Terms of Service for Alchemy Users

INTRODUCTION AND SCOPE

These Terms of Service (“Terms”) govern the use of software applications and related services (collectively, the “Application”) provided by Merlin Search Technologies, Inc. (“Merlin,” “we,” “us,” or “our”).

The Application is made available to end users (“End Users” or “you”) through authorized service providers, including resellers and partners (each, a “Service Provider”). While you may contract directly with a Service Provider for access to and use of the Application, these Terms set forth Merlin’s conditions for your use of the Application and Merlin’s limitations of liability and warranty.

By accessing or using the Application, you acknowledge and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Application.

These Terms supplement, and do not replace, any agreement you may have with your Service Provider. In the event of any conflict between these Terms and your agreement with a Service Provider, these Terms will control with respect to matters relating to the Application, Merlin’s intellectual property, warranties, liability limitations, and dispute resolution with Merlin.

1. THE APPLICATION

1.1 Description. The Application consists of one or more web-based software programs and systems providing document management, discovery and investigation workflow automation, data sharing, collaboration, case management, claim management, deal management, and workflow facilities, including the ability to log into and use the system for these purposes.

1.2 Provision of Service. Merlin makes the Application available over standard Internet protocols (such as https, ftp, www, SMTP) and the public telecommunication system through servers controlled by Merlin or its service providers.

1.3 Updates and Modifications. Merlin may update, modify, or enhance the Application from time to time. We may add, change, suspend, or discontinue any aspect of the Application at any time without prior notice. If we make changes that materially reduce core functionality of the Application, we will use reasonable efforts to notify affected Service Providers.

1.4 No Legal Advice. Merlin is not a law firm and does not provide legal advice or engage in the practice of law. You acknowledge that you are not relying on Merlin for legal advice and have not engaged Merlin or any Merlin employee or representative as legal counsel.

2. LICENSE AND RESTRICTIONS

2.1 License Grant. Subject to these Terms and any agreement between you and your Service Provider, Merlin grants you a non-exclusive, non-transferable, limited right and license to access and use the Application solely for your internal business purposes.

2.2 License Restrictions. You agree that you will not, and will not permit any third party to:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying ideas or algorithms of any part of the Application
• Copy, reproduce, distribute, republish, download, display, post, or transmit the Application or any portion thereof in any form or by any means
• Modify, translate, adapt, merge, or create derivative works based on the Application or any portion thereof
• Use the Application to develop competing products or services
• Remove, alter, or obscure any proprietary notice (including copyright or trademark notices) on or in the Application
• Use the Application in any manner that could damage, disable, overburden, or impair Merlin’s systems or networks
• Attempt to gain unauthorized access to any systems, networks, or data related to the Application
• Use any automated system, including robots, spiders, or offline readers, to access the Application in a manner that sends more request messages to Merlin’s servers than a human could reasonably produce in the same period
• Violate any applicable law or regulation in connection with your use of the Application

2.3 Reservation of Rights. Merlin reserves all rights not expressly granted to you in these Terms. No rights are granted to you by implication or estoppel.

3. ACCEPTABLE USE

3.1 Your Obligations. You agree to:

• Prevent unauthorized access to or use of the Application
• Use the Application only for lawful purposes and in accordance with these Terms
• Comply with all applicable federal, state, local, and international laws and regulations
• Ensure that all data and materials you upload, store, or process in the Application (“Client Materials”) do not violate any third party’s rights or any applicable laws
• Report any actual or suspected security incidents, vulnerabilities, or unauthorized access to security@merlinsearch.com
• Obtain and maintain all necessary rights, permissions, and consents before uploading, processing, and storing Client Materials in the Application

3.2 Prohibited Uses. You will not use the Application to:

• Store, transmit, or process any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable
• Store, transmit, or process any content that infringes any patent, trademark, trade secret, copyright, or other proprietary right of any third party
• Interfere with or disrupt the integrity or performance of the Application or the data contained therein
• Attempt to gain unauthorized access to the Application or its related systems or networks
• Transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature
  
  

4. INTELLECTUAL PROPERTY RIGHTS

4.1 Merlin’s Rights. Merlin owns (or licenses for its account) all right, title, and interest in and to the Application, including all computer code, software, technology, documentation, processes, methodologies, know-how, and other materials developed or provided by Merlin, and all Intellectual Property Rights therein. This includes all derivatives, enhancements, modifications, and improvements to the Application.

