These Terms of Use (these “Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and Ordernize Inc., a Florida C corporation (“Ordernize,” “we,” “us,” or “our”), governing your access to and use of the Ordernize platform, an AI-powered document intelligence platform designed to assist licensed professionals and their authorized staff, including, without limitation, attorneys, certified public accountants, forensic accountants, financial planners, and other similarly credentialed professionals, in connection with their professional services, including, without limitation, litigation and e-discovery, forensic accounting, financial planning, document drafting, and related professional engagements. By accessing or using the Platform (as defined below), you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must immediately cease all use of the Platform.
Ordernize is not a law firm, accounting firm, financial advisory firm, or any other licensed professional services provider. The Platform does not provide legal, tax, accounting, financial, or other professional advice, and nothing in these Terms or on the Platform creates an attorney-client, accountant-client, fiduciary, or any other professional-client relationship between Ordernize and any User or any User’s client.
1. ACCEPTANCE OF TERMS
1.1 Agreement to Terms.
By creating an account, accessing, or using any aspect of the Platform or Services, you represent and warrant that you have read, understood, and agree to be bound by these Terms, including all policies and guidelines incorporated herein by reference. These Terms take effect on the earlier of the date you first access the Platform or the date you create an account.
1.2 Authority to Bind.
If you are accessing or using the Platform on behalf of a law firm, accounting firm, financial advisory firm, professional services firm, legal entity, or other organization, you represent and warrant that you are at least eighteen (18) years of age and have the legal authority to bind such entity to these Terms. In such case, “you” and “your” shall refer to such entity.
1.3 Modifications and Continued Use.
Your continued use of the Platform following the posting of revised Terms constitutes your acceptance of such revised Terms. If you do not agree to the revised Terms, you must discontinue your use of the Platform immediately. See Section 18 for additional details regarding modifications.
2. DEFINITIONS
As used in these Terms, the following terms shall have the meanings set forth below:
“Authorized User” means any individual who is granted access to the Platform by a User, including paralegals, legal assistants, accounting staff, bookkeepers, financial planning associates, analysts, and other professional services staff operating under the direct supervision of a licensed professional who maintains an active account.
“AI Outputs” means any data, documents, reports, classifications, extractions, analyses, workbooks, or other outputs generated by the Platform’s artificial intelligence systems, including but not limited to document classifications, structured data extractions, Initial Omnibus Discovery (“IOD”) Excel workbooks, gap analysis reports, and Bates-numbered organized document folders.
“Case Data” means all documents, files, information, and data uploaded to or processed through the Platform in connection with a specific professional engagement (whether legal, accounting, forensic, financial, or otherwise), including but not limited to bank statements, tax returns, court filings, brokerage records, credit card statements, real estate documents, insurance records, and income documentation.
“Confidential Information” means all non-public information disclosed by either party to the other in connection with these Terms or the Services, including but not limited to Case Data, User Content, AI Outputs, trade secrets, business plans, pricing, technical specifications, and any information designated as confidential.
“Platform” means the Ordernize web application accessible at app.ordernize.com and ordernize.com, including all features, functionalities, interfaces, APIs, and associated infrastructure.
“Services” means the document intelligence, AI-powered classification, data extraction, draft output generation, document review, entity management, and related services provided through the Platform.
“User” means any licensed professional in good standing with their applicable licensing or regulatory body, including (without limitation) attorneys admitted to practice in at least one United States jurisdiction, certified public accountants, forensic accountants, and certified financial planners or other licensed financial advisors, or any Authorized User operating under the direct supervision of such a licensed professional, who creates an account on and uses the Platform.
“User Content” means any content, data, documents, or materials uploaded, submitted, or transmitted by a User through the Platform, including Case Data and any annotations, notes, or modifications made by the User.
3. ELIGIBILITY
3.1 Licensed Professionals.
The Platform is restricted to licensed professionals, including (without limitation): (a) attorneys admitted to practice law in at least one jurisdiction of the United States and in good standing with all applicable bar associations; (b) certified public accountants and forensic accountants in good standing with their applicable state board of accountancy; (c) certified financial planners and other licensed financial advisors in good standing with their applicable licensing or regulatory body; and (d) other similarly credentialed professionals in good standing with their applicable licensing authority.
