Coda Terms of Service

Last Updated: October 25, 2026

OpenEvidence Inc. (“Company”) operates the Coda website, applications, and related products and services (collectively, the “Service”), including software that runs AI agents (“Machines”).

By accessing or using any part of the Service, clicking on the “I accept” button or equivalent, or completing the account registration process, you agree to these Terms of Service (the “Terms”). If you do not agree, do not use the Service. You represent and warrant that you are at least 18 years old and that you have the authority to enter into these Terms personally or, if you are accessing or using the Service on behalf of an entity (“Organization”), on behalf of that Organization. If you are entering into these Terms on behalf of an Organization, you represent and warrant that you have the legal authority to bind such Organization to these Terms, and references to “you” and “your” in these Terms shall refer to both you individually and such Organization. Company may modify these Terms at any time by posting the revised version and updating the “Last Updated” date, and your continued use constitutes acceptance.

Dispute Resolution: Please read these Terms carefully and be aware that Section 11 provides that, unless you opt out within 30 days of first accepting any version of these Terms containing an arbitration agreement, all disputes between you and Company, with limited exceptions, will be resolved by binding and final arbitration. Section 11 also contains a class action and jury trial waiver.

Auto-Renewal: If you subscribe to Coda Pro or any other subscription feature of the Service for an initial term, your subscription will automatically renew for additional periods of the same duration as the initial term at Company's then-current price for such subscription unless you cancel your subscription prior to the end of the then-current billing cycle in accordance with Section 4.2 (Coda Pro; Subscriptions and Auto-Renewal) below.

1. The Service

1.1 Description. The Service lets you run Machines, using AI models provided through the Service (the “Coda Model Providers”) or through other model providers you configure yourself (each, a “Third-Party Model Provider”). The Service includes a subscription feature known as “Coda Pro,” which allows you to run Machines in the Service’s cloud rather than on your own computer (each, a “Cloud Machine”). Features, functionality, and availability may change or be discontinued.

1.2 Accounts. You must create an account to use the Service. A verified email address may be required to access certain features of the Service. You are solely responsible for all activity under your account and for maintaining the confidentiality of your credentials. You represent that all registration information you provide is accurate and current.

1.3 Your Machines. Machines act on your behalf and interact with the third-party services to which you connect them, with the level of access that you give them. The Service provides you with the ability to configure the level of autonomy and human oversight applicable to the Machines, including by selecting operational modes and adjusting permissions and controls. You are responsible for setting and updating the level of autonomy, permissions, access levels, and operational modes for Machines, including which actions you authorize the Machines to take on your behalf. You are responsible for what you direct your Machines to do, for the access you grant them, and for reviewing and verifying all actions taken by Machines on your behalf. You are responsible for ensuring that your use of Machines to access or interact with any third-party website, platform, or service complies with such third party's terms of service, acceptable use policies, and other applicable restrictions. Machines may not be compatible with all third-party websites, platforms, or services, and Company shall have no liability if a Machine is unable to access or function with any such third-party website, platform, or service. If you request that a Machine take certain actions within the Service, including without limitation performing transactions or sending messages, you acknowledge that you are solely responsible for authorizing such conduct and are responsible for the actions that the Machine takes on your behalf. You acknowledge and agree that any conduct you engage in as a result of the information provided by a Machine or any other AI-enabled feature made available through the Service is at your own risk, and Company shall not be liable to you or any third party for, or as a result of, a Machine providing inaccurate information to you or taking actions that produce unintended results.

