward the replacement order, and any price difference between the original order and the replacement order (less any filing fees, taxes or other third-party costs) may be credited to your eNDA account or your original form of payment. Subscriptions are not eligible for exchange.

21. Termination or Suspension of Account and Subscription.

You may stop using the Services and cancel your account at any time. eNDA reserves the right, in its sole discretion, to suspend, downgrade or terminate your access to some or all of the Services, for any reason and at any time. For example, we may suspend or terminate your use of some or all of the Services immediately and without prior notice if you violate these Terms, fail to pay fees when due, use the Services in a manner that may expose us, our AI Providers or others to legal liability or harm, cause negative publicity for our Platform, threaten the security or integrity of the Services, or disrupt the Services or others' use of the Services. If eNDA terminates your paid membership for convenience and not for any of the foregoing reasons, eNDA will refund the prepaid fees attributable to the unused portion of your then-current billing period, which will be your sole remedy.

If eNDA elects to terminate your membership, eNDA will provide you with notice at your registered email address. eNDA also reserves the right to modify or discontinue, either temporarily or permanently, any part of its Services, and will use reasonable efforts to provide notice of a material discontinuance. You agree that eNDA will not be liable to you or to any third party for any modification, suspension, or discontinuance of your membership or access to the Services. If eNDA encounters evidence of suspicious activity in connection with your account, including, but not limited to, evidence that your account is being used by someone who is not authorized to do so, eNDA, in its sole discretion, may temporarily disable your account for a reasonable amount of time in order to investigate. In the event that eNDA terminates, suspends or disables your account, absent a subpoena or court order, no information about your account will be provided to anyone outside eNDA, including you or any authorized contact, until the investigation is complete. Additionally, eNDA, in its sole discretion, may decide not to deliver any documents associated with your account to you, send them to any third party, or file any such documents with any government authority, while your account is disabled. Upon termination, your right to use the Services ends immediately, and Customer Content will be handled as described in Section 10(d). Sections 5, 10, 12, 13, 19 and 22 through 37, and any other provisions that by their nature should survive, will survive termination. eNDA will not be liable for any delays, disruptions or other issues that may result from these actions, policies and procedures.

22. DISPUTE RESOLUTION BY BINDING ARBITRATION.

Please read this carefully. It affects your rights.

Summary:

Most customer concerns can be resolved quickly and to the customer's satisfaction by emailing our Customer Care Center at support@endatech.app. In the unlikely event that our support is unable to resolve your complaint to your satisfaction (or if eNDA has not been able to resolve a dispute it has with you after attempting to do so informally), we each agree to resolve those disputes through binding arbitration or in small claims court rather than in a court of general jurisdiction. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than a court does, and is subject to very limited review by courts. Any arbitration under these Terms will take place on an individual basis; class arbitrations and class actions are not permitted. The arbitrator shall apply the same limitations period that would apply in court, including the contractual limitations period in Section 31. You may opt out of this Arbitration Agreement as described in paragraph (i) below.

You may speak with independent counsel before using the Services or completing any purchase.

Arbitration Agreement:

(a) eNDA and you agree to arbitrate all disputes and claims between us before a single arbitrator. The types of disputes and claims we agree to arbitrate are intended to be broadly interpreted. It applies, without limitation, to:

claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory;

claims that arose before these or any prior Terms (including, but not limited to, claims relating to advertising);

claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and

claims that may arise after the termination of these Terms.

For the purposes of this Arbitration Agreement, references to "eNDA," "you," and "us" include our respective subsidiaries, affiliates, agents, directors, founders, executives, employees, employers, business partners, shareholders, predecessors in interest, successors, and assigns, as well as all Authorized Users, Guests and other authorized or unauthorized users or beneficiaries of services or products under these Terms or any prior agreements between us. Beneficiaries include, but are not limited to, those named in any document prepared through the Services.

Notwithstanding the foregoing, either party may bring an individual action in small claims court. This arbitration agreement does not preclude your bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and eNDA are each waiving the right to a trial by jury or to participate in a class action. These Terms evidence a transaction or website use in interstate commerce, and thus the Federal Arbitration Act (“FAA”) governs the interpretation and enforcement of this provision. This arbitration provision will survive termination of these Terms.