3.2 Authorized Staff.
Paralegals, legal assistants, accounting and bookkeeping staff, financial planning associates, analysts, and other professional services staff (each, an “Authorized User”) may use the Platform solely under the direct supervision of a licensed professional who maintains an active account and accepts full responsibility for all activities conducted by such Authorized Users.
3.3 Not Open to the General Public.
The Platform is not intended for, and shall not be used by, the general public, pro se litigants, unrepresented parties, or any individual or entity that does not meet the eligibility requirements set forth in this Section 3. Ordernize reserves the right to verify the professional credentials of any User and to suspend or terminate any account that does not comply with these eligibility requirements.
3.4 Age Requirement.
You must be at least eighteen (18) years of age to use the Platform.
4. DESCRIPTION OF SERVICES
4.1 Platform Overview.
Ordernize provides an AI-powered document intelligence platform designed to assist licensed professionals and their Authorized Users in connection with their professional engagements, including, without limitation, litigation and e-discovery, forensic accounting, financial planning, and document drafting and review. The Services include, but are not limited to:
(a) Automated document classification into multiple document categories, including bank statements, tax returns, court filings, brokerage records, credit card statements, real estate documents, insurance records, and income documentation;
(b) Structured data extraction, including identification of financial institutions, account numbers, date ranges, and account balances;
(c) Generation of draft outputs intended for review, validation, and modification by the supervising professional, including Initial Omnibus Discovery (“IOD”) Excel workbooks, gap analysis reports, and Bates-numbered organized document folders;
(d) Document review and analysis tools; and
(e) Entity and case management functionality.
4.2 Tools, Not Legal Advice.
THE SERVICES ARE TOOLS DESIGNED TO ASSIST USERS IN THEIR ROLE AS LICENSED PROFESSIONALS AND ARE NOT A SUBSTITUTE FOR THE INDEPENDENT PROFESSIONAL JUDGMENT OF THE USER. ORDERNIZE IS NOT A LAW FIRM, ACCOUNTING FIRM, OR FINANCIAL ADVISORY FIRM, DOES NOT PROVIDE LEGAL, TAX, ACCOUNTING, OR FINANCIAL ADVICE, AND DOES NOT ENGAGE IN THE PRACTICE OF LAW, ACCOUNTANCY, OR FINANCIAL ADVISORY SERVICES. THE User, in their role as a licensed professional (or, where applicable, the supervising licensed professional for an Authorized User), bears sole responsibility for reviewing, verifying, and exercising independent professional judgment regarding all AI Outputs and any documents generated through the Platform before filing, submission, delivery to a client, or reliance thereon.
4.3 Service Availability.
Ordernize will use commercially reasonable efforts to make the Platform available, but does not guarantee uninterrupted or error-free access. The Platform may be subject to scheduled maintenance, updates, and modifications. Ordernize reserves the right to modify, suspend, or discontinue any aspect of the Services at any time with reasonable notice to Users.
4.4 Separate Agreements.
Additional or varying terms may apply to your access to and use of the Platform pursuant to a separately executed license, subscription, order form, statement of work, master services agreement, or other written agreement between Ordernize and you (or the entity on whose behalf you access the Platform) (each, a “Separate Agreement”). In the event of any conflict between these Terms and a Separate Agreement, the terms of the Separate Agreement shall control with respect to the subject matter expressly addressed therein.
5. ACCOUNT REGISTRATION AND SECURITY
5.1 Registration.
To access the Platform, you must create an account by registering with a valid email address and password or by authenticating through an industry-standard authentication provider, including single sign-on (SSO) and OAuth-based identity providers made available by Ordernize from time to time. You agree to provide accurate, current, and complete information during the registration process and to update such information as necessary.
5.2 Account Security.
You are solely responsible for maintaining the confidentiality of your account credentials, including your password and any authentication tokens. You agree to:
(a) Implement reasonable security measures to protect your login credentials;
(b) Immediately notify Ordernize at info@ordernize.com of any unauthorized access to or use of your account;
(c) Not share your account credentials with any unauthorized individual; and
(d) Accept full responsibility for all activities that occur under your account.
