Terms of Service

• Service — the SureCiteAI platform, websites at sureciteai.com and any sub-domains, APIs, integrations, and related documentation.
• Customer Content — files, documents, prompts, queries, metadata, and any other data that Customer or its Users submit to the Service.
• User — any individual Customer authorizes to use the Service under Customer's account.
• Output — text, summaries, citations, answers, embeddings, or other artifacts generated by the Service in response to Customer Content.
• AI Providers — third-party large-language-model or embedding providers (e.g., OpenAI, Anthropic, Google) used to produce Output.
• Sub-processors — third parties we use to process Customer Content, listed at /subprocessors.

SureCiteAI is a document-intelligence platform that indexes Customer Content and uses AI Providers to produce source-cited search and answers across that content. Feature availability depends on the plan you select.

Subject to your compliance with these Terms, SureCiteAI grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the subscription term, solely for your internal business purposes. All rights not expressly granted are reserved.

• You must be at least 18 years old and have full legal capacity to enter into this agreement.
• If you accept these Terms on behalf of an organization, you represent that you are authorized to bind that organization.
• You are responsible for keeping your credentials confidential and for all activity under your account. Notify us immediately at security@sureciteai.com of any unauthorized use.

• As between you and SureCiteAI, you own all Customer Content and Output that you generate from your Customer Content, subject to any upstream AI Provider terms that apply to Output.
• You grant SureCiteAI a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, index, encrypt, back up, and otherwise use Customer Content and Output solely to (a) provide, maintain, and support the Service for you, (b) comply with applicable law, and (c) protect the security and integrity of the Service.
• We do not use Customer Content to train any foundation or generative AI model, and we contractually require our AI Providers not to train on Customer Content through the APIs we use. See our Sub-processor List.
• You represent and warrant that you have all rights, licenses, and consents necessary to upload Customer Content and to grant the license in this section, and that Customer Content does not infringe any third-party rights or violate applicable law.

Your use of the Service must comply with our Acceptable Use Policy. Without limiting that policy, you will not:

• Upload Protected Health Information (PHI) subject to HIPAA unless we have signed a Business Associate Agreement with you (not currently offered).
• Upload data subject to export controls or trade sanctions in violation of those laws.
• Upload data of any person or entity on a sanctions list maintained by the United Nations, European Union, United Kingdom, or US OFAC.
• Use the Service to generate legal, medical, tax, financial, or other professional advice to third parties in a manner that constitutes the unauthorized practice of law, medicine, accounting, or any other regulated profession.
• Attempt to reverse-engineer, probe, or circumvent the Service's security, rate limits, or tenant isolation.
• Use the Service in a way that violates any law in any jurisdiction where you operate or where your users are located, or any law that applies to us or to our service providers.

The Service uses AI Providers to produce Output. AI-generated Output can be inaccurate, incomplete, out-of-date, biased, or fabricated, even when accompanied by citations. You agree that:

• Output is provided for informational and productivity purposes only and is not a substitute for professional judgment by a licensed attorney, CPA, tax preparer, physician, financial advisor, or other qualified professional.
• You will review, verify, and validate Output — including any cited source — before relying on it for any professional work product, court filing, regulatory submission, tax return, financial statement, or advice to a third party.
• You are solely responsible for any decision made or action taken in reliance on Output.

SureCiteAI is a technology platform. SureCiteAI is not a law firm, accounting firm, tax preparer, broker-dealer, investment adviser, medical provider, or other licensed professional services firm, and does not provide legal, tax, accounting, audit, financial, investment, or medical advice. No attorney-client, accountant-client, or any other professional-client relationship is created by your use of the Service.

If you are a regulated professional, you remain solely responsible for your independent professional obligations, including without limitation: the ABA Model Rules of Professional Conduct and applicable state bar rules; IRS Circular 230 (31 C.F.R. Part 10); the Gramm-Leach-Bliley Act Safeguards Rule (16 C.F.R. Part 314); AICPA standards; IRS Publication 4557; HIPAA; and any other professional or regulatory standards applicable to your practice.

The Service relies on third-party infrastructure and AI Providers listed in our Sub-processor List. By using the Service, you authorize us to engage those sub-processors for the purposes described in the Privacy Policy and DPA. We will remain responsible for sub-processor compliance with the protection standards in our DPA.

Customer Content may be transmitted to AI Providers and other Sub-processors that process data in multiple jurisdictions, including the United States and the European Union. By using the Service you consent to such international transfers, subject to the safeguards described in the DPA.

• Fees are listed on our pricing page and are billed in United States Dollars (USD) unless we agree otherwise in writing.
• Subscriptions renew automatically for successive periods of the same length until canceled. You may cancel at any time from your account settings; cancellation takes effect at the end of the then-current billing period.
• Except as required by law, fees are non-refundable, and partial-period fees are not pro-rated on cancellation.
• All fees are exclusive of taxes, duties, VAT, GST, SST, withholding taxes, and similar charges. You are responsible for paying all such taxes other than taxes on our net income. If any withholding tax applies, you will gross up the payment so we receive the full fee.
• We may change plan pricing by giving you at least 30 days' notice before the start of your next renewal term.
• Overdue amounts may bear interest at the lower of 1.5% per month or the maximum permitted by law, and we may suspend the Service for material non-payment after 15 days' notice.

Free trials and features labeled "beta," "preview," or "experimental" are provided AS-IS without any warranties or service-level commitments, and may be modified, deprecated, or removed at any time without notice. Your use of such features is at your own risk.

• SureCiteAI and its licensors retain all right, title, and interest in and to the Service, including all software, documentation, designs, trademarks, and improvements, and all associated intellectual property rights. Except for the limited right to use the Service during the subscription term, no rights are granted to you by implication, estoppel, or otherwise.
• Feedback you provide about the Service is non-confidential, and you grant us a perpetual, irrevocable, royalty-free license to use it without restriction.

Each party may receive Confidential Information of the other. The receiving party will use Confidential Information only to perform under these Terms, protect it with at least the same degree of care it uses for its own confidential information (and no less than reasonable care), and disclose it only to personnel and sub-processors bound by equivalent confidentiality obligations. Customer Content is Customer's Confidential Information.

Our handling of personal data is governed by our Privacy Policy and Data Processing Agreement. Our technical and organizational security measures are described in our Security Addendum. These documents form part of these Terms.

We will notify affected customers of any confirmed security incident materially affecting Customer Content without undue delay, and in any event within 72 hours of confirmation, in line with our DPA.

• These Terms apply while you have an account or use the Service.
• Either party may terminate for material breach if the breach is not cured within 30 days of written notice. We may suspend or terminate immediately for breach of Section 5 (Acceptable use), suspected fraud, security risk, or as required by law.
• On termination: (a) your right to use the Service ceases, (b) you may export Customer Content for 30 days, and (c) after that period we will delete Customer Content from production systems and, within a reasonable period thereafter, from backups. Deletion is confirmed by email on request.
• Sections that by their nature should survive termination (including 4, 6, 7, 11, 12, 14, 15, 16, 17, 18, 20, 22, 23, 24) will survive.

• You have the legal right to upload all Customer Content and to grant the license in Section 4.
• Customer Content does not violate any law or infringe any third-party right, including intellectual property, privacy, and publicity rights.
• You will comply with these Terms, the AUP, and all applicable laws in your use of the Service.
• You and your end users are not on any applicable sanctions list maintained by the United Nations, European Union, United Kingdom, or US OFAC, and are not located in any country or region subject to comprehensive trade sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine).

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SureCiteAI AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, UNINTERRUPTED OR ERROR-FREE OPERATION, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE USAGE. SureCiteAI DOES NOT WARRANT THAT OUTPUT IS ACCURATE, COMPLETE, CURRENT, OR FIT FOR ANY PROFESSIONAL, LEGAL, TAX, OR FINANCIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, OR ANTICIPATED SAVINGS; LOSS, CORRUPTION, OR INACCURACY OF DATA; OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS IN ANY 12-MONTH PERIOD WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID US IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS (US$100).