(b) A party who intends to seek arbitration must first send, by U.S. certified mail, a written Notice of Dispute ("Notice") and email to the other party. A Notice to eNDA should be addressed to: Notice of Dispute, General Counsel, eNDA Technologies, LLC, 228 Park Ave S, PMB 995086, New York, New York 10003, USA (the "Notice Address") and support@endatech.app with the subject headline “Notice of Dispute”. The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought ("Demand"). If eNDA and you do not reach an agreement to resolve the claim within 90 days after the Notice is received, you or eNDA may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by eNDA or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or eNDA is entitled.

You may download or copy a form to initiate arbitration from the American Arbitration Association (“the AAA”) website at www.adr.org.

(c) Currently, the filing fee for consumer-initiated arbitrations is $200, but this is subject to change by the arbitration provider. The arbitration will be governed by the Consumer Arbitration Rules (the "AAA Rules") of the American Arbitration Association, as modified by these Terms, for all claims under $25,000, and the applicable rules as determined by the AAA for all claims of or above $25,000, and will be administered by the AAA. The AAA Rules are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitrator is bound by these Terms. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and interpretation of this arbitration provision, except that issues relating to the scope, enforceability, and interpretation of paragraph (e) are for the court to decide. Unless eNDA and you agree otherwise, any arbitration hearings will take place by videoconference or, if an in-person hearing is required, in the county (or parish) of your billing address or, if you use the Services on behalf of an organization, in New York County, New York. If your claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, by a telephonic or video hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the AAA Rules will determine whether you have a right to a hearing. The parties agree that in any arbitration of a dispute or claim, neither party will rely for preclusive effect on any award or finding of fact or conclusion of law made in any other arbitration of any dispute or claim to which eNDA was a party. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), you agree to reimburse eNDA for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. In addition, if you initiate an arbitration in which you seek relief valued at more than $25,000 (excluding attorney’s fees and expenses), the payment of these fees will be governed by the AAA rules.

(d) Any right to attorney's fees and expenses available under applicable law shall not obligate eNDA to any duplicative awards of attorney's fees or costs.

(e) The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. YOU AND eNDA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITIES AND NOT AS PLAINTIFFS OR CLASS MEMBERS IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR IN THE CAPACITY OF A PRIVATE ATTORNEY GENERAL. Further, unless both you and eNDA agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award any relief that a court could award that is individualized to the claimant and would not affect other customers. Neither you nor we may seek non-individualized relief that would affect other customers. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.

(f) If the amount in dispute exceeds $25,000 or either party seeks any form of injunctive relief, either party may appeal the award to a three-arbitrator panel administered by AAA by a written notice of appeal within thirty (30) days from the date of entry of the written arbitration award. An award of injunctive relief shall be stayed during any such appeal. The members of the three-arbitrator panel will be selected according to AAA rules. The three-arbitrator panel will issue its decision within one hundred and twenty (120) days of the date of the appealing party's notice of appeal. The decision of the three-arbitrator panel shall be final and binding, subject to any right of judicial review that exists under the FAA.

(g) Notwithstanding any provision in the applicable Terms to the contrary, we agree that if we make any future change to this arbitration provision (other than a change to any notice address, website link or telephone number provided herein), that change will apply to any dispute of which we had written notice on the effective date of the change. Moreover, if we seek to terminate this arbitration provision, any such termination will not be effective until at least thirty (30) days after written notice of such termination is provided to you, and shall not be effective as to disputes which arose prior to the date of termination.

(h) Mass Arbitration. If 5 or more demands for arbitration that are substantially similar are filed against eNDA by or with the assistance of the same law firm, group of law firms or organizations within a 90-day period (a “Mass Filing”), the AAA’s then-current rules and fee schedules applicable to multiple or mass case filings shall apply, and, to the extent permitted by those rules, the demands will be administered in batches of no more than 50 claimants per batch, with one arbitrator per batch. The remaining demands will be held in abeyance, will not be administered, and will not incur any filing or administrative fees until the prior batch is resolved. The statute of limitations applicable to each claim will be tolled from the date its Notice is sent until it is administered. You and eNDA agree to cooperate in good faith to implement this batching process, and a court will have authority to enforce this paragraph, including by enjoining the filing or administration of demands that do not comply with it.

(i) 30-Day Right to Opt Out. You may opt out of this Arbitration Agreement by emailing support@endatech.app, with the subject line “Arbitration Opt-Out,” within 30 days after you first accept these Terms. Your notice must include your name, the email address associated with your account, and a clear statement that you wish to opt out of this Arbitration Agreement. If you opt out, the remainder of these Terms will continue to apply, and disputes will be resolved as provided in Section 34. Opting out of this Arbitration Agreement does not affect any other arbitration agreement between you and eNDA.