5.3 Individual Accounts; Firm and Administrator Roles.
Each individual User shall maintain only one (1) account, and credential sharing across firms, organizations, or unaffiliated individuals is strictly prohibited. The Platform may support firm-level (organizational) accounts and administrator roles, pursuant to which a designated administrator may, on behalf of a firm or other organization: (a) invite, provision, and de-provision Authorized Users; (b) configure roles, access levels, and permissions for Authorized Users; (c) manage matter and case access; and (d) consent to billing arrangements and Separate Agreements applicable to the firm. The firm or organization, acting through its administrator(s), is responsible for ensuring that all Authorized Users associated with its account comply with these Terms and any applicable Separate Agreement, and is jointly and severally liable for the acts and omissions of its Authorized Users.
5.4 Account Suspension.
Ordernize reserves the right to suspend or terminate any account at any time if it reasonably believes that the account is being used in violation of these Terms, applicable law, or professional rules of conduct.
6. ACCEPTABLE USE POLICY
6.1 Permitted Use.
You may use the Platform solely for lawful purposes directly related to the Services as intended, including (without limitation) AI-assisted e-discovery, forensic and financial analysis, document organization, classification, extraction, and drafting, and other professional engagements in which the User serves in their role as a licensed professional or as an Authorized User under the supervision of a licensed professional.
6.2 Prohibited Conduct.
You shall not, and shall not permit any Authorized User to:
(a) Upload, submit, or process fabricated, fraudulent, falsified, or intentionally misleading documents through the Platform;
(b) Use AI Outputs as final work product without independent review, verification, and approval by a licensed professional acting in their professional capacity;
(c) Share account credentials with any unauthorized person or allow any unauthorized person to access the Platform through your account;
(d) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying architecture of the Platform or any AI models used therein;
(e) Attempt to extract, copy, scrape, or re-train any AI or machine learning models used by the Platform, or use AI Outputs to train competing models;
(f) Use the Platform for any purpose other than the licensed professional engagements expressly contemplated by these Terms or such other use cases as Ordernize may expressly authorize;
(g) Upload, transmit, or introduce any virus, malware, Trojan horse, worm, or other malicious code or harmful technology to the Platform;
(h) Circumvent, disable, or otherwise interfere with any security features, access controls, or technical limitations of the Platform;
(i) Use the Platform in any manner that violates applicable federal, state, or local law, or any applicable rules of professional conduct;
(j) Impersonate any person or entity, or falsely represent your affiliation with any person or entity; or
(k) Use the Platform to engage in any activity that could harm, disrupt, or place an unreasonable burden on the Platform’s infrastructure or services.
6.3 Enforcement.
Ordernize reserves the right to investigate and take appropriate action against any User who violates this Acceptable Use Policy, including suspension or termination of access, removal of content, and reporting to law enforcement or bar disciplinary authorities where appropriate.
7. AI-GENERATED OUTPUTS AND DISCLAIMERS
7.1 Nature of AI Outputs.
AI Outputs generated by the Platform are probabilistic in nature and are produced by artificial intelligence and machine learning systems. While Ordernize strives for accuracy, AI Outputs may contain errors, omissions, inaccuracies, or incomplete information. AI Outputs are provided as draft, preliminary work product designed to assist—not replace—the independent professional judgment of a licensed professional.
7.2 No Guarantee of Accuracy.
ORDERNIZE DOES NOT WARRANT, GUARANTEE, OR REPRESENT THAT AI OUTPUTS ARE ACCURATE, COMPLETE, ERROR-FREE, OR SUFFICIENT FOR ANY PARTICULAR LEGAL, ACCOUNTING, FINANCIAL, OR OTHER PROFESSIONAL PURPOSE. AI-powered document classification, data extraction, and output generation are inherently subject to the limitations of current artificial intelligence technology.
7.3 Professional Responsibility.
The User, in their role as a licensed professional (or, with respect to Authorized Users, the supervising licensed professional), bears sole and exclusive responsibility for:
(a) Reviewing all AI Outputs for accuracy, completeness, and professional sufficiency before any use, filing, submission, delivery to a client, or reliance thereon;
(b) Exercising independent professional judgment regarding the substance and reliability of all AI Outputs;
(c) Editing, correcting, or supplementing AI Outputs as necessary to meet all applicable legal, regulatory, professional, and (where relevant) court or tribunal requirements; and
(d) Ensuring compliance with all applicable rules of professional conduct, ethical obligations, and licensing requirements, including (without limitation) the duty of competence (e.g., ABA Model Rule 1.1 for attorneys, the AICPA Code of Professional Conduct for CPAs, and analogous standards for other licensed professionals) and the evolving duty of technology competence recognized in many jurisdictions.