You acquire no ownership interest in the Application or any Intellectual Property Rights therein. Your right to use the Application is limited to the license expressly granted in these Terms.

4.2 Your Rights. You retain all right, title, and interest in and to your Client Materials, including all Intellectual Property Rights therein. Client Materials are and shall remain your sole and exclusive property.

4.3 Limited License to Your Content. You grant Merlin a worldwide, limited, non-exclusive, royalty-free license to use, copy, store, transmit, and display your Client Materials solely to the extent necessary to:

• Provide the Application to you
• Support, maintain, and improve the Application
• Comply with applicable laws, regulations, or legal process

This license is subject to Merlin’s confidentiality obligations in Section 6 and the restrictions on use of Input and Output set forth in Section 8 (Generative AI and Other AI Services).

4.4 Trademarks. The Merlin name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Merlin or its licensors. You must not use such marks without Merlin’s prior written permission. All other names, logos, product and service names, designs, and slogans mentioned in or accessible through the Application are the trademarks of their respective owners.

5. SECURITY

5.1 Merlin’s Security Measures. The Application is protected by passwords, encryption, and other technological means in accordance with industry standard practices to restrict data access to authorized users. Merlin implements reasonable and appropriate technical and organizational measures designed to help secure Client Materials and other information against accidental or unlawful loss, access, use, or disclosure.

Information regarding our security practices and other measures to protect your confidential information and data is available upon request.

5.2 Data Protection and Notification. Merlin will use commercially reasonable efforts to protect Client Materials and other confidential data from unauthorized access or acquisition. Merlin will notify you within twenty-four (24) hours should any unauthorized access or acquisition of your Client Materials or other confidential data occur.

To the extent Merlin utilizes the services of a subcontractor in providing the Application, Merlin will ensure that such subcontractor possesses a level of security and data protection at least equal to that of Merlin.

5.3 Your Security Obligations. You are responsible for:

• Maintaining the confidentiality of any passwords, user credentials, or authentication information
• All activity that occurs under your account or credentials
• Notifying Merlin immediately of any unauthorized use of your account or any other breach of security
• Taking reasonable precautions when accessing the Application from shared or public computers

5.4 Security Audits. You may conduct security audits or have security audits performed by qualified third parties at your expense and upon reasonable notice, subject to confidentiality obligations and reasonable limitations to protect Merlin’s security and the security of other customers.

6. CONFIDENTIALITY

6.1 Definition of Confidential Information. “Confidential Information” means information disclosed by either party to the other that is not publicly available. Your Confidential Information includes all Client Materials and data provided by you or stored in the Application. Merlin’s Confidential Information includes the Application’s code, functionality, processes, methodologies, know-how, trade secrets, technical specifications, and pricing information.

6.2 Confidentiality Obligations. Each party (as “Receiving Party”) agrees to:

• Use Confidential Information of the other party (“Disclosing Party”) solely for purposes of exercising its rights and fulfilling its obligations under these Terms
• Protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, but in no event less than a reasonable degree of care
• Not disclose Confidential Information to any third party, except to directors, officers, employees, agents, contractors, and service providers who have a legitimate need to know and who are bound by written confidentiality obligations at least as protective as those set forth herein

6.3 Exceptions. Confidential Information does not include information that the Receiving Party can demonstrate:

• Was known to the Receiving Party prior to disclosure by the Disclosing Party, without any obligation of confidentiality
• Is or becomes publicly available through no wrongful act or breach of these Terms by the Receiving Party
• Is lawfully obtained by the Receiving Party from a third party without restriction on disclosure
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information
• Must be disclosed pursuant to law, court order, subpoena, or government authority, provided that the Receiving Party provides prompt notice to the Disclosing Party (unless legally prohibited) and reasonably cooperates in any effort to limit such disclosure

6.4 Data Requests and Legal Process. If Merlin receives a subpoena, civil or criminal investigative demand, request for documents, or other legal process seeking disclosure of your Confidential Information or Client Materials, Merlin will promptly notify you prior to responding (unless legally prohibited) so that you may seek an appropriate protective order or other remedy. If no protective order or waiver is obtained, Merlin will furnish only that portion of the information that Merlin or its counsel believes is legally compelled and will use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to any information disclosed.