1.4 Connected Accounts. You may use your own accounts with Third-Party Model Providers, or connect the Service to third-party services such as Slack or GitHub (each such account, a “Connected Account”). By using or connecting any Connected Account, you represent that you are authorized to do so and you instruct Company to access and exchange data with such Connected Account on your behalf as necessary to provide the Service, including by transmitting User Content and receiving Outputs. You are solely responsible for your relationship with each Connected Account provider, including compliance with, but not limited to, such provider's terms, conditions, and acceptable use policies. Company does not control any Connected Accounts and shall have no liability for: (a) the terms, conditions, pricing, availability, or performance of any services provided under a Connected Account, which are governed solely by your agreement with the applicable provider; (b) any output, result, error, or action generated or taken by a third-party provider through a Connected Account; (c) the privacy or data security practices of any Connected Account provider; (d) any loss of functionality, data, or access resulting from the discontinuation, modification, or unavailability of any Connected Account or its provider; or (e) any Connected Account provider's decision to modify, suspend, or terminate your account or related services. Where you use a Third-Party Model Provider through a Connected Account, processing of your prompts, inputs, and outputs by such Third-Party Model Provider is governed by your relationship with that provider, and such Third-Party Model Provider is not a subprocessor of Company by reason of your use of such Connected Account.

2. User Content; Outputs

2.1 Definitions. “User Content” means any prompts, files, messages, or other materials you create or submit to the Service. “Outputs” means any responses or other content generated by the Service in response to your User Content.

2.2 Use of User Content and Outputs. Company may use, process and transmit User Content and Outputs as necessary to provide the Service to you, including by transmitting User Content and Outputs to Coda Model Providers and Third-Party Model Providers to generate Outputs and to facilitate Machine actions. Company shall treat User Content and Outputs as confidential and shall not use User Content or Outputs to train, improve, or fine-tune any model or algorithm. Company shall not disclose User Content or Outputs to any third party except (a) to service providers, subprocessors, Coda Model Providers and Third-Party Model Providers, solely as necessary to provide the Service; (b) to comply with applicable laws, legal process, or governmental requests; (c) to enforce these Terms; (d) to respond to claims that User Content or Outputs violate the rights of third parties; or (e) to protect the rights, property, or personal safety of Company, its users, or the public. Company reserves the right to investigate any suspected violation of these Terms and, if Company believes that criminal activity has occurred, to refer the matter to and cooperate with applicable legal authorities.

2.3 Data Security and Deletion. Company employs commercially reasonable technical, organizational, and physical safeguards designed to protect User Content and Outputs. You may delete your account at any time from your profile page, subject to any conditions specified on the Service (for example, an account may not be deleted while it is the sole owner of an Organization or while an active subscription is pending renewal). Upon deletion, Company shall remove the applicable User Content, Outputs, and personal information from its systems within a commercially reasonable timeframe and shall direct its subprocessors to do the same; provided that (a) Company may retain billing and transaction records as required for accounting, tax, and legal compliance purposes; and (b) such subprocessors may retain such data for a longer period to the extent required by their own data retention policies, subject to any retention required by applicable law or valid legal process, and except as otherwise set forth in our Privacy Policy.

2.4 Your Representations Regarding User Content. You represent and warrant that (a) you have all rights, licenses, consents, and permissions necessary to submit User Content to the Service; and (b) User Content does not infringe or misappropriate any third party’s intellectual property rights or other proprietary rights.

2.5 Ownership of User Content and Outputs. As between you and Company, you own all right, title, and interest in and to User Content and the Outputs. You acknowledge and agree that the Service may generate outputs for other users that are similar or identical to the Outputs.