23. Installment Plan.

(a) Qualification. The eNDA Installment Plan (the "Installment Plan") may be available as a purchase option for certain eNDA products priced at $500 or more. Where an Installment Plan is offered, eNDA may charge a small installment fee in connection with this option. The total amount that will be charged for each installment payment, inclusive of any fee, will be disclosed to you before you elect to participate in the Installment Plan.

(b) Billing. By opting into the Installment Plan, you agree to make an initial payment (the "Initial Installment Payment") immediately when you place your order or change your payment plan. You authorize eNDA to charge your credit card for two additional installments on approximately, but not before, the first and second month anniversaries (each an "Installment Billing Date") of the Initial Installment Payment. If your purchase date is on the 29th through 31st day of any month, an Installment Billing Date for months with fewer days will fall on the last day of the month. Each payment will be of the same amount, except that if the total purchase price does not divide evenly into three parts, your final installment payment will include all outstanding amounts. You may pay your outstanding balance at any time without incurring additional charges.

(c) Default. If your credit card is declined, eNDA may make multiple attempts to bill that card. If you remain in default on the second payment when the third payment is due, you authorize eNDA to charge both the second and third payment amounts to your credit card. If three attempts to charge your card are unsuccessful and your account balance remains unpaid, eNDA may report information about your account to credit bureaus, and late payments, missed payments, and other defaults may be reflected in your credit report. eNDA may restrict your ability to purchase other eNDA products if you are delinquent on any payment, and may make efforts to collect a delinquent payment. If you believe eNDA has reported inaccurate information to a consumer reporting agency, you may email the eNDA Customer Care Center at support@endatech.app and eNDA will investigate the matter. eNDA may accept late or partial payments, as well as payments that reflect "paid in full" or other restrictive endorsements, without limiting any of its rights under these Terms.

(d) Store Credit. If you have an eNDA store credit, the amount of that store credit will be deducted from your total purchase price before installment payment amounts are calculated. Store credit will not count against the minimum purchase price per product. If you want to apply a store credit issued after your enrollment in the Installment Plan, you may do so by emailing eNDA Customer Care Center at support@endatech.app.

(e) Notice of Automatic Billing. eNDA may send a reminder email to the email address of record for your account before your Installment Billing Dates. This notice is provided as a courtesy only, and eNDA is not obligated or required to provide such notice. Your failure to read or inability to receive the email, or the failure of eNDA to send it, does not create any liability on the part of eNDA or any third-party service provider and does not invalidate any charge.

(f) Disputed Charges. If you dispute a charge to your credit card, you should first email eNDA Customer Care Center at support@endatech.app and eNDA will investigate the matter.

(g) Account Information. You agree to notify eNDA promptly of any changes to your credit card number, its expiration date, and/or your billing address, or if your credit card expires or is cancelled for any reason. If your failure to provide eNDA with accurate, complete, and current information results in delinquent payments, eNDA may restrict your ability to purchase other eNDA products, suspend or terminate access to the Services, report information about this delinquency to credit bureaus, and/or pursue further collection efforts of the outstanding and unpaid balances.

(h) Subscription Products. For subscription products offering the Installment Plan, eNDA reserves the right to terminate access to subscription benefits 31 days after a missed installment payment.

24. eNDA Templates and Legal Forms.

If you have purchased or used a provision, clause, language, form, template, playbook, workflow or agreement made available by eNDA, including any documents generated, assembled, or automated through the Platform using eNDA templates or workflows (together, “Legal Forms”), through any purchase or plan on our Platform, including a free plan, the following provisions apply to you:

(a) License. Subject to these Terms, eNDA grants you a nonexclusive, nontransferable, non-sublicensable worldwide right to access, download, use, edit and reproduce the Legal Forms made available to you, solely to prepare documents for your own personal use or for the internal business purposes of you and your organization, including executing, sharing and negotiating those documents with your counterparties and advisers. You may not: (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise make available to any third party the Legal Forms as a template, form library or product, separate from a specific document you prepared for your own matter; (ii) access the Legal Forms via API, scraping or other automated means, or use them in or through any digital service to monetize them, without prior written authorization; or (iii) reverse engineer, extract or reproduce the Legal Forms, the Platform or its source code, or create template libraries or products derived from or competing with them. Your right to use documents you have already prepared and executed survives termination. All rights not expressly granted to you are reserved by eNDA and its licensors.

