Terms & Conditions of Service

These Terms & Conditions ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Telcloud, LLC, a South Carolina limited liability company, doing business as KeaneAdvisors.AI ("Company," "we," "us," or "our"), governing your access to and use of the AI Governance Phase 0™ Assessment for Law Firms, operated under the brand Defensible AI™ For Small & Midsize Law Firms (collectively, the "Service"), accessible at app.keaneadvisors.ai and related subdomains.

These Terms incorporate by reference: (a) our Privacy Policy; (b) the Data Processing Addendum ("DPA") set forth at Appendix A; (c) the Acceptable Use Policy ("AUP") set forth at Appendix B; and (d) the Service Level commitments set forth in Section 11B. In the event of a conflict between these Terms and any incorporated document, these Terms control unless the incorporated document expressly states otherwise.

By registering for an account, clicking "I agree," or otherwise accessing or using any portion of the Service, you represent that you have read, understood, and agree to be bound by these Terms and the documents incorporated by reference.

If you are accessing the Service on behalf of a law firm or other organization, you represent that you have authority to bind that organization, and "you" and "your" refer to that organization as well.

The Service is offered under the tiers below. Pricing is in U.S. Dollars. Total minimum annual obligation is shown for transparency.

All paid plans include unlimited saved assessments, PDF report generation, Progress Report access, vendor inventory, and assessment cloning. The Starter plan is limited to one saved assessment and does not include PDF reports or the Progress Report.

Pricing displayed at checkout is final and inclusive of all Service fees. Applicable taxes, if any, may be added depending on your jurisdiction.

We may change pricing with at least thirty (30) days' written notice to current subscribers. Price changes apply only at the start of the next Renewal Term and do not affect any active Commitment Period.

Online payments and new paid subscriptions are temporarily unavailable. Existing agreements and historical payment records remain in effect. Contact us for assistance with an existing account or billing question.

• ●Annual — Paid Monthly: Your card is charged on the same date each month corresponding to the date your subscription began, for twelve consecutive months per Commitment Period.
• ●Annual — Paid Upfront: Your card is charged the full annual amount on the date your subscription begins and at each annual renewal anniversary thereafter.

If a payment fails, we will retry the charge and notify you by email. Failure to cure a payment delinquency within seven (7) days may result in suspension or downgrade of your account to the Starter plan. You remain responsible for any amounts owed during the delinquency period and for the remainder of any active Commitment Period.

All prices are quoted and charged in U.S. Dollars. Company is not responsible for foreign transaction fees or currency conversion charges applied by your financial institution.

All paid subscriptions — whether billed monthly or annually — include a one (1) year minimum commitment period ("Commitment Period") beginning on the date of your first successful payment ("Contract Start Date").

After the initial Commitment Period, your subscription will automatically renew for successive one-year Renewal Terms at the then-current price for your plan, unless you cancel auto-renewal at least one (1) day before the next renewal date through the billing portal or by contacting support@keaneadvisors.ai. We will send you a renewal reminder email at least thirty (30) days before each auto-renewal date.

You may upgrade to a higher plan at any time. Upgrades take effect immediately. If you are on an Annual — Paid Upfront plan, your unused prepaid balance will be applied as a prorated credit toward the upgraded plan and you will be charged only the difference. A new twelve-month Commitment Period begins on the date of the upgrade.

You may request a downgrade to a lower plan at any time. Your current plan remains active and fully billed through the end of your Commitment Period. The downgrade takes effect on the first billing date following the end of your Commitment Period. No partial-period refunds are issued.

Selecting any paid plan while on the Starter (Free) plan initiates a new subscription and a new twelve-month Commitment Period. No trial period is offered for new paid subscriptions initiated from the platform.

You may cancel auto-renewal at any time through the billing portal accessible from your account dashboard or by contacting support@keaneadvisors.ai. Cancellation of auto-renewal stops future billing but does not terminate your current Commitment Period. You will retain full access to your paid plan features through the end of your Commitment Period.

Except as expressly provided in Sections 6.3 and 16.4, all subscription fees are non-refundable. No refund or credit will be issued for unused time within a billing period or Commitment Period.

Service credits available under the Service Levels in Section 11B are issued as account credits applied to the next billing cycle. Credits have no cash value and expire on termination.

The Starter plan is free and may be terminated by either party at any time without notice or penalty.

The Service, including its methodology, scoring framework, control library, user interface, reports, and all associated content, is the proprietary property of Company and is protected by United States and international copyright, trademark, and trade secret laws. The following are trademarks and/or service marks of Company:

• ●AI Governance Phase 0™
• ●Defensible AI™
• ●Defensibility Score™

The methodology, control library, scoring algorithms, and report formats are confidential and proprietary trade secrets of Company. Unauthorized reproduction, reverse engineering, decompilation, scraping, derivative-work creation, or commercial use of the methodology or framework is prohibited.

You retain ownership of all assessment data and responses that you input into the Service ("Customer Data"). By using the Service, you grant Company a limited, non-exclusive, royalty-free, worldwide license to process Customer Data solely to provide the Service to you and to fulfill obligations under these Terms.

Company will not use Customer Data to train, fine-tune, benchmark, evaluate, or otherwise improve any artificial intelligence or machine learning model, whether for Company's own use or for any third party. This restriction applies to foundation models, retrieval-augmented systems, and any other form of model adaptation.

Company may derive aggregate, anonymized benchmarking data from the platform and use it for product improvement and industry reporting, provided that such data does not identify your firm, any client of your firm, or any individual user, and is not reversible to identify any such party.

If you provide suggestions, ideas, or feedback regarding the Service, Company may use such feedback without restriction or compensation, provided that Company does not identify you as the source.

The Service is an informational self-assessment tool only. It does not constitute legal advice, legal services, or the practice of law, and no attorney-client relationship is created by your use of the Service.

Assessment results, Defensibility Scores, and any reports generated by the Service reflect self-reported data provided by your firm and are intended to support internal governance planning only. They do not represent a legal opinion, a compliance certification, or a guarantee of compliance with any law, regulation, court rule, or professional conduct standard, including the ABA Model Rules of Professional Conduct or any state analog.

You should consult qualified legal counsel for advice regarding compliance with applicable rules of professional conduct, data protection laws, court rules, and any other legal obligations relevant to your firm's use of artificial intelligence.

The Letter of Agency ("LOA") is activated only through a separate, dedicated assent flow within the Service. Activation is not effected by acceptance of these Terms alone. By completing the LOA assent flow, you authorize Company to act as your limited agent for the purposes and within the scope described below.

The LOA authorizes Company to: (a) initiate and participate in discussions with your AI-related vendors or potential replacement vendors; (b) request and review proposals, contracts, pricing, and configuration options; (c) provide and receive information necessary to evaluate or improve vendor terms; and (d) recommend courses of action to your firm.

The LOA does NOT authorize Company to: (a) execute or sign any contract on your firm's behalf; (b) make financial commitments on your firm's behalf; (c) accept or reject any vendor proposal without your firm's prior written approval; (d) make any representation regarding your firm's intent to purchase, renew, or terminate without your prior written approval; or (e) bind your firm to any non-disclosure or other agreement with a vendor without your prior written approval.

Company will treat all information obtained from vendors under the LOA as confidential to the same standard as Customer Data under Section 11A. Company will not share vendor-side confidential information with other Company customers.

You agree to indemnify Company against claims brought by a vendor arising from accurate representations made by Company within the scope of the LOA. This carve-back does not apply to claims arising from Company's negligent or unauthorized acts.

All vendor billing continues to be paid directly by your firm. Any new or revised vendor agreement takes effect only after your firm has reviewed and expressly agreed to its terms in writing.

The LOA may be revoked at any time by written notice to support@keaneadvisors.ai. Revocation is effective upon Company's acknowledgment of receipt, which Company will provide within two (2) business days. Activities undertaken in good faith by Company before acknowledgment remain authorized.

You agree that you will:

• ●Provide accurate, complete, and current information when creating your account and completing assessments
• ●Maintain the confidentiality of your account credentials and notify us immediately of any unauthorized access
• ●Use the Service solely for lawful purposes and in compliance with these Terms and the Acceptable Use Policy at Appendix B
• ●Not share your account credentials with third parties outside your firm
• ●Not misrepresent your firm's size, attorney count, or other account information to obtain a lower subscription tier

The full list of prohibited uses is set forth in the Acceptable Use Policy at Appendix B. Without limiting that policy, you will not: reverse engineer the Service, conduct unauthorized security testing, use the Service to build a competing product, defame or harass Company or its customers, or use the Service in violation of U.S. export control or sanctions law.

We reserve the right to suspend or terminate accounts that violate these obligations or the Acceptable Use Policy, without refund of any fees paid for the remainder of the Commitment Period.

Our collection and use of personal and firm data is governed by our Privacy Policy, which is incorporated by reference. By using the Service, you consent to the data practices described therein.

The DPA at Appendix A governs Company's processing of Customer Data on your behalf, including roles, sub-processor management, security measures, breach notification, audit rights, and data residency.

Customer Data is stored in encrypted databases located in the United States. Company implements administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, loss, alteration, or disclosure.

You may request deletion of your account and associated Customer Data at any time by contacting support@keaneadvisors.ai. Company will fulfill deletion requests within thirty (30) days, subject to any legal retention obligations and Company's right to retain de-identified aggregate data as permitted under Section 7.4.

In the event of a confirmed security incident affecting Customer Data, Company will notify you without unreasonable delay and in no event later than seventy-two (72) hours after Company's confirmation of the incident, consistent with S.C. Code §39-1-90 and applicable federal and state breach notification laws.

"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Company's Confidential Information includes the methodology, control library, scoring algorithms, and product roadmap. Your Confidential Information includes Customer Data, your firm's identity and that of your clients (where disclosed), assessment responses, Defensibility Scores, and vendor inventory entries.

The Receiving Party will: (a) use Confidential Information solely to perform its obligations or exercise its rights under these Terms; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than a reasonable degree of care; and (c) limit access to Confidential Information to its employees, contractors, and professional advisors who have a need to know and who are bound by written confidentiality obligations no less protective than this Section.

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully in the Receiving Party's possession without confidentiality obligation prior to disclosure; (c) is independently developed without reference to the Disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without confidentiality obligation.

If compelled by legal process to disclose Confidential Information, the Receiving Party will, where legally permitted, provide prompt notice to the Disclosing Party to allow the Disclosing Party to seek a protective order.

Without limiting the foregoing, Company will not disclose to any third party the identity of any firm using the Service, any firm's Defensibility Score, or any firm's specific assessment responses, except (a) with your prior written consent, (b) to sub-processors bound by written confidentiality and processing obligations consistent with the DPA, or (c) as required by legal process subject to Section 11A.4.

Confidentiality obligations under this Section survive termination of these Terms for a period of five (5) years, except that obligations with respect to information constituting a trade secret survive for so long as such information remains a trade secret under applicable law.

Company acknowledges that customers subject to the ABA Model Rules of Professional Conduct and state analogs have professional confidentiality obligations under Rule 1.6 and equivalent rules. Company's obligations under this Section and the DPA are intended to support customers' reasonable efforts to comply with those obligations.

Company maintains administrative, technical, and physical safeguards as further described in the DPA at Appendix A, including encryption of Customer Data in transit (TLS 1.2 or higher) and at rest (AES-256 or equivalent), role-based access controls, multi-factor authentication for administrative accounts, logging and monitoring, and annual security review.

Company will use commercially reasonable efforts to make the Service available at least 99.5% of the time, measured monthly, excluding: (a) scheduled maintenance announced at least forty-eight (48) hours in advance; (b) emergency maintenance; (c) force majeure events; (d) outages caused by Customer or third-party services not under Company's control; and (e) outages on the Starter (Free) plan, which is provided on an "as available" basis only.

If monthly availability falls below 99.5% for paid plans, Customer may request a credit equal to 10% of that month's subscription fee for each 0.5% below 99.5%, up to a maximum credit of 50% of that month's fee. Credit requests must be submitted to support@keaneadvisors.ai within thirty (30) days of the end of the affected month. Service credits are Customer's sole and exclusive remedy for availability shortfalls.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such jurisdictions, Company's liability is limited to the maximum extent permitted by law.

The limitations in this Section 12 do not apply to: (a) a party's indemnification obligations under Section 13; (b) a party's breach of Section 11A (Confidentiality); (c) Company's gross negligence or willful misconduct; or (d) liability that cannot be limited under applicable law.

You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, and affiliates from and against any third-party claims, liabilities, damages, judgments, awards, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of or access to the Service; (b) your violation of these Terms; (c) your violation of any applicable law or the rights of any third party; (d) any Customer Data or other content you submit through the Service; or (e) any representations made by Company within the scope of an LOA you authorized.

Company will indemnify, defend, and hold harmless Customer from and against third-party claims alleging that the Service, as provided by Company and used in accordance with these Terms, infringes a U.S. patent, copyright, or trademark, or misappropriates a trade secret. Company's obligation does not apply to claims arising from: (a) Customer Data; (b) modifications to the Service not made by Company; (c) combination of the Service with products or services not provided by Company; or (d) use of the Service after Company has notified Customer to discontinue such use. Company's total liability under this Section 13.2 is subject to the cap in Section 12.3.

The indemnified party will: (a) promptly notify the indemnifying party of the claim; (b) grant the indemnifying party sole control of the defense and settlement, provided that no settlement requiring an admission of liability or payment by the indemnified party may be entered without the indemnified party's consent; and (c) provide reasonable cooperation at the indemnifying party's expense.

You may cancel auto-renewal at any time as set forth in Section 6.1.

Company may suspend or terminate your access to the Service, with or without notice, if you materially breach these Terms, if your account is involved in fraudulent activity, or if continuation of the Service to you would expose Company to legal liability. In the event of termination for cause, no refund will be issued.

Upon termination, your right to access the Service ceases. Customer Data associated with your account will be retained for thirty (30) days following termination, after which it may be permanently deleted. You may request an export of Customer Data before termination takes effect.

The following Sections survive termination: 4 (with respect to payment obligations accrued prior to termination), 7, 8, 10 (to the extent applicable to retained materials), 11 (including deletion obligations), 11A, 12, 13, 14, 15, and 17, together with the DPA at Appendix A and AUP at Appendix B to the extent applicable.

These Terms shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to its conflict of law provisions. The Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., governs the interpretation and enforcement of Section 15.3 (Arbitration).

Before initiating arbitration, the parties will attempt in good faith to resolve any dispute through informal negotiation for at least thirty (30) days after written notice from one party to the other describing the dispute.

Any dispute arising out of or relating to these Terms or the Service that is not resolved through informal negotiation shall be submitted to binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, conducted in English in Bluffton, Beaufort County, South Carolina. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

The arbitrator, and not any federal, state, or local court or agency, has exclusive authority to resolve any dispute concerning the interpretation, applicability, enforceability, or formation of this arbitration provision, including any claim that all or part of this arbitration provision is void or voidable.

You may opt out of the arbitration provisions in Sections 15.3 through 15.5 by sending written notice of your decision to opt out to support@keaneadvisors.ai within thirty (30) days after the date you first accept these Terms. The notice must include your name, email associated with the account, firm name, and a clear statement that you wish to opt out of arbitration. Opting out will not affect any other provision of these Terms.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm, including misappropriation of Confidential Information or intellectual property.

Company may modify these Terms from time to time. Modifications take effect as set forth below.

Non-material changes (such as clarifications, contact information updates, or non-substantive edits) take effect when posted, with the effective date updated at the top of the Terms.

Company will provide at least thirty (30) days' advance email notice of any material change. A "material change" includes any change that materially reduces your rights, materially increases your obligations, alters pricing for an active Commitment Period, narrows Section 11A (Confidentiality), or modifies Section 15 (Arbitration).

To accept material changes, you must affirmatively re-accept the Terms at next login through a notice presented within the Service. If you do not accept, you may terminate your subscription effective immediately by notifying support@keaneadvisors.ai. In such case, Company will refund a prorated portion of any prepaid fees corresponding to the unused remainder of your current Commitment Period.

Company maintains a public history of Terms versions at app.keaneadvisors.ai/terms/history.

These Terms, together with the Privacy Policy, the DPA at Appendix A, the AUP at Appendix B, and any applicable order forms or checkout confirmations, constitute the entire agreement between you and Company with respect to the Service and supersede all prior agreements regarding the same subject matter.

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to render it enforceable while preserving the parties' intent.

Company's failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

You may not assign these Terms or any rights hereunder without Company's prior written consent. Company may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets, with notice to you.

Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control, including natural disasters, acts of government, pandemics, civil unrest, cyber events not caused by the affected party's negligence, internet infrastructure failures, or failures of third-party services.

Except as expressly set forth in Section 9 (LOA), nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.

These Terms are for the sole benefit of the parties and do not confer any rights upon any third party.

Notices to Company shall be sent to support@keaneadvisors.ai. Notices to you shall be sent to the email address associated with your account. Notices are deemed delivered on the date of transmission, provided no bounce-back or delivery failure is received.

Section headings are for convenience only and do not affect interpretation.

These Terms have been drafted by both parties through arms-length negotiation and shall not be construed against either party as the drafter.