Master Service Agreement

1. Overview

This Master Service Agreement (this "Agreement") is entered into between OneAuris, Inc., a Delaware corporation ("OneAuris," "Company," "we," or "us"), and the entity or law firm accepting these terms ("Client," "you," or "your"). This Agreement governs Client’s purchase of and access to the Auris platform.

By clicking "I Accept," creating an account, executing an Order Form that references this Agreement, or accessing or using the Services, you (a) represent that you are authorized to bind the Client entity to this Agreement, (b) represent that Client is a law firm, legal department, or legal services organization purchasing the Services for professional use and not as a consumer, and (c) agree to be bound by this Agreement and the Data Processing Agreement, which is incorporated by reference. If you do not agree, do not access or use the Services.

2. Definitions

"Services" means the Auris software-as-a-service platform made available by OneAuris at app.oneauris.com, including AI-assisted first-pass document classification for discovery workflows, related exports, dashboards, and documentation, together with any support services described in an Order Form.

"Order Form" means the online checkout page, ordering document, or pilot agreement specifying the subscription plan, fees, and term, entered into between Client and OneAuris and referencing this Agreement.

"Client Data" means all documents, files, metadata, matter information, and other data uploaded to or submitted through the Services by or on behalf of Client, including data belonging to Client’s own clients.

"AI Output" means machine-generated classifications, confidence scores, tags, summaries, privilege log entries, and similar first-pass work product produced by the Services from Client Data.

"Authorized Users" means Client’s attorneys, paralegals, and staff whom Client permits to access the Services under Client’s account.

"Documentation" means OneAuris’s then-current user guides and technical documentation for the Services.

3. The Services; Access Grant

2.1 Access. Subject to Client’s compliance with this Agreement and payment of all applicable fees, OneAuris grants Client a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services, solely for Client’s internal legal-practice purposes and in accordance with the Documentation.

2.2 Nature of the Services. The Services provide automated, first-pass organizational assistance for document review, including preliminary relevance and privilege flagging. AI Output constitutes preliminary, paralegal-level observations intended to assist and accelerate — not replace — review by licensed attorneys. AI Output is not, and shall not be construed as, legal advice, a legal conclusion, a legal opinion, or a determination of privilege, responsiveness, or discoverability.

2.3 Attorney Supervision Required. Client acknowledges and agrees that (a) a licensed attorney must review, validate, and approve all AI Output before it is relied upon, produced, withheld, logged, or otherwise used in any legal proceeding or client matter; (b) all final determinations regarding privilege, work product, relevance, responsiveness, confidentiality, and production remain the sole responsibility of Client and its attorneys; and (c) Client remains solely responsible for compliance with all applicable rules of professional conduct, discovery obligations, court orders, and protective orders.

2.4 Human Override and Audit Trail. The Services include attorney override functionality and an audit trail of classification and review actions. Client is responsible for using these features consistent with its professional obligations.

2.5 Modifications. OneAuris may modify the Services from time to time, provided such modifications do not materially degrade the core functionality of the Services during a paid Subscription Term.

4. Orders, Fees, and Payment

3.1 Fees. Client shall pay the subscription fees stated in the applicable Order Form or online checkout page. Except as expressly stated in an Order Form, fees are exclusive of taxes, are stated in U.S. dollars, and are non-cancelable and non-refundable once the applicable billing period begins.

3.2 Billing. Subscription fees are billed in advance on a monthly basis (or as otherwise stated in the Order Form) to the payment method on file. Client authorizes OneAuris and its payment processor to charge such payment method for all fees due.

3.3 Late Payment. Amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. OneAuris may suspend access to the Services upon fifteen (15) days’ notice of non-payment until all past-due amounts are paid.

3.4 Taxes. Client is responsible for all sales, use, and similar taxes arising from its purchase of the Services, excluding taxes on OneAuris’s net income.

3.5 Price Changes. OneAuris may change subscription pricing effective upon renewal of the then-current Subscription Term, with at least thirty (30) days’ prior notice.

5. Client Responsibilities; Acceptable Use

4.1 Accounts. Client is responsible for the acts and omissions of its Authorized Users, for maintaining the confidentiality of account credentials, and for all activity occurring under its account. Client shall promptly notify OneAuris of any unauthorized access.

4.2 Client Data Rights. Client represents and warrants that it has all rights, consents, and authority necessary to upload Client Data to the Services and to authorize the processing described in this Agreement and the Data Processing Agreement, including any consents or authority required under applicable rules of professional conduct, protective orders, or agreements with Client’s own clients.

4.3 Restrictions. Client shall not, and shall not permit any person to: (a) reverse engineer, decompile, or attempt to derive the source code, models, prompts, or classification logic of the Services; (b) resell, sublicense, or provide the Services to third parties as a service bureau; (c) use the Services to develop a competing product; (d) circumvent usage limits or security controls; (e) upload malicious code; (f) use the Services in violation of applicable law, court order, or professional-responsibility rules; or (g) use AI Output to make automated legal determinations without attorney review.