(b) No Guarantee. eNDA does not guarantee that any Legal Form provided is suitable for a particular purpose, or that any Legal Form provided is accurate, reliable, complete, enforceable or current in your jurisdiction. The Legal Forms provided are for information purposes only, and should not be relied upon as legal advice.

25. Reviews and Testimonials.

After your purchase, you may receive an email survey request from eNDA. You may also write a review on the Platform. If you complete the survey or submit a review, you grant eNDA a perpetual, royalty-free license to post your opinions and references to your company, in whole or in part, on the Platform or in marketing materials. The review may be accompanied by limited identifying information, such as your first name and last initial, your company name, the product you purchased, and your city and/or state.

26. Email, Text Messages and SMS Programs.

eNDA, at its sole discretion, may offer the following SMS/MMS text message-based programs. Consent to receive marketing text messages is not a condition of any purchase.

eNDA Member Alerts: You may opt-in to receive SMS/MMS text messages by providing your phone number during the process of purchasing a product from eNDA. In some instances, we may also provide you the opportunity to opt-in post-purchase when you speak with us on the phone or through digital advertisements or emails. By opting in, you will receive messages regarding the status of your order and assistance with accessing the products you have purchased. The number of messages you will receive will vary depending on the steps needed to complete your order.

eNDA App Invitation: You may opt-in to receive SMS/MMS text messages when you purchase a participating product from eNDA. We may provide you the opportunity to opt-in through a post-purchase webpage or through digital advertisement. By opting in, you will receive a message providing you with a link to download a eNDA application onto your mobile phone. This will be the only message you will receive as part of this program.

eNDA Notifications: You may opt-in to receive SMS/MMS text messages by following the directions provided through digital advertisements or emails. By opting in, you will receive promotional messages regarding eNDA, special offers, and product updates. You will receive no more than four (4) messages per month as part of this program.

To opt out of receiving SMS/MMS text messages from eNDA, reply STOP to any message or email support@endatech.app. Reply HELP for help. Message and data rates may apply.

eNDA and wireless carriers are not responsible for delayed or undelivered messages.

eNDA is sensitive to your concerns about your privacy. To learn more, please see our Privacy Policy.

27. Acceptable Use; No Unlawful or Prohibited Use.

You can only use our Services if doing so complies with the laws of your jurisdiction(s). The availability of our Services in your jurisdiction(s) is not an invitation or authorization by eNDA to access or use our website or Services in a manner that violates your local laws and regulations. By using our Services, you accept sole responsibility to ensure that you or anyone else who accesses your account to use our Services does not violate any applicable laws in your jurisdiction(s). To enforce this provision, eNDA reserves the right to refuse membership, or suspend or terminate your account immediately and without prior notice at our sole discretion.

The following are specifically excluded or prohibited:

Use in connection with any legal matter that is frivolous, immaterial or illegal in nature, as determined by eNDA or an Independent Attorney in their sole discretion;

Use in connection with any legal matter involving an alleged violent crime by you;

Use in connection with any legal matter involving the laws of jurisdictions outside of the United States or its subdivisions, unless the Services expressly support that jurisdiction;

Use in connection with any legal matter that, as determined by the External Attorney or eNDA Attorney in his or her sole discretion, lacks sufficient merit to warrant pursuit, or that has been raised an excessive or unreasonable number of times without a change in circumstances;

Use in connection with any legal matter in which eNDA or any of its subsidiaries, affiliates, directors, officers, agents, employees, or other eNDA service providers has an adverse interest;

Uploading or processing content that you do not have the right to share, that contains malware or malicious code, or that contains sensitive personal information (such as government identification numbers, financial account numbers or health information) beyond what is reasonably necessary for the document you are preparing;

Using the Services or any Output to violate any law, to infringe or misappropriate the rights of others, or to engage in fraudulent, deceptive, harassing or abusive conduct, including toward a counterparty;

Circumventing Usage Limits, security measures or access controls, sharing account credentials, or accessing the Services to build a competing product or to benchmark the Services for competitive purposes without our prior written consent; or

Any use prohibited by Section 11(d).

You may not hack, "scrape" or "crawl" our Services, whether directly or through intermediaries such as spiders, robots, crawlers, scrapers, framing, iframes or RSS feeds without express written permission from eNDA. You may not access or attempt to access any information eNDA has not intentionally made available to you on its Services via purchased subscription. Your use of the eNDA Services does not entitle you to resell any eNDA content without prior express written consent from eNDA.