2.6 Restrictions; Prohibited Conduct. You shall not: (a) use any automated system, including any robot, spider, scraper, or data-mining tool, to access, scrape, crawl, or collect any data or content from the Service, other than through the agents and interfaces the Service provides; (b) copy, modify, distribute, or create derivative works of any part of the Service; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of any part of the Service, except to the extent expressly permitted by applicable law that cannot be waived by contract; (d) share your account credentials with, or otherwise permit or grant access to the Service to, any unauthorized third party; (e) access the Service in order to build a similar or competitive product or service; (f) direct or configure a Machine to circumvent, bypass, or attempt to circumvent or bypass any security measures, access controls, rate limits, authentication mechanisms, paywalls, CAPTCHAs, bot-detection mechanisms, or similar restrictions imposed by any third-party website, platform, or service; (g) use the Service, including any Machine, in a manner that violates or is inconsistent with any acceptable use policy, usage policy, or similar policy of any Coda Model Provider or Third-Party Model Provider; (h) use the Service, including any Machine, to infringe, misappropriate, or otherwise violate any third party's intellectual property rights, privacy rights, publicity rights, or contractual rights; (i) use the Service, including any Machine, to harass, threaten, stalk, defame, defraud, or otherwise harm or attempt to harm any person or entity, or to generate or distribute content that is unlawful, harmful, abusive, obscene, or otherwise objectionable; (j) misrepresent any Output or Machine interaction as human-generated, or take steps to conceal the automated nature of a Machine's interactions with any third party, where disclosure of its non-human identity may also be required by applicable law or regulation; (k) chain or sequence automated Machine actions across systems or platforms in a manner designed to obscure the automated nature of those actions from the parties affected by them; (l) use the Service, including any Machine, to make or serve as a substantial factor in making, without meaningful human review, decisions regarding another person's employment, credit or other financial services, housing, insurance, educational placement, healthcare, or legal rights or benefits; (m) develop, deploy, distribute, or facilitate the creation of malicious code, malware, viruses, ransomware, or any other software designed to cause harm, damage, or unauthorized access to systems or data; (n) attempt to cause any Machine or other component of the Service to disregard or override its safety, security, or privacy training, systems, or features; (o) access or attempt to access any data, account, or system that you are not authorized to access; or (p) use the Service in violation of applicable law.

2.7 Telemetry Data. Company may monitor your use of the Service and may collect and compile general performance and usage data about the Service, including metadata regarding your use of the Service (such as technical logs, task types, completion rates, Machine success metrics, and the step-by-step execution traces and task trajectories generated by Machines in the course of performing tasks, including sequences of actions, tool invocations, intermediate reasoning steps, and system-level operational data) (“Telemetry Data”). As between Company and you, all right, title, and interest in the Telemetry Data, and all intellectual property rights therein, belong to and are retained solely by Company. Company may use Telemetry Data to operate, improve, analyze, and support the Service and for other lawful business purposes, provided that the Telemetry Data will not identify you or your User Content or any user. In addition, Company may aggregate and de-identify data or create synthetic data derived from your use of the Service, and Company may use such aggregated and de-identified data for any lawful business purpose, including to improve, develop, and enhance Company's products and services, provided that such data cannot reasonably be used to identify you or your User Content or any user.

3. Intellectual Property; License to the Service

The Service, Telemetry Data, and all related technology, models, algorithms, content, trademarks, and materials (excluding User Content and Outputs) are and shall remain the exclusive property of Company or its licensors. Subject to these Terms, Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your own use. Nothing in these Terms transfers to you any ownership interest in the Service or any component thereof. If you provide any suggestions, ideas, or other feedback regarding the Service (excluding your User Content and Outputs), Company may use such feedback for any purpose without restriction, compensation, or obligation of any kind to you.

4. Subscription, Credits, and Payment

4.1 Payment. All prices are in US dollars, exclusive of applicable taxes. Company uses Stripe, LLC and its affiliates as its third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (“Payment Processor”). If you subscribe to Coda Pro (or otherwise make a purchase on the Service), you will be required to provide your payment details and any additional information required to complete your transaction directly to the Payment Processor. You hereby consent to and authorize Company and the Payment Processor to share any information and payment instructions you provide to the minimum extent required to complete your transactions. By providing Company and/or the Payment Processor with your payment information, you agree that Company and/or the Payment Processor is authorized to immediately invoice your account for all fees due and payable hereunder and that no additional notice or consent is required. You shall immediately notify Company of any change in your payment information to maintain its completeness and accuracy. Your failure to provide accurate payment information to Company and/or the Payment Processor, or Company’s inability to collect payment, constitutes your material breach of these Terms. Please note that online payment transactions may be subject to validation checks by the Payment Processor and your card issuer, and Company is not responsible if your card issuer declines to authorize payment for any reason. For your protection, the Payment Processor uses various fraud prevention protocols and industry-standard verification systems to reduce fraud, and you authorize it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee; Company is not responsible for any such fee.