4.4 Protected Health Information. Client shall not upload protected health information subject to HIPAA unless and until a Business Associate Agreement has been executed between the parties as described in the Data Processing Agreement.

4.5 Benchmarks. Client shall not publicly disclose performance or accuracy benchmarks of the Services without OneAuris’s prior written consent.

6. Client Data; AI Processing

5.1 Ownership. As between the parties, Client owns all right, title, and interest in and to Client Data and, to the extent it constitutes work product of Client’s matters, the AI Output generated from Client Data. OneAuris acquires no rights in Client Data except the limited license below.

5.2 License to Process. Client grants OneAuris a limited, non-exclusive license to host, copy, transmit, and process Client Data solely (a) to provide, secure, and support the Services; (b) to comply with law; and (c) as otherwise instructed by Client in writing.

5.3 No Training on Client Data. OneAuris does not use Client Data or AI Output to train, fine-tune, or improve any artificial-intelligence or machine-learning models, whether its own or a third party’s. Model inference is performed through infrastructure configured for zero data retention by the model provider, as further described in the Data Processing Agreement.

5.4 Data Processing Agreement. The OneAuris Data Processing Agreement ("DPA") is incorporated into and forms part of this Agreement. In the event of a conflict between this Agreement and the DPA with respect to the processing of personal information, the DPA controls.

5.5 Usage Data. OneAuris may collect and use aggregated, de-identified technical and usage data (which does not include Client Data or identify Client, its personnel, or its clients) to operate, secure, and improve the Services.

7. Confidentiality

6.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential, including Client Data, AI Output, pricing, security information, and the non-public features of the Services.

6.2 Obligations. The receiving party shall (a) use Confidential Information only to perform under this Agreement, (b) protect it with at least the same degree of care it uses for its own confidential information and no less than reasonable care, and (c) not disclose it except to employees, contractors, and advisors bound by confidentiality obligations at least as protective as this Section. These obligations survive termination for five (5) years; obligations with respect to Client Data and trade secrets survive indefinitely.

6.3 Compelled Disclosure. If compelled by law to disclose Confidential Information, the receiving party shall (to the extent legally permitted) provide prompt notice and reasonable assistance so the disclosing party may seek protective treatment.

6.4 Privilege. The parties do not intend for the use of the Services, or any transmission of Client Data to OneAuris, to waive attorney-client privilege, work-product protection, or any other applicable privilege or protection, and OneAuris shall treat all Client Data as presumptively privileged and confidential.

8. Intellectual Property

7.1 OneAuris IP. OneAuris and its licensors retain all right, title, and interest in and to the Services, the underlying software, models, prompts, classification pipelines, Documentation, and all improvements and derivatives thereof, including all intellectual-property rights therein (which include rights covered by pending patent applications). No rights are granted except as expressly set forth in this Agreement.

7.2 Feedback. If Client provides suggestions or feedback regarding the Services, OneAuris may use such feedback without restriction or obligation.

9. Warranties; Disclaimers

8.1 Mutual. Each party represents that it has the legal power and authority to enter into this Agreement.

8.2 OneAuris Warranty. OneAuris warrants that during the Subscription Term the Services will perform materially in accordance with the Documentation and that OneAuris will use commercially reasonable industry-standard measures to protect the security of Client Data. Client’s exclusive remedy for breach of this warranty is re-performance of the deficient Services or, if OneAuris cannot cure within thirty (30) days, termination of the affected Order Form and a pro-rata refund of prepaid, unused fees.

8.3 AI DISCLAIMER. CLIENT ACKNOWLEDGES THAT THE SERVICES USE PROBABILISTIC ARTIFICIAL-INTELLIGENCE TECHNOLOGY. ONEAURIS DOES NOT WARRANT, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION REGARDING, THE ACCURACY, COMPLETENESS, RELIABILITY, OR CORRECTNESS OF ANY AI OUTPUT, INCLUDING ANY RELEVANCE OR PRIVILEGE CLASSIFICATION. AI OUTPUT MAY CONTAIN ERRORS, OMISSIONS, FALSE POSITIVES, AND FALSE NEGATIVES. AI OUTPUT IS PRELIMINARY WORK PRODUCT FOR ATTORNEY REVIEW ONLY AND IS NOT LEGAL ADVICE. CLIENT ASSUMES FULL RESPONSIBILITY FOR ALL USE OF AI OUTPUT AND FOR ALL FINAL PRIVILEGE, RESPONSIVENESS, AND PRODUCTION DETERMINATIONS.

8.4 GENERAL DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 8, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND ONEAURIS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

8.5 No Legal Services. OneAuris is a software provider. OneAuris is not a law firm, does not practice law, and does not provide legal advice or legal services. No attorney-client relationship is created between OneAuris and Client or between OneAuris and Client’s clients.

10. Indemnification

9.1 By OneAuris. OneAuris shall defend Client against any third-party claim alleging that the Services, as provided by OneAuris and used in accordance with this Agreement, infringe a U.S. patent, copyright, or trademark, or misappropriate a trade secret, and shall indemnify Client for damages finally awarded or amounts agreed in settlement. If such a claim arises, OneAuris may procure the right for Client to continue using the Services, modify the Services to be non-infringing, or terminate the affected subscription with a pro-rata refund of prepaid, unused fees. This Section states OneAuris’s entire liability for infringement claims. OneAuris has no obligation for claims arising from Client Data, combination with items not provided by OneAuris, or use in violation of this Agreement.