28. Force Majeure.

eNDA shall not be considered in breach of or default under these Terms or any contract with you, and shall not be liable to you for any cessation, interruption, or delay in the performance of its obligations hereunder by reason of earthquake, flood, fire, storm, lightning, drought, landslide, hurricane, cyclone, typhoon, tornado, natural disaster, act of God or the public enemy, epidemic, famine or plague, action of a court or public authority, change in law, explosion, war, terrorism, armed conflict, labor strike, lockout, cyber attack, outages or failures of AI Providers, hosting providers or other third-party service providers, internet or utility failures, boycott or similar event beyond our reasonable control, whether foreseen or unforeseen (each a "Force Majeure Event"). If a Force Majeure Event continues for more than 60 days in the aggregate, eNDA may immediately terminate these Terms and shall have no liability to you for or as a result of any such termination.

29. Right to Refuse.

eNDA reserves the right to refuse service to anyone, for any lawful reason, for use of the Platform, eNDA products or any other Services.

30. DISCLAIMER OF WARRANTIES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, INCLUDING ALL AI FEATURES, OUTPUTS, AGENT ACTIONS, LEGAL INFORMATION, LEGAL FORMS, MARKET INSIGHTS, BETA FEATURES AND THIRD-PARTY SERVICES, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND. eNDA AND ITS LICENSORS, AI PROVIDERS AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. eNDA DOES NOT WARRANT THAT THE SERVICES OR ANY OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, LEGALLY SUFFICIENT, ENFORCEABLE OR ERROR-FREE; THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT ANY DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM eNDA OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

31. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) IN NO EVENT WILL eNDA OR ITS AFFILIATES, OFFICERS, DIRECTORS, INVESTORS, FOUNDERS, EXECUTIVES, EMPLOYEES, AGENTS, LICENSORS, AI PROVIDERS OR SERVICE PROVIDERS (THE “eNDA PARTIES”) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR ANTICIPATED SAVINGS, ANY LOSS, CORRUPTION, THEFT OR SABOTAGE OF DATA, ANY COST OF SUBSTITUTE SERVICES, OR ANY LOSS ARISING FROM ANY DOCUMENT, OUTPUT, AGENT ACTION, FILING OR TRANSACTION, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR OTHERWISE, EVEN IF eNDA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (b) THE TOTAL AGGREGATE LIABILITY OF THE eNDA PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (i) THE AMOUNTS YOU PAID TO eNDA FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR (ii) ONE HUNDRED U.S. DOLLARS (US$100). THESE LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND eNDA. ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CLAIM AROSE OR IT IS PERMANENTLY BARRED, EXCEPT WHERE A LONGER PERIOD IS REQUIRED BY LAW. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LIMITATIONS ON THE TIME TO BRING A CLAIM, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

32. Release and Indemnification.

To the maximum extent permitted by law, you, on behalf of yourself and your heirs, executors, agents, representatives, and assigns, fully release and forever discharge the eNDA Parties from any and all losses, damages, expenses, including reasonable attorneys' fees, rights, claims, and actions of any kind arising out of or relating to (a) your Customer Content and any documents or filings you prepare, sign or submit; (b) Agent Actions you initiate or approve; (c) your dealings with counterparties, Guests, Independent Attorneys or Third-Party Services; and (d) your use of the Services, in each case except to the extent caused by eNDA’s fraud, gross negligence or willful misconduct. If you are a California resident, you waive California Civil Code Section 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” You agree that this release has been freely and voluntarily consented to and you confirm that you fully understand what you are agreeing to.

You agree to defend, indemnify and hold harmless the eNDA Parties from and against any and all losses, damages, liabilities, judgments, settlements, fines, penalties, costs and expenses, including reasonable attorneys' fees, arising out of or relating to any third-party claim, demand, investigation or proceeding (including by a counterparty, Guest, Authorized User, Independent Attorney, government agency or regulator) relating to (a) your Customer Content, including any claim that your Customer Content or its processing through the Services infringes, misappropriates or violates any third party's rights or any confidentiality obligation; (b) your use of the Services or any Output, including any Agent Action you initiate or approve; (c) your violation of these Terms or applicable law; or (d) your violation of any rights of another. eNDA may assume the exclusive defense and control of any matter subject to indemnification by you, in which case you will cooperate with eNDA in asserting any available defenses, and you may not settle any such matter without eNDA's prior written consent.