7.4 AI Outputs Are Not Legal, Tax, Accounting, or Financial Advice.
AI Outputs do not constitute legal, tax, accounting, financial, or other professional advice, opinions, or recommendations. No attorney-client, accountant-client, fiduciary, or other professional-client relationship exists between Ordernize and any User or any User’s client.
7.5 Confidence Scoring.
Where the Platform provides confidence scores, probability indicators, or similar metrics associated with AI Outputs, such scores represent the AI system’s statistical assessment and do not constitute a representation or warranty of accuracy. Users should exercise heightened scrutiny of outputs with lower confidence scores.
8. PROFESSIONAL PRIVILEGE AND CONFIDENTIALITY
8.1 Privilege Preservation.
The use of the Platform is designed and intended not to waive, diminish, or otherwise affect any applicable legal or professional privilege or protection, including (without limitation) the attorney-client privilege, the attorney work product doctrine, the accountant-client privilege (in jurisdictions that recognize it), the federally authorized tax practitioner privilege under 26 U.S.C. § 7525, fiduciary duties of confidentiality, and any other applicable professional confidentiality protections. Ordernize processes Case Data and User Content solely as a service provider acting on behalf of, and under the direction and supervision of, the User in their role as a licensed professional (or, where applicable, the supervising licensed professional for an Authorized User), and not for Ordernize’s own purposes.
8.2 Technology as a Tool Under Professional Supervision.
The Platform’s AI processing capabilities, including the use of third-party AI services are treated as technological tools operating under the supervision and control of the User in their role as a licensed professional, analogous to other professional technology tools such as e-discovery platforms, document management systems, accounting and bookkeeping software, financial planning applications, and legal or tax research databases.
8.3 AI Sub-Processor Data Handling.
Ordernize maintains zero-data-retention agreements with its AI sub-processors, meaning that Case Data and User Content transmitted to AI sub-processors for processing are not retained, stored, or used for model training by such sub-processors after processing is complete.
8.4 Case-Level Isolation.
The Platform implements case-level data isolation to ensure that Case Data from one engagement is logically segregated from Case Data of other engagements, including engagements handled by the same User, firm, or organization.
9. PROFESSIONAL RESPONSIBILITY
9.1 Ordernize Is a Tool, Not a Licensed Professional.
Ordernize is a technology platform, not a law firm or attorney. The Platform does not engage in the practice of law and does not provide legal advice, legal opinions, or legal representation.
9.2 User’s Independent Professional Duties.
Each User, in their role as a licensed professional (or, with respect to Authorized Users, the supervising licensed professional), bears sole responsibility for:
(a) All filings, submissions, work product, deliverables, reports, returns, opinions, and other documents prepared using or incorporating AI Outputs;
(b) All communications with clients regarding the engagements for which the Platform is used;
(c) All professional judgments, strategy decisions, opinions, and determinations (including, where applicable, legal, accounting, tax, and financial determinations);
(d) Compliance with all applicable confidentiality obligations (including, for attorneys, ABA Model Rule 1.6 and applicable state analogues; for CPAs, AICPA Code of Professional Conduct § 1.700; and analogous obligations of other licensed professionals) and the independent duty to safeguard client information when using any technology tool; and
(e) Compliance with all applicable professional guidance regarding the duty to make reasonable efforts to prevent unauthorized access to client information when using technology, including (without limitation) ABA Formal Opinion 477R for attorneys, IRS Publication 4557 and similar IRS guidance for tax practitioners, AICPA SSARS and SAS standards as applicable for CPAs, and analogous guidance issued by other licensing or regulatory bodies.
9.3 Supervision of Authorized Users.
Where a licensed professional grants Platform access to paralegals, legal assistants, accounting or bookkeeping staff, financial planning associates, analysts, or other Authorized Users, the supervising licensed professional remains fully responsible for supervising such individuals’ use of the Platform and ensuring compliance with these Terms and all applicable rules of professional conduct (including, for attorneys, ABA Model Rules 5.1 and 5.3 and analogous standards for other licensed professionals).