9.2 By Client. Client shall defend OneAuris against any third-party claim arising from (a) Client Data, including any claim that Client lacked the rights or consents required under Section 4.2; (b) Client’s or its Authorized Users’ use of the Services or AI Output in violation of this Agreement, applicable law, or professional-responsibility rules; or (c) any legal-malpractice, discovery-sanction, or similar claim by Client’s own clients or adverse parties relating to Client’s privilege, responsiveness, or production decisions, and shall indemnify OneAuris for damages finally awarded or amounts agreed in settlement.

9.3 Procedure. The indemnified party shall provide prompt notice, sole control of the defense to the indemnifying party (provided any settlement imposing obligations on the indemnified party requires its consent), and reasonable cooperation at the indemnifying party’s expense.

11. Limitation of Liability

10.1 EXCLUSION. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR LOSS OF GOODWILL, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, ONEAURIS SHALL NOT BE LIABLE FOR ANY DAMAGES, SANCTIONS, ADVERSE RULINGS, WAIVER OF PRIVILEGE, OR MALPRACTICE CLAIMS ARISING FROM CLIENT’S RELIANCE ON AI OUTPUT WITHOUT ATTORNEY REVIEW OR FROM CLIENT’S PRIVILEGE, RESPONSIVENESS, OR PRODUCTION DETERMINATIONS.

10.2 CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO ONEAURIS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 Exceptions. The limitations in this Section do not apply to (a) Client’s payment obligations, (b) a party’s indemnification obligations, (c) a party’s breach of the Confidentiality section, or (d) a party’s gross negligence, fraud, or willful misconduct.

10.4 Basis of the Bargain. The parties acknowledge that the fees reflect the allocation of risk in this Section and that OneAuris would not provide the Services on these economic terms without these limitations.

12. Term; Termination

11.1 Term. This Agreement begins on the date Client first accepts it and continues until all Order Forms have expired or been terminated. Each subscription runs for the initial term stated in the Order Form (the "Subscription Term") and renews automatically for successive periods of the same length unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term.

11.2 Termination for Cause. Either party may terminate this Agreement or any Order Form if the other party materially breaches and fails to cure within thirty (30) days of written notice, or immediately upon the other party’s insolvency, assignment for the benefit of creditors, or bankruptcy proceeding not dismissed within sixty (60) days.

11.3 Effect of Termination. Upon termination or expiration, Client’s access to the Services ceases. For thirty (30) days following termination, OneAuris will make Client Data and AI Output available for export in industry-standard formats upon written request. Thereafter, OneAuris will delete Client Data as described in the DPA, except as retention is required by law.

11.4 Survival. Sections covering Definitions, Restrictions, Client Data Ownership, Confidentiality, Intellectual Property, the AI Disclaimer through No Legal Services, Indemnification, Limitation of Liability, Effect of Termination, Survival, and General provisions survive termination.

13. General

12.1 Governing Law; Venue. This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute arising out of this Agreement, and each party waives any objection to venue in such courts. Each party waives its right to a jury trial.

12.2 Notices. Legal notices to OneAuris must be sent to legal@oneauris.com and are effective upon confirmed receipt. Notices to Client may be sent to the email address associated with Client’s account and are effective when sent.

12.3 Assignment. Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign it in connection with a merger, acquisition, or sale of substantially all assets, upon notice.

12.4 Force Majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control.

12.5 Independent Contractors; No Third-Party Beneficiaries. The parties are independent contractors. This Agreement does not create any third-party beneficiary rights, including in Client’s own clients.

12.6 Amendments. OneAuris may update this Agreement from time to time by posting a revised version and updating the "Last Updated" date. Material changes take effect upon renewal of the then-current Subscription Term or thirty (30) days after notice, whichever is later. Continued use of the Services after the effective date constitutes acceptance.

12.7 Entire Agreement; Order of Precedence. This Agreement, together with the DPA, all Order Forms, and any executed Business Associate Agreement, constitutes the entire agreement between the parties regarding the Services and supersedes all prior agreements and understandings. In the event of conflict: (1) an executed Business Associate Agreement (for PHI), (2) the DPA (for personal-information processing), (3) an Order Form, then (4) this Agreement. Terms in any Client purchase order or vendor form are void.

12.8 Severability; Waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will remain in effect. Failure to enforce a provision is not a waiver.

12.9 Electronic Acceptance. This Agreement may be accepted electronically, and electronic acceptance has the same force and effect as a handwritten signature under the U.S. ESIGN Act and applicable state law.

14. Acceptance

Acceptance. By clicking "I Accept" or otherwise indicating assent during checkout or account creation, the individual accepting this Agreement represents that they are duly authorized to bind Client, and Client agrees to be bound by this Master Service Agreement and the incorporated Data Processing Agreement.