THE LIMITATIONS IN THIS SECTION DO NOT LIMIT (I) YOUR OBLIGATION TO PAY FEES, (II) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, (III) CUSTOMER'S BREACH OF SECTION 4 OR 5, OR (IV) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

By SureCiteAI. We will defend you against any third-party claim that the Service, as provided by us and used in accordance with these Terms, infringes the claimant's intellectual property rights, and will pay damages finally awarded or amounts agreed in settlement. If the Service becomes, or we believe may become, the subject of such a claim, we may at our option modify the Service, obtain a license for continued use, or terminate the affected portion of the Service and refund any pre-paid unused fees. This is our entire liability for infringement.

By Customer. You will defend us, our affiliates, and our personnel against any third-party claim arising from (a) Customer Content, (b) your or your Users' breach of Sections 4, 5, or 15, (c) any use of Output by you or any person who receives Output through you, or (d) your violation of applicable law, and will pay damages finally awarded or amounts agreed in settlement.

The indemnified party must (i) promptly notify the indemnifying party of the claim, (ii) allow the indemnifying party to control the defense and settlement (provided no settlement imposes non-monetary obligations on the indemnified party without its consent), and (iii) cooperate at the indemnifying party's expense.

Neither party is liable for delay or failure in performance (other than payment obligations) to the extent caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, government action, labor disputes, pandemics, internet or power failures, or failures of upstream cloud or AI Providers.

The Service may be subject to the export control and sanctions laws of the United States, the European Union, the United Kingdom, and any other jurisdiction applicable to the parties. You will not use, export, re-export, or transfer the Service in violation of those laws, and you represent you are not located in, a national of, or ordinarily resident in any comprehensively sanctioned country or region, and are not on any applicable restricted-party list.

We may update these Terms from time to time. For material changes we will provide at least 30 days' notice by email to your account administrator or by prominent notice in the Service. If you do not agree to the updated Terms, your sole remedy is to stop using the Service and cancel your subscription before the change takes effect. Continued use after the effective date constitutes acceptance.

We may change, suspend, or discontinue features of the Service at any time; if we materially degrade a paid feature, you may cancel and receive a pro-rata refund of the fees pre-paid for the unused portion of the then-current term.

"SureCiteAI" is the trading name used by the entity that operates the Service from time to time. Full legal and registration details of the current operator are available on request by emailing legal@sureciteai.com.

We may assign or transfer our rights and obligations under these Terms to a successor operating entity (including in connection with a corporate reorganization, acquisition, or the incorporation of a new operating entity in any jurisdiction) on at least 30 days' prior notice. The successor entity will remain bound by these Terms in favor of you.

These Terms, and any non-contractual obligations arising out of or in connection with them, are governed by the laws of Singapore, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute, controversy, or claim arising out of or in connection with these Terms, including any question regarding their existence, validity, or termination, will be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) under the SIAC Arbitration Rules in force at the time of commencement. The seat of arbitration will be Singapore, the tribunal will consist of one arbitrator, and the language of the arbitration will be English. Judgment on the award may be entered in any court of competent jurisdiction.

Class-action and jury waiver. Disputes will be brought on an individual basis only and not as a class, collective, consolidated, or representative action. Each party waives any right to a jury trial to the maximum extent permitted by law.

Notwithstanding the above, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

• Entire agreement. These Terms, together with the documents incorporated by reference, are the entire agreement between the parties regarding the Service and supersede all prior agreements on that subject.
• Order of precedence. In case of conflict: (1) a signed written agreement between the parties referencing these Terms, (2) the DPA, (3) these Terms, (4) the AUP and Security Addendum, (5) any other policy referenced here.
• Severability. If any provision is held unenforceable, the remaining provisions remain in effect.
• No waiver. Failure to enforce a provision is not a waiver.
• Assignment. You may not assign these Terms without our prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee is not a competitor of ours. We may assign these Terms as described in Section 22.
• No third-party beneficiaries. These Terms do not create rights in any third party.
• Notices. Notices to us must be sent to legal@sureciteai.com. Notices to you may be sent to the email on your account.
• Relationship. The parties are independent contractors; these Terms create no partnership, agency, or joint venture.