4.2 Coda Pro; Subscriptions and Auto-Renewal. Coda Pro is available at the price posted on the Service at the time of subscription, plus applicable tax, billed monthly in advance. Company reserves the right to change the subscription pricing; any such change will take effect at the start of your next renewal term. Company will use commercially reasonable efforts to notify you in advance of any pricing change that would affect your subscription, such as by sending an email to the email address associated with your account. If you do not agree with such changes, you may cancel your subscription prior to the start of the next renewal term as set forth below, and you will not be charged the new price.

4.2.1 Automatic Renewal. IF YOU SUBSCRIBE TO CODA PRO, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW EACH MONTH AT COMPANY’S THEN-CURRENT PRICE UNLESS YOU CANCEL PRIOR TO THE END OF THE THEN-CURRENT BILLING CYCLE. By subscribing, you authorize Company to charge the payment method designated in your account now, and again at the beginning of each subsequent subscription period. Upon renewal of your subscription, if Company does not receive payment, (i) you shall pay all amounts due on your account upon demand and/or (ii) Company may either terminate or suspend your subscription and continue to attempt to charge your designated payment method until payment is received. If a renewal payment fails, you have fourteen (14) days to update your payment information before Coda Pro ends, and Cloud Machines stop while a payment is overdue.

4.2.2 Cancellation. You may cancel your Coda Pro subscription at any time by logging into your account and navigating to the billing page, or by contacting Company at support@coda.ai. If you do not wish your subscription to renew automatically, you must cancel prior to the end of the then-current billing cycle.

4.2.3 Effect of Cancellation. If you cancel your Coda Pro subscription, you may continue to use Coda Pro until the end of the then-current billing period; your subscription will not be renewed after your then-current billing period expires. Except as otherwise provided in these Terms, no refunds or credits will be issued for any partial billing period.

4.3 Credits.

4.3.1 Credit Allocation. A subscription includes a monthly allotment of usage credits (“Credits”) as specified at the time of purchase or on the applicable subscription description page. Credits included in a subscription are allocated at the beginning of each billing cycle and replenish at the start of each subsequent cycle. Unused subscription Credits do not roll over to subsequent cycles unless otherwise specified.

4.3.2 Starter Credit. A free account that links a Google account receives a one-time, complimentary starter Credit (“Starter Credit”) in the amount specified on the Service at the time of account creation, for use of the Coda Model Provider, given once per Google account. Starter Credits do not expire. Starter Credits may be withheld when more than 5 accounts claim it from the same network in one day. Starter Credits may be subject to additional promotional terms as specified by Company at the time of issuance.

4.3.3 Credit Usage. Credits are consumed when you use certain features and functionality of the Service, including running Machines. Subscription Credits are consumed before Starter Credits and Additional Credits. The number of Credits consumed by a particular action or feature may vary based on factors, including without limitation, tokens used for the call, and the published price of the model it used. You are responsible for monitoring your Credit balance through the Service.

4.3.4 Additional Credits. Company may, at its option, make additional Credits available for purchase outside of the Credit allotment included in your subscription (“Additional Credits”). Additional Credits purchased mid-cycle will be available immediately upon purchase and will not expire. Fees for Additional Credits will be charged at the time of purchase. If you do not have an active subscription, you may purchase Additional Credits only to cover a negative Credit balance.

4.3.5 No Monetary Value; No Transfer. Credits have no cash value, are not redeemable for cash, are not transferable, and may not be sold, resold, assigned, sublicensed, or otherwise transferred to any third party.

4.3.6 Credit Changes. Company reserves the right to change Credit pricing and the Credit allotment associated with any subscription at any time. Any changes to Credit pricing or Credit allotment applicable to your then-current subscription will take effect at the start of your next renewal term. The rates at which Credits are consumed may change at any time to reflect changes in underlying model provider pricing or other factors. For the avoidance of doubt, Additional Credits, Starter Credits, and any other Credits granted outside of a subscription's monthly allotment do not expire. Company may modify or discontinue Starter Credit offers at any time.