6.5 Data Protection Agreement. If deemed necessary by the parties to comply with any applicable data protection laws, a separate data processing agreement and/or standard contractual clauses governing the processing of personal information may be executed by the parties.

6.6 Survival. The obligations set forth in this Section 6 will survive termination of these Terms.

7. DATA PROTECTION AND PRIVACY

7.1 Privacy Policy. Merlin’s collection, use, and protection of personal information is governed by our Privacy Policy, available at Merlin.Tech. By using the Application, you acknowledge that you have reviewed and agree to the Privacy Policy.

7.2 Compliance with Privacy Laws. Merlin will comply with all applicable data protection and privacy laws in its provision of the Application. To the extent required by applicable law, Merlin will enter into appropriate data processing agreements with you or your Service Provider.

7.3 Your Obligations. You represent and warrant that:

• You have obtained all necessary rights, permissions, and consents to upload, store, and process Client Materials in the Application
• Your use of the Application complies with all applicable privacy and data protection laws
• You have provided any required notices and obtained any required consents from individuals whose personal data may be included in Client Materials
  
  

8. GENERATIVE AI AND OTHER AI SERVICES

8.1 Description of AI Services. Merlin optionally provides machine-learning systems, including generative AI (also known as “Large Language Models” or “LLMs”) along with other machine-learning algorithms (collectively, “AI Services”). These AI Services, particularly those involving LLMs, are licensed from third parties not under Merlin’s control (collectively, “External Service Providers”).

8.2 External Service Provider Requirements. Merlin only uses External Service Providers for AI Services that have been evaluated to be safe and reliable with reasonable security practices and programs, and who agree to commercially acceptable licenses with the following requirements:

• The External Service Providers agree to keep input prompts and output responses confidential
• The External Service Providers do not use input prompts and output responses to train their generative AI or machine learning models
• The External Service Providers will not store input prompts and output responses on their servers for any longer than reasonably necessary to provide the services
• The External Service Providers do not claim ownership of input prompts and output responses and agree that Merlin, on behalf of its clients, retains ownership of all user-generated content and all system-generated output resulting from use of the Application

8.3 Your Responsibilities. You are responsible for:

• The creation and appropriateness of prompts and other input provided to AI Services (“Input”)
• The use of output from AI Services (“Output”)
• Reviewing Output carefully and validating it for accuracy, completeness, and appropriateness against source data, documents, or other information used in generating the Output
• Any decisions made based on or actions taken in reliance on Output

You acknowledge that Output is generated by artificial intelligence and machine learning systems and may contain errors, inaccuracies, or inappropriate content. You should independently evaluate and verify Output before relying on, publishing, or otherwise using it.

8.4 Intellectual Property in Input and Output. Client Materials include both Input and Output. You retain all Intellectual Property Rights in and to any Input and Output, subject only to the limited license granted to Merlin in Section 4.3.

8.5 Support on Questions Regarding Use of AI Services. Merlin recognizes that issues, concerns, or questions regarding the use, security, and effectiveness of AI Services or External Service Providers may be raised by counsel, courts, or other parties. In such cases, Merlin will offer reasonable assistance, expertise, and technical support in responding to those issues, concerns, or questions, including providing testimony if necessary, in return for payment of Merlin’s standard hourly fees and expenses for those services.