10. USER CONTENT AND DATA OWNERSHIP
10.1 Ownership.
As between you and Ordernize, you own and shall retain all right, title, and interest in and to your User Content, meaning the documents, files, case materials, and other information uploaded to, submitted through, or generated by you or your Authorized Users in the Platform (collectively, “User IP”). User IP does not include, and you acquire no right, title, or interest in or to: (i) the Platform, the Services, or any Ordernize intellectual property; (ii) any algorithms, models, data structures, architectures, user interfaces, source code, object code, or APIs comprising or used by the Platform; or (iii) any improvements, modifications, enhancements, derivative works, updates, analytics, insights, de-identified data, aggregated data, model weights, or learnings developed, generated, or derived by Ordernize in connection with providing the Services, all of which shall be and remain the sole and exclusive property of Ordernize.
10.2 Limited License to Ordernize.
You hereby grant Ordernize a non-exclusive, worldwide, royalty-free license to access, use, host, copy, process, transmit, store, and display User Content as necessary to: (a) provide, operate, maintain, support, and improve the Platform and the Services for you and your Authorized Users; (b) perform Ordernize’s obligations and exercise its rights under these Terms and any Separate Agreement; (c) prevent or address technical, security, or fraud issues; and (d) comply with applicable law or legal process.
10.3 No Use for Model Training.
Ordernize will not use User Content or Case Data, in identifiable form, to train, fine-tune, adapt, or otherwise improve any AI or machine learning model, whether its own or that of any third party. Ordernize represents and warrants that: (i) the Platform uses a Closed AI System; (ii) each User’s Case Data is logically segregated within the Platform and isolated from that of other Users; and (iii) Ordernize will not use Case Data, in identifiable form, to train, fine-tune, adapt, or otherwise improve any AI model. Notwithstanding the foregoing, Ordernize may collect and use aggregated anonymized data derived from your use of the Platform (“Usage Data”) for purposes of improving the Platform, developing new features, generating analytics, and for other lawful business purposes, without reference to or use of any individual’s personally identifiable information (PII). Ordernize represents and warrants that it shall not collect, use, or otherwise retain PII contained in User Content or Case Data for any purpose other than as expressly permitted herein.
10.4 Data Export and Deletion.
You may export and delete your User Content and Case Data at any time through the data export and deletion functionality available within the Platform. Upon your submission of a deletion request through the Platform, Ordernize will automatically delete (or initiate the deletion of) the applicable User Content and Case Data from its production systems, subject to (a) reasonable propagation time across backup, cache, and disaster-recovery systems, and (b) any legal, regulatory, operational, or professional obligation to retain certain records. Upon termination or expiration of your account, Ordernize shall, upon your written request made within thirty (30) days of termination, make User Content and Case Data available for export in a commercially reasonable format. After such thirty (30) day period, Ordernize may delete all remaining User Content and Case Data in its possession, subject to applicable retention obligations. Aggregated, anonymized, and de-identified Usage Data (as described in Section 10.3) is not subject to this Section 10.4.
11. INTELLECTUAL PROPERTY
11.1 Ordernize’s Intellectual Property.
Ordernize and its licensors own all right, title, and interest in and to the Platform, including but not limited to all software, source code, object code, AI and machine learning models, algorithms, user interfaces, visual designs, documentation, trade names, trademarks, service marks, logos, and all related intellectual property rights. Nothing in these Terms transfers any such rights to you.
11.2 Limited License to User.
Subject to your compliance with these Terms, Ordernize grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for the purposes described herein during the term of your account. This license does not include any right to:
(a) Modify, adapt, translate, or create derivative works based on the Platform;
(b) Sublicense, lease, rent, sell, or otherwise transfer access to the Platform to any third party;
(c) Copy, reproduce, or distribute any portion of the Platform; or
(d) Remove, alter, or obscure any copyright, trademark, or other proprietary notices.
11.3 Feedback.
If you provide any suggestions, ideas, enhancement requests, feedback, or other recommendations regarding the Platform (“Feedback”), you hereby assign to Ordernize all right, title, and interest in such Feedback, and Ordernize may use such Feedback without restriction or obligation to you.