33. eNDA Platform Indemnity.

eNDA may elect to defend you against any third-party claim alleging that the eNDA Platform software, as provided by eNDA and used by you in accordance with these Terms, infringes a United States patent, copyright or trademark or misappropriates a trade secret of that third party (an “IP Claim”), may pay any damages finally awarded against you, or agreed by eNDA in settlement, on the IP Claim. eNDA has no obligation for any IP Claim arising from (a) Customer Content, Inputs or Outputs; (b) Legal Forms or Legal Information as modified by you or combined with your content; (c) Third-Party Services, AI Providers or open-source software; (d) any combination of the Services with products, services, data or processes not provided by eNDA; (e) any modification of the Services not made by eNDA; (f) use of the Services in violation of these Terms or after eNDA notifies you to stop using them; or (g) free plans, Trial Offers or Beta Features. Your rights under this Section are conditioned on your (i) promptly notifying eNDA in writing of the IP Claim, (ii) giving eNDA sole control of the defense and settlement of the IP Claim, and (iii) providing reasonable cooperation at eNDA’s expense. If the Services become, or in eNDA’s opinion are likely to become, subject to an IP Claim, eNDA may, at its option, procure the right for you to continue using them, modify them to be non-infringing, or terminate your access and refund any prepaid fees for the unused portion of your subscription. eNDA’s liability under this Section is subject to Section 31. THIS SECTION STATES eNDA’S SOLE AND ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, FOR ANY ACTUAL OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION.

34. Governing Law and Venue.

These Terms and any dispute arising out of or relating to them or the Services are governed by the Federal Arbitration Act and, to the extent not inconsistent with it, the laws of the State of New York, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. For any dispute that is not subject to arbitration under Section 22, including if you opt out of arbitration, you and eNDA consent to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York, except that eNDA may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information or the security of the Services. TO THE EXTENT PERMITTED BY LAW, YOU AND eNDA EACH WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUCH PROCEEDING.

35. Changes to These Terms.

We may modify these Terms from time to time. If we make material changes, we will notify you by email to your registered email address, through the Services or by other reasonable means at least fifteen (15) days before the changes take effect, except that changes required by law or relating to new features or Services may take effect immediately. Your continued use of the Services after the effective date of the changes constitutes your acceptance of the modified Terms. If you do not agree to the changes, you must stop using the Services and cancel your account before they take effect. Changes to Section 22 are also subject to Section 22(g).

36. General Provisions.

(a) Waiver and Severability. eNDA’s failure to enforce a provision is not a waiver of its right to do so later. If a provision of these Terms is found unenforceable, the remaining provisions will remain in full effect and an enforceable term will be substituted reflecting the intent of the unenforceable language as closely as possible.

(b) Assignment. You may not assign or transfer any of your rights or obligations under these Terms without eNDA’s prior written consent, and any such attempt will be void. eNDA may assign or transfer these Terms, in whole or in part, without your consent, including to any of its affiliates or subsidiaries, or in connection with a merger, acquisition, corporate reorganization or sale of all or part of its business or assets.

(c) Entire Agreement. These Terms, together with any Additional Terms, Order Forms and the Privacy Policy, are the entire agreement between you and eNDA regarding the Services and supersede all prior and contemporaneous agreements, proposals and communications on that subject.

(d) Notices. eNDA may provide notices to you by email to your registered email address, by posting within the Services or by mail, and those notices are effective when sent or posted. Except as otherwise stated in Section 22, you must send legal notices to eNDA at the Notice Address in Section 22(b), with a copy to support@endatech.app.

(e) Export Controls and Sanctions. You will comply with all applicable export control and economic sanctions laws. You represent that you are not located in, or ordinarily resident in, any country or region subject to comprehensive U.S. sanctions, and that you are not listed on any U.S. government restricted-party list.

(f) Relationship of the Parties; Third-Party Beneficiaries. You and eNDA are independent contractors, and nothing in these Terms creates a partnership, joint venture, agency, fiduciary or employment relationship. Except for the eNDA Parties under Sections 30 through 32, there are no third-party beneficiaries of these Terms.

(g) Interpretation. Headings are for convenience only, and “including” means “including without limitation.”

37. Acknowledgment.

You understand that these Terms affect your legal rights and obligations. If you do not agree to be bound by all of these Terms, do not use the Services. By creating an account, clicking to accept, completing a purchase or using the Services, you agree to these Terms.

Last Updated: October, 2026