8.6 Disclaimer of Warranties for AI Services. MERLIN DISCLAIMS ANY WARRANTY REGARDING THE OUTPUT OF AI SERVICES, INCLUDING WITH RESPECT TO THEIR ACCURACY, VALIDITY, COMPLETENESS, RELIABILITY, OR FITNESS FOR ANY GENERAL OR SPECIAL PURPOSE. ALL AI SERVICES AND OUTPUT ARE DELIVERED BY EXTERNAL SERVICE PROVIDERS. AI SERVICES AND OUTPUT ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.

WE STRONGLY RECOMMEND CHECKING ALL OUTPUT AGAINST PRIMARY SOURCES, INCLUDING THE UNDERLYING FILES USED FOR ANALYSIS, BEFORE RELYING ON THEM FOR ANY PURPOSE.

YOU ASSUME THE ENTIRE RISK ARISING OUT OF THE USE OF AI SERVICES AND RELIANCE ON OUTPUT. TO THE EXTENT THAT WE MAY NOT DISCLAIM ANY WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE LIMITED TO THE MINIMUM PERMITTED UNDER SUCH LAW.

9. WARRANTIES AND DISCLAIMERS

9.1 Merlin’s Limited Warranty. Merlin warrants that:

• It is the lawful owner of or has the right to license the Application
• The Application will perform substantially in accordance with its documentation as provided by Merlin

9.2 Warranty Remedy. If the Application fails to perform in accordance with the limited warranty set forth above, your sole and exclusive remedy is for Merlin to use commercially reasonable efforts to correct such nonconformity. If Merlin cannot correct the nonconformity within a reasonable time, Merlin may, in its sole discretion, terminate your access to the Application.

9.3 Warranty Limitations. The foregoing limited warranty does not apply to the extent that any nonconformity is caused by:

• Use of the Application other than in accordance with these Terms or the documentation
• Modifications to the Application not made by Merlin
• Your Client Materials or data
• Any cause outside Merlin’s reasonable control

9.4 DISCLAIMER OF IMPLIED WARRANTIES. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 9.1, THE APPLICATION IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MERLIN EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY 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.

MERLIN DOES NOT WARRANT THAT:

• The Application will meet your requirements or expectations
• The Application will be available on an uninterrupted, timely, secure, or error-free basis
• The results that may be obtained from use of the Application will be accurate, reliable, or complete
• Any errors in the Application will be corrected

YOU ACKNOWLEDGE THAT YOUR USE OF THE APPLICATION IS AT YOUR SOLE RISK.

10. LIMITATION OF LIABILITY

10.1 Acknowledgment Regarding Insurance and Risk Allocation. YOU ACKNOWLEDGE AND AGREE THAT:

• Merlin is not an insurance company
• Merlin’s fees for the Application would be substantially higher if Merlin were to undertake additional obligations and liabilities beyond what Merlin has expressly undertaken in these Terms
• You should look solely to your own insurance or self-insurance programs to the extent that any losses, costs, judgments, or expenses are not covered by Merlin’s express obligations and liabilities contained in these Terms
• The limitations of liability set forth in this Section 10 are a fundamental element of the basis of the bargain between you and Merlin, and Merlin would not be able to provide the Application on an economically reasonable basis without these limitations

10.2 EXCLUSION OF DAMAGES. EXCEPT AS REQUIRED BY APPLICABLE LAW, MERLIN AND ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THESE TERMS OR THE APPLICATION, INCLUDING WITHOUT LIMITATION DAMAGES FOR:

• Loss of goodwill
• Work stoppage
• Lost profits or revenue
• Loss of data
• Loss of privacy
• Computer failure or malfunction
• Business interruption
• Loss of business opportunity
• Cost of substitute products or services

This exclusion applies even if Merlin has been advised of the possibility of such damages and regardless of the legal theory upon which any claim is based (whether contract, tort, negligence, strict liability, or otherwise).

10.3 MAXIMUM AGGREGATE LIABILITY. MERLIN’S MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE APPLICATION WILL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOUR SERVICE PROVIDER TO MERLIN WITH RESPECT TO YOUR USE OF THE APPLICATION DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.