4.4 Refunds. Except as expressly set out in these Terms or required by applicable law, all fees and Credits are non-refundable, and Company does not provide refunds for partial months of Coda Pro. Any other refund or credit shall be at Company’s sole discretion. Company will correct billing errors. If a payment is refunded or reversed after the Credits purchased with such payment have been used, your balance may become negative and your use of the Coda Model Provider will be suspended until the negative balance is covered.

4.5 Disputes. If you initiate a chargeback or payment dispute with your bank or payment provider with respect to any charge under these Terms, Company may suspend your access to the Coda Model Provider for the affected account until the dispute is resolved. If the dispute is resolved against you, any Credits associated with the disputed payment will be removed from your account.

4.6 Cloud Machines. If Coda Pro ends, your Cloud Machines will stop working. Within thirty (30) days after a Cloud Machine stops working or Coda Pro ends, whichever is later, Company will delete the server instance allocated to such Cloud Machine, together with its associated conversations and files. Deleted data may remain recoverable from Company's backup systems for a limited period in accordance with Company's then-current data retention practices, after which it will be permanently deleted. The foregoing is subject to any retention required by applicable law or valid legal process, and except as otherwise set forth in our Privacy Policy and Section 2.3.

4.7 Taxes. The payments required under this Section 4 do not include any Sales Tax that may be due in connection with the Service. If Company determines it has a legal obligation to collect a Sales Tax from you in connection with these Terms, Company may collect such Sales Tax in addition to the payments required hereunder. If any Service is subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Company, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Company for any liability or expense Company may incur in connection with such Sales Taxes. Upon Company’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this Section, “Sales Tax” means any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

5. Mobile Applications

5.1 Mobile App License. Subject to these Terms, Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and use a copy of each mobile application made available by Company in connection with the Service (each, a “Mobile App”) on a device that you own or control, solely for your own use in connection with the Service.

5.2 Third-Party Application Store Access. With respect to any Mobile App accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you shall only use the App Store Sourced Application (i) on an Apple-branded product that runs iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple Media Terms of Service, except that such App Store Sourced Application may be accessed, acquired, and used by other accounts associated with the purchaser via Apple’s Family Sharing function, volume purchasing, or Legacy Contacts function. Notwithstanding the foregoing, with respect to any Mobile App accessed through or downloaded from the Google Play store, you may have additional license rights with respect to use of the Mobile App on a shared basis within your designated family group.

5.3 Accessing and Downloading the Mobile App from the Apple App Store. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:

(a) You acknowledge and agree that (i) these Terms are concluded between you and Company only, and not Apple, and (ii) Company, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service;

(b) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application;

(c) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Company and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Company;

(d) You and Company acknowledge that, as between Company and Apple, Apple is not responsible for addressing any claims you have or of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation;

(e) You and Company acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Company and Apple, Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms;

(f) You and Company acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof; and

(g) Without limiting any other terms of these Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.

6. Disclaimers

6.1 WARRANTY DISCLAIMER. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, OR NON-INFRINGEMENT, AND MAY BE MODIFIED OR DISCONTINUED AT COMPANY’S SOLE DISCRETION.

6.2 AI DISCLAIMER. YOU ACKNOWLEDGE THAT THE SERVICE LEVERAGES ARTIFICIAL INTELLIGENCE FEATURES AND FUNCTIONS AND THAT ARTIFICIAL INTELLIGENCE IS A RAPIDLY EVOLVING FIELD. THE PROBABILISTIC NATURE OF ARTIFICIAL INTELLIGENCE MEANS THAT THE SERVICE MAY PRODUCE INACCURATE, INCOMPLETE, OR MISLEADING OUTPUTS, INCLUDING WITHOUT LIMITATION INFORMATION THAT MAY APPEAR PLAUSIBLE BUT IS FACTUALLY INCORRECT, AND AGENTS MAY TAKE ACTIONS YOU DID NOT INTEND. NO WARRANTIES ARE MADE BY COMPANY WITH RESPECT TO THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY OUTPUTS OR ANY AI FEATURES OR FUNCTIONS OF THE SERVICE. YOU ARE SOLELY RESPONSIBLE FOR THOROUGHLY REVIEWING, EVALUATING, AND INDEPENDENTLY VERIFYING ALL OUTPUTS AND CONFIRMING THEIR APPROPRIATENESS AND ACCURACY FOR YOUR INTENDED USE CASE BEFORE ANY USE OF OR RELIANCE UPON SUCH OUTPUTS.

6.3 THIRD-PARTY SERVICES; CONNECTED ACCOUNTS; DISCLOSURE OF OUTPUTS. WITHOUT LIMITING SECTION 1.4 (CONNECTED ACCOUNTS), COMPANY IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD COMPANY LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING ANY THIRD-PARTY MODEL PROVIDERS AND PROVIDERS OF INTEGRATIONS, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. YOU SHALL ENSURE THAT ANY THIRD PARTY TO WHOM YOU PROVIDE OR DISCLOSE OUTPUTS UNDERSTANDS THAT SUCH OUTPUTS ARE AI-GENERATED, ARE NOT THE ADVICE OR RECOMMENDATIONS OF COMPANY, AND ARE SUBJECT TO THE DISCLAIMERS SET FORTH IN THESE TERMS.

6.4 BETA FEATURES. FROM TIME TO TIME, COMPANY MAY OFFER “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT COMPANY’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

6.5 NO PROFESSIONAL ADVICE. THE SERVICE DOES NOT PROVIDE, AND SHALL NOT BE RELIED UPON FOR, LEGAL, FINANCIAL, INVESTMENT, MEDICAL, TAX, OR OTHER PROFESSIONAL ADVICE. ANY INFORMATION, OUTPUTS, OR ACTIONS PROVIDED BY OR THROUGH THE SERVICE, INCLUDING BY MACHINES, ARE FOR GENERAL INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE PROFESSIONAL ADVICE OF ANY KIND. YOU SHOULD CONSULT WITH QUALIFIED PROFESSIONALS BEFORE MAKING ANY DECISIONS OR TAKING ANY ACTIONS BASED ON OUTPUTS OR OTHER INFORMATION PROVIDED BY THE SERVICE.

6.6 NO FIDUCIARY DUTY OR AGENCY RELATIONSHIP. COMPANY DOES NOT OWE YOU ANY FIDUCIARY DUTY BY REASON OF YOUR USE OF THE SERVICE. NOTHING IN THESE TERMS, AND NO ASPECT OF YOUR USE OF THE SERVICE, SHALL BE CONSTRUED TO CREATE A LEGAL AGENCY, PARTNERSHIP, JOINT VENTURE, OR EMPLOYMENT RELATIONSHIP BETWEEN YOU AND COMPANY, OR BETWEEN COMPANY AND ANY THIRD PARTY WITH WHOM A MACHINE INTERACTS ON YOUR BEHALF. YOU REMAIN SOLELY RESPONSIBLE FOR ALL DECISIONS, ACTIONS, AND OUTCOMES RESULTING FROM YOUR USE OF THE SERVICE.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, AND LICENSORS (COLLECTIVELY, THE “Company Parties”) SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY PARTIES SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT ACTUALLY PAID TO COMPANY BY YOU DURING THE THREE (3)-MONTH PERIOD IMMEDIATELY PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (B) ONE HUNDRED DOLLARS ($100); OR (C) IF APPLICABLE, THE MINIMUM STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES.

8. Indemnification

You shall indemnify, defend, and hold the Company Parties harmless from and against any and all claims, demands, actions, suits, proceedings (including regulatory investigations, inquiries, and enforcement actions), losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs of investigation) arising out of or related to: (a) your use of or access to the Service, including the actions of Machines you run; (b) your breach of these Terms or any representation or warranty contained herein; (c) your violation of any applicable law, rule, regulation, or third-party right; or (d) your User Content.

9. Termination

These Terms are effective until terminated. Company may suspend or terminate your access to the Service immediately, without prior notice, if you breach any provision of these Terms, violate applicable law, or engage in conduct that Company reasonably determines may expose Company to liability or harm the Service or its users. Company may suspend or terminate your access without cause at any time, but if it does so during a paid subscription period, Company shall refund to you a pro-rata portion of any prepaid fees attributable to the unused remainder of such subscription period; no other refund, credit, or compensation shall be due. Upon termination for any reason, your license to use the Service immediately ceases, and Company shall delete User Content, Outputs, and personal information in accordance with Section 2.3. You acknowledge and agree that the Company Parties shall have no liability to you or any third party for any suspension or termination of your access to the Service, any deletion of your account, User Content, or Outputs, or any loss, cost, or damage arising from or related to any of the foregoing, except for Company’s obligation to provide the pro-rata refund described in this Section. Sections 2 (User Content; Outputs), 3 (Intellectual Property; License to the Service), 6 (Disclaimers), 7 (Limitation of Liability), 8 (Indemnification), 11 (Arbitration Agreement), 12 (Miscellaneous), and 13 (Contact) shall survive any termination or expiration of these Terms.

10. Procedure for Making Claims of Intellectual Property Rights Infringement

10.1 Policy. It is Company’s policy to terminate membership privileges of any user who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to Company by the respective intellectual property owner or their legal agent.

10.2 Notice Requirements. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes intellectual property rights infringement, please provide our designated intellectual property agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property right; (ii) a description of the copyrighted work, trademark, or other intellectual property right that you claim has been infringed; (iii) a description of the location on the Service of the material that you claim is infringing; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright, trademark, or other intellectual property right owner, its agent or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright, trademark, or other intellectual property right owner or authorized to act on the copyright, trademark, or other intellectual property right owner’s behalf.

10.3 Designated Agent. Contact information for Company’s designated agent for notice of claims of infringement is as follows:

Designated Copyright Agent

OpenEvidence Inc.

215 NW 24th St., Suite 300

Miami, Florida 33127

Phone: +1 888-388-1501

Email: contact@openevidence.com

11. Arbitration Agreement

11.1 Arbitration of Disputes; Jury Trial Waiver. Subject to the terms of this agreement to arbitrate (“Arbitration Agreement”), you and Company agree that all disputes or claims between you and Company that arise out of or relate in any way to your use of or access to the Service, or to these Terms, including prior versions of these Terms (each, a “Dispute”), will be resolved by binding arbitration. By entering into this Arbitration Agreement, ALL PARTIES ARE WAIVING THEIR RESPECTIVE RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. This Arbitration Agreement is intended to be broadly interpreted and includes, for example, Disputes brought under any legal theory or that arose before you first accepted any version of these Terms containing an arbitration provision. This Arbitration Agreement does not preclude any party from (1) bringing claims in small claims court if such claims qualify and remain in small claims court; or (2) seeking equitable relief in a court of appropriate jurisdiction for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).

11.2 Informal Dispute Resolution. Before initiating any proceeding according to the terms of this Arbitration Agreement, as a condition precedent to doing so, you and Company agree to try to first resolve Disputes informally by contacting the other party in writing (the “Notice of Dispute”). If the Dispute is not resolved within forty-five (45) days after submission of the Notice of Dispute, you or Company may commence arbitration or, in the limited circumstances described in the subsection above, an alternative legal proceeding. Any applicable statute of limitations and any filing fee deadlines shall be tolled while the parties engage in this informal Dispute resolution process. You and Company agree that any Dispute subject to arbitration under this Arbitration Agreement not resolved informally must be filed in arbitration within one (1) year after the cause of action accrues; otherwise, such cause of action is permanently barred.

11.3 Arbitration Procedures. The interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings initiated hereunder shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. The National Arbitration & Mediation (“NAM”) will administer the arbitration in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the “NAM Rules”) in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Supplemental Rules for Mass Arbitration Filings (both sets of rules are currently available at https://www.namadr.com/resources/rules-fees-forms/), and as modified by this Arbitration Agreement. All issues are for the arbitrator to decide, including issues related to the scope and enforceability of this Arbitration Agreement and the arbitrability of Disputes, except that only a court of competent jurisdiction may decide issues concerning the validity, enforceability, interpretation, and breach of the “No Class or Representative Actions” subsection below. The arbitration will be conducted in the county where you reside or Miami, Florida, unless the parties agree to another location or the batch arbitration process is triggered per the “Batch Arbitration” subsection below. The arbitrator shall issue a final, binding written award, which may be entered in any court having jurisdiction.

11.4 Confidentiality. To the fullest extent permitted by applicable law, all materials and documents exchanged during the arbitration will be kept confidential.

11.5 Arbitration Fees. The NAM Rules shall govern the payment of arbitration fees. The parties shall bear their own attorneys’ fees and costs unless the arbitrator finds that the Dispute was frivolous and/or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

11.6 No Class or Representative Actions. You and Company agree that, by entering into this Arbitration Agreement, ALL PARTIES MAY EACH BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. The arbitrator may award declaratory or 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. If a final decision, not subject to any further appeal or recourse, determines that this Arbitration Agreement is invalid or unenforceable as to any particular claim or request for relief (such as a request for public injunctive relief), you and Company agree that only that particular claim or request for relief shall be severed from the arbitration and may be litigated in the state or federal courts located in Miami-Dade County, Florida.

11.7 Batch Arbitration. Notwithstanding the “No Class or Representative Actions” subsection above, to increase the efficiency of administration and resolution of arbitrations, you and Company agree that, in the event there are ten (10) or more individual requests for arbitration of a substantially similar nature (i.e., requests that arise out of or relate to the same or similar facts and raise the same or similar legal issues and requests for relief) filed against Company by or with the assistance of the same law firm, group of law firms, or organizations, within a ninety (90) day period, NAM shall (1) administer the arbitration demands in batches of one hundred (100) requests per batch (or, if between ten (10) and ninety-nine (99) individual requests are filed, a single batch of all those requests, and, to the extent there are fewer than one hundred (100) requests remaining after the batching described above, a final batch consisting of the remaining requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). If there is any dispute about the applicability of these Batch Arbitration procedures, NAM shall appoint a single administrative arbitrator to determine the applicability of the Batch Arbitration process. The administrative arbitrator’s fees shall be paid by Company.

11.8 30-Day Right to Opt Out. You have the right to opt out of this Arbitration Agreement. If you do not wish to be bound by this Arbitration Agreement, you must send written notice to Company within thirty (30) days of first accepting any version of these Terms containing an Arbitration Agreement. You must send this notice to support@coda.ai or OpenEvidence Inc., 215 NW 24th St., Suite 300, Miami, Florida 33127, and must include: (1) your name and address; (2) the email address you used to set up your account (if you have one); and (3) an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements you may currently have, or may enter in the future, with Company.

11.9 Changes to the Arbitration Agreement. The parties agree that Company retains the right to make changes to this Arbitration Agreement in the future. You may reject any such change by notifying Company within thirty (30) days of that change at support@coda.ai or OpenEvidence Inc., 215 NW 24th St., Suite 300, Miami, Florida 33127. Unless you reject the change within thirty (30) days, your continued use of the Service constitutes your acceptance of the change. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you did not previously properly opt out per the requirements in the “30-Day Right to Opt Out” subsection above. By rejecting a future change, you remain bound to arbitrate any Dispute in accordance with the terms of this Arbitration Agreement, as modified by any changes to the Arbitration Agreement you did not reject. Company will continue to honor any valid opt outs to the Arbitration Agreement, and you do not need to submit a rejection of future changes to this Arbitration Agreement if you properly opted out per the requirements in the “30-Day Right to Opt Out” subsection above.

12. Miscellaneous

These Terms are governed by the laws of the State of Florida without regard to conflict-of-laws principles. If any provision of these Terms or any portion of any provision is found to be invalid or unenforceable, all other provisions and portions of such provisions shall remain in full force and effect. You may not assign or transfer these Terms without Company’s prior written consent. These Terms constitute the entire agreement between you and Company with respect to the Service and supersede all prior agreements and understandings. Company’s failure to enforce any provision shall not constitute a waiver thereof.

13. Contact

Questions about these Terms can be sent to support@coda.ai or OpenEvidence Inc., 215 NW 24th St., Suite 300, Miami, Florida 33127.