12. CONFIDENTIALITY OBLIGATIONS
12.1 Treatment of Confidential Information.
Ordernize shall treat all Case Data, User Content, and related information as Confidential Information and shall implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect such information against unauthorized access, use, alteration, or disclosure, including (without limitation) industry-standard encryption of data in transit and at rest, logical case-level data isolation, role-based access controls, and ongoing security monitoring. Ordernize will use reasonable efforts to align its security program with generally recognized industry standards applicable to professional services and legal technology providers.
12.2 Permitted Disclosures.
Ordernize shall not disclose Confidential Information except:
(a) As necessary to provide the Services, including to employees and contractors of Ordernize who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein;
(b) To sub-processors (including AI service providers) that are bound by confidentiality obligations and data processing agreements that are no less protective than those set forth herein; and
(c) As required by applicable law, regulation, or court order, provided that Ordernize shall, to the extent permitted by law, provide prompt written notice to the affected User prior to such disclosure to allow the User to seek a protective order or other appropriate remedy.
12.3 Security Safeguards.
Ordernize shall maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Confidential Information against unauthorized access, disclosure, alteration, or destruction. In the event of a security incident involving unauthorized access to Case Data or User Content, Ordernize shall promptly notify affected Users in accordance with applicable law.
13. PAYMENT TERMS
13.1 Fees.
Access to and use of the Platform may require payment of fees (collectively, “Fees”) at the then-current rates published by Ordernize on the Platform (including, without limitation, ordernize.com and app.ordernize.com) (the “Published Rates”), unless different fees or pricing terms are set forth in a Separate Agreement between Ordernize and you. All Fees are stated and payable in United States Dollars unless otherwise specified.
13.2 Billing Cycle and Payment Obligations.
(a) Billing Cycle. Unless otherwise specified in a Separate Agreement, Fees shall be invoiced on a monthly basis, in arrears, and shall be due and payable on the date of the invoice (each, a "Payment Date").
(b) Authorized Payment Method. As a condition of accessing the Services, you shall provide and maintain at least one valid, current, and authorized payment method (a "Payment Method"), consisting of either (i) a credit or debit card issued by a U.S. financial institution, or (ii) a U.S. bank account from which funds may be drawn by means of an Automated Clearing House ("ACH") debit. By providing a Payment Method, you represent and warrant that you are authorized to use it and you authorize Ordernize and its third-party payment processors to store the associated credentials and tokenized account information for purposes of processing payments under these Terms.
(c) Automatic Charges. You hereby authorize Ordernize (and its payment processors) to automatically charge or debit your Payment Method on or after each Payment Date for all Fees, taxes, and other amounts owed under these Terms or any Separate Agreement, including without limitation recurring subscription Fees, per-case Fees, usage-based Fees, overages, reinstatement charges, and any past-due balances. This authorization shall remain in effect for so long as you continue to use the Services and until you terminate these Terms in accordance with Section 14 or revoke this authorization in writing, in which case Ordernize may suspend or terminate your access to the Services as described in subsection (e) below.
(d) Payment Method Updates; Failed Charges. You shall keep your Payment Method information complete and accurate at all times, including by promptly updating expiration dates, billing addresses, and replacement card or account numbers. You authorize Ordernize and its payment processors to use account-updater services offered by card networks or banks to obtain updated Payment Method information. If a charge or ACH debit is declined, returned, or otherwise unsuccessful, Ordernize may, without further notice, retry the charge against the same or any other Payment Method on file and assess any reasonable fees imposed by financial institutions for returned items, in addition to the late-payment interest set forth in subsection (f).
(e) Suspension for Non-Payment. If any amount remains unpaid more than seven (7) days after the applicable Payment Date, or if your Payment Method is invalid, expired, or otherwise unable to be charged, Ordernize may, in addition to its other rights and remedies, suspend or restrict your and your Authorized Users' access to the Services until all past-due amounts are paid in full and a valid Payment Method is on file. Suspension does not relieve you of your obligation to pay Fees accruing during the period of suspension where suspension results from your non-payment.
(f) Late Payments. Any amount not paid when due shall bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, accruing from the original Payment Date until paid in full. You shall reimburse Ordernize for all reasonable costs of collection, including attorneys' fees, incurred in collecting past-due amounts.