10.4 FUNDAMENTAL NATURE OF LIMITATIONS. THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 10 IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER:

• Other provisions of these Terms have been breached or proven ineffective
• A remedy fails of its essential purpose
• Merlin knew or should have known about the possibility of losses

10.5 STATUTE OF LIMITATIONS. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR RELATED TO THE USE OF THE APPLICATION MAY BE BROUGHT BY YOU MORE THAN TWENTY-FOUR (24) MONTHS AFTER YOU FIRST BECAME AWARE OF THE CIRCUMSTANCES GIVING RISE TO THE CAUSE OF ACTION.

10.6 Application of Law. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION 10, MERLIN’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE UNDER SUCH LAW.

11. INDEMNIFICATION

11.1 Your Indemnification Obligations. You agree to indemnify, defend, and hold harmless Merlin, its affiliates, and their respective directors, officers, employees, agents, successors, and assigns from and against any and all third-party claims, demands, causes of action, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to:

• Your use of the Application
• Your Client Materials, including any claim that your Client Materials infringe or misappropriate any third party’s Intellectual Property Rights or violate any third party’s rights
• Any litigation matter in which you are engaged
• Your breach of these Terms
• Your violation of any applicable law or regulation
• Your negligence or willful misconduct

11.2 Indemnification Procedure. Your indemnification obligations under Section 11.1 are expressly conditioned on Merlin:

• Providing you with prompt written notice of any claim
• Granting you sole control over the defense and settlement of the claim (provided that you may not settle any claim in a manner that imposes any obligation or liability on Merlin without Merlin’s prior written consent, which will not be unreasonably withheld)
• Providing reasonable cooperation and assistance in the defense of the claim, at your expense

11.3 Survival. The obligations set forth in this Section 11 will survive any termination of these Terms.

12. DISPUTE RESOLUTION

12.1 Governing Law. These Terms and any dispute arising out of or relating to these Terms or the Application will be governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

12.2 Informal Resolution. Before initiating any formal dispute resolution proceeding, the parties agree to attempt to resolve any dispute through good faith negotiations. The party asserting a dispute must provide written notice to the other party describing the dispute in reasonable detail. Within ten (10) business days after receipt of such notice, authorized representatives of each party will meet (by telephone or in person) and attempt to resolve the dispute.

12.3 Binding Arbitration. Any dispute that cannot be resolved through the informal process described in Section 12.2 within thirty (30) days will be submitted to binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. The arbitration will be conducted by a single arbitrator selected in accordance with AAA rules.

The arbitration will be held in Denver, Colorado, unless the parties mutually agree to another location. The arbitrator’s decision will be final and binding, and judgment on the award rendered may be entered in any court having jurisdiction.

12.4 Arbitrator’s Authority. The arbitrator will have the authority to award costs, expenses, and reasonable attorneys’ fees to the prevailing party. The arbitrator will not have authority to award punitive or exemplary damages, may not ignore or vary any controlling terms of these Terms, and must apply controlling law in reaching a decision.

12.5 Exception for Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive relief or other equitable remedies in any court of competent jurisdiction to prevent or restrain:

• Infringement of Intellectual Property Rights
• Breach of confidentiality obligations
• Unauthorized use or access to the Application
• Any other irreparable harm for which monetary damages would be inadequate

12.6 Class Action Waiver. YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING 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 lawsuit or class-wide arbitration.

13. GENERAL PROVISIONS

13.1 Non-Exclusivity. These Terms are non-exclusive. Nothing in these Terms precludes Merlin from providing the Application or similar services to other parties, or from developing or distributing products or services that may compete with your products or services.

13.2 Force Majeure. Except for payment obligations, neither party will be liable for any failure or delay in performance of its obligations under these Terms to the extent such failure or delay is caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

13.3 Entire Agreement (Limited Scope). These Terms, together with the Privacy Policy and any other documents expressly incorporated by reference, constitute the entire agreement between you and Merlin with respect to your use of the Application and supersede all prior or contemporaneous understandings regarding such subject matter. These Terms do not supersede or affect any separate agreement you may have with your Service Provider.