(g) Disputed Charges. You shall notify Ordernize in writing of any disputed charge within thirty (30) days after the date of the applicable invoice or charge; otherwise, the charge shall be deemed accepted and final. Disputed amounts must be paid pending resolution of the dispute, and the parties shall work in good faith to resolve any disputed charge promptly.
(h) Published Rates; Rate Changes. You agree to pay all Fees at the Published Rates in effect at the time the applicable Services are rendered. Ordernize may modify the Published Rates from time to time and will provide at least thirty (30) calendar days' prior notice of any material change. If you do not agree to a modified Published Rate, you may terminate these Terms in accordance with Section 14 prior to the effective date of the change, in which case you shall remain responsible for Fees accrued through the effective date of termination but shall not be obligated to pay Fees for Services not yet rendered after such date. Continued use of the Services after the effective date of a Published Rate change constitutes your acceptance of the modified rate and your re-authorization for Ordernize to charge your Payment Method at the modified rate.
(i) Taxes. All Fees are exclusive of taxes. You shall be responsible for all sales, use, value-added, and similar taxes assessed in connection with the Services, other than taxes based on Ordernize's net income, and you authorize Ordernize to charge such taxes to your Payment Method together with the underlying Fees.
(j) Currency; Records. All Fees are stated and payable in United States Dollars. Ordernize will make electronic invoices and payment records available to you through the Platform or by email.
14. TERM AND TERMINATION
14.1 Term.
These Terms are effective as of the date you first access or use the Platform and shall continue in effect until terminated by either party in accordance with this Section 14.
14.2 Termination by User.
You may terminate your account and these Terms for any or no reason at any time upon thirty (30) days’ prior written notice to Ordernize at info@ordernize.com, or by using the account termination functionality on the Platform, if available. In the event of such termination, you shall remain responsible for all Fees accrued for Services rendered through the effective date of termination, but shall not be obligated to pay any Fees for Services not yet rendered after such date. The foregoing is without prejudice to your additional termination rights upon a change to the Published Rates as set forth in Section 13.2.
14.3 Termination by Ordernize.
Ordernize may terminate or suspend your account and access to the Platform:
(a) Immediately, without prior notice, for material breach of these Terms, illegal activity, or conduct that poses a risk to the security or integrity of the Platform or other Users, as determined soley by Ordernize’s discretion;
(b) Immediately upon non-payment of fees.
14.4 Effect of Termination.
Upon termination:
(a) Your right to access and use the Platform shall immediately cease (subject to the data export period described in Section 10.4);
(b) Upon your written request made within thirty (30) days following the effective date of termination, Ordernize shall make your User Content and AI Outputs available for export in a commercially reasonable format;
(c) Following the expiration of the data export period, Ordernize shall delete all User Content and Case Data associated with your account, subject to any legal retention obligations; and
(d) Any outstanding payment obligations shall remain due and payable.
14.5 Survival.
The following sections shall survive termination of these Terms: Section 2 (Definitions), Section 7 (AI-Generated Outputs and Disclaimers), Section 10.1 (Ownership), Section 11 (Intellectual Property), Section 12 (Confidentiality Obligations), Section 15 (Limitation of Liability), Section 16 (Indemnification), Section 17 (Dispute Resolution), and Section 19 (Miscellaneous).
15. LIMITATION OF LIABILITY
15.1 Disclaimer of Warranties.
THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ORDERNIZE EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. ORDERNIZE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
15.2 Limitation of Damages.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ORDERNIZE, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF ORDERNIZE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15.3 Cap on Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ORDERNIZE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES SHALL NOT EXCEED TEN THOUSAND U.S. DOLLARS ($10,000).
15.4 Carve-Outs.
The limitations and exclusions set forth in this Section 15 shall not apply to: (a) liability arising from a party’s willful misconduct or gross negligence; (b) Ordernize’s breach of its confidentiality obligations under Section 12; (c) a party’s indemnification obligations under Section 16; or (d) liability that cannot be limited or excluded under applicable law.
15.5 Essential Basis of the Bargain.
You acknowledge that Ordernize has set its fees and entered into these Terms in reliance upon the limitations of liability and disclaimers of warranties set forth herein, and that the same form an essential basis of the bargain between the parties.
16. INDEMNIFICATION
16.1 Indemnification by User.
You agree to indemnify, defend, and hold harmless Ordernize and its affiliates, officers, directors, employees, agents, and licensors (collectively, the “Ordernize Indemnitees”) from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:
(a) Your breach of these Terms or any representation or warranty made herein;
(b) Your User Content, including any claim that your User Content infringes, misappropriates, or otherwise violates any third party’s intellectual property, privacy, or other rights;
(c) Your use of AI Outputs, including any claim arising from your filing, submission, delivery to a client, or reliance upon AI Outputs without adequate independent professional review and verification by the User in their role as a licensed professional;
(d) Your violation of any applicable law, regulation, or rule of professional conduct; and
(e) Any claim by your clients or third parties arising from your use of the Platform.
16.2 Indemnification Procedures.
The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim (provided that failure to provide timely notice shall not relieve the indemnifying party of its obligations except to the extent materially prejudiced by such failure); (b) grant the indemnifying party sole control of the defense and settlement of such claim; and (c) provide reasonable cooperation at the indemnifying party’s expense.
17. DISPUTE RESOLUTION
17.1 Governing Law.
These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.
17.2 Venue.
Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.
17.3 Informal Resolution.
Before initiating any formal dispute resolution proceeding, the parties agree to first attempt to resolve any dispute informally by contacting the other party and engaging in good-faith negotiations for a period of at least thirty (30) days.
17.4 Class Action Waiver.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION.
17.5 Equitable Relief.
Notwithstanding any other provision of these Terms, either party may seek injunctive or other equitable relief from any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidentiality obligations.
18. MODIFICATIONS TO TERMS
18.1 Right to Modify.
Ordernize reserves the right to modify, amend, or update these Terms at any time. Ordernize will provide at least thirty (30) calendar days’ prior notice of any modifications by email to the address associated with your account or by posting a notice on the Platform.
18.2 Acceptance of Modifications.
Your continued use of the Platform following the effective date of any modifications constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue your use of the Platform before the effective date of the modifications.
18.3 Material Changes.
For modifications that Ordernize reasonably determines to be material (including but not limited to changes to pricing, limitation of liability, or dispute resolution provisions), Ordernize will seek your affirmative consent prior to such changes taking effect. If you do not provide affirmative consent, Ordernize may terminate your account in accordance with Section 14.
19. MISCELLANEOUS
19.1 Entire Agreement.
These Terms, together with any applicable Separate Agreement, order forms, pricing schedules, and policies incorporated herein by reference, constitute the entire agreement between you and Ordernize with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written. In the event of a conflict between these Terms and a Separate Agreement, the Separate Agreement shall control with respect to the subject matter expressly addressed therein.
19.2 Severability.
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect.
19.3 Waiver.
No waiver of any provision of these Terms shall be effective unless made in writing and signed by the waiving party. No failure or delay by either party in exercising any right or remedy shall operate as a waiver thereof.
19.4 Assignment.
You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of Ordernize. Ordernize may assign these Terms without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section shall be void.
19.5 Force Majeure.
Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) if such failure or delay results from circumstances beyond the party’s reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, riots, government actions, power failures, internet or telecommunications failures, or cyberattacks.
19.6 Notices.
All notices under these Terms shall be in writing and shall be deemed duly given when: (a) delivered personally; (b) sent by certified or registered mail, return receipt requested; (c) sent by nationally recognized overnight courier; or (d) sent by email (with confirmation of receipt). Notices to Ordernize shall be sent to info@ordernize.com and the physical address set forth in Section 20. Notices to you shall be sent to the email address associated with your account.
19.7 Relationship of the Parties.
The parties are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, franchise, employment, or agency relationship between the parties. Neither party has the authority to bind the other or to incur any obligation on behalf of the other.
19.8 Third-Party Beneficiaries.
These Terms do not confer any rights or remedies upon any person or entity other than the parties hereto and their respective successors and permitted assigns.
19.9 Headings.
The section headings in these Terms are for convenience only and shall not affect the interpretation of these Terms.
20. CONTACT INFORMATION
If you have any questions about these Terms or the Platform, please contact us at:
Ordernize Inc.
[ATTORNEY NOTE: Insert physical mailing address]
Email: info@ordernize.com
Website: ordernize.com
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BY ACCESSING OR USING THE ORDERNIZE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF USE.