13.4 Amendment. Merlin may modify these Terms from time to time. If we make material changes, we will notify your Service Provider and post the updated Terms with a new “Last Updated” date. Your continued use of the Application following such notice constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Application.

13.5 Waiver. No waiver of any provision of these Terms will be deemed or will constitute a waiver of any other provision, nor will any waiver constitute a continuing waiver. No waiver will be binding unless executed in writing by the party making the waiver.

13.6 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect. The invalid, illegal, or unenforceable provision will be replaced by a valid, legal, and enforceable provision that comes closest to the intention underlying the original provision.

13.7 Assignment. You may not assign, transfer, or delegate these Terms or any rights or obligations hereunder, whether voluntarily, by operation of law, or otherwise, without Merlin’s prior written consent. Any attempted assignment in violation of this provision will be void. Merlin may assign these Terms without restriction. Subject to the foregoing, these Terms will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

13.8 Notice. All notices under these Terms must be in writing and will be deemed given: (a) when delivered personally; (b) when sent by confirmed email; (c) one business day after being sent by reputable overnight courier; or (d) three business days after being mailed by first-class certified or registered mail, postage prepaid, to the recipient at the address specified by such party. Merlin’s address for notice is:

Merlin Search Technologies, Inc.
201 Columbine St., Ste 150 #6821
Denver, CO 80206
Email: legal@merlinsearch.com

13.9 Interpretation. As used in these Terms:

• “Including” means “including but not limited to”
• References to sections are to sections of these Terms
• Headings are for convenience only and do not affect interpretation
• The singular includes the plural and vice versa
• “Or” is not exclusive

13.10 No Third-Party Beneficiaries. These Terms are for the sole benefit of Merlin and you. Nothing in these Terms, express or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities.

13.11 Survival. Sections 4 (Intellectual Property Rights), 5.2 (Data Protection and Notification), 6 (Confidentiality), 7 (Data Protection and Privacy), 8.6 (Disclaimer of Warranties for AI Services), 9.4 (Disclaimer of Implied Warranties), 10 (Limitation of Liability), 11 (Indemnification), 12 (Dispute Resolution), and 13 (General Provisions) will survive any termination or expiration of your right to use the Application.

14. DEFINITIONS

“Application” means one or more web-based software programs and systems provided by Merlin, including document management, discovery and investigation workflow automation, data sharing, collaboration, case, claim, and deal management facilities, and the ability to log into and use the system for these purposes.

“AI Services” means machine-learning systems, including generative AI (also known as “Large Language Models” or “LLMs”) and other machine-learning algorithms made available through the Application.

“Client Materials” means all data, documents, content, and materials uploaded to, submitted to, created in, or stored in the Application by or on behalf of you, including Input and Output.

“Confidential Information” means information disclosed by either party to the other that is not publicly available, including your Client Materials and Merlin’s Application code, functionality, processes, methodologies, know-how, technical specifications, and pricing information.

“End User” means an individual who has been granted permission to access and use the Application. “End Users” and “you” and “your” refer to such individuals collectively.

“External Service Provider” means a third party that licenses AI Services to Merlin for incorporation into the Application.

“Input” means any prompts, queries, instructions, text, information, or other content provided by you or on your behalf to AI Services for processing.

“Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, know-how, database rights, design rights, domain names, moral rights, and other intellectual property rights (whether registered or unregistered) and all applications and rights to apply for registration of any of the foregoing.

“Merlin” means Merlin Search Technologies, Inc., a Delaware corporation.

“Output” means any text, information, summaries, analyses, or other content generated by AI Services in response to Input.

“Service Provider” means an authorized reseller, partner, or other third party through which you access and use the Application, including any entity with which you have contracted for access to the Application.

“Terms” means these Terms of Service, as may be amended from time to time.

CONTACT INFORMATION

If you have any questions about these Terms, please contact us at:

Merlin Search Technologies, Inc.
201 Columbine St., Ste 150 #6821
Denver, CO 80206
Email: Info@merlinsearch.com
Website: Merlin.Tech

BY ACCESSING OR USING THE APPLICATION, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS.