Software License Agreement

1. Definitions

"Software" means the SafeIdea desktop application, including the SafeIdea Indexer, all updates, and all embedded components.

"Service" means the Software together with SafeIdea's cloud licensing, billing, and API proxy services.

"User" means an individual authorized by Customer to use the Software under a paid seat.

"Customer Data" means all documents, text, queries, conversation history, entity dictionaries, indexes, and other content that Customer or its Users input, upload, create, or generate using the Software.

"Output" means content generated by the AI in response to User queries, including text, analysis, and suggestions.

"Masking Technology" means SafeIdea's patent-pending confidentiality protection technology that replaces identifying information with neutral placeholders before transmitting queries to cloud AI services.

"Order" means a purchase of seats through SafeIdea's signup process, including the number of Users, subscription term, and fees.

"Third-Party AI Provider" means Anthropic, PBC, which provides the Claude AI service used by the Software.

2. License Grant

2.1 Software License. Subject to this Agreement and payment of applicable fees, SafeIdea grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software during the subscription term, solely for Customer's internal business purposes, for the number of Users specified in the Order.

2.2 Seat Restrictions. Each seat is licensed to a single named User. Access credentials are specific to the User to whom they are issued and may not be shared, including within the same organization. Customer may reassign a seat to a new User provided the prior User's access is terminated.

2.3 Indexer Access. The SafeIdea Indexer is available to organizations that purchase seats. Indexes created by the Indexer may be distributed to and used by any licensed User within Customer's organization.

3. Restrictions

Customer shall not, and shall not permit any User or third party to:

• Copy, modify, or create derivative works of the Software;
• Reverse engineer, decompile, or disassemble the Software;
• Sublicense, sell, resell, transfer, or distribute the Software or access to it;
• Use the Software to build a competing product or service;
• Circumvent or disable any security, authentication, or licensing mechanism in the Software;
• Remove or alter any proprietary notices, labels, or marks;
• Use the Software for any purpose that violates applicable law or regulation;
• Share access credentials between Users or exceed the licensed seat count.

4. Customer Data and Intellectual Property

4.1 Customer Owns Customer Data. As between the parties, Customer retains all right, title, and interest — including all intellectual property rights — in and to all Customer Data and Output. SafeIdea claims no ownership of Customer Data or Output.

4.2 Privileged Information. The parties acknowledge that Customer Data may include information protected by attorney-client privilege, work product doctrine, or other legal protections ("Privileged Information"). Nothing in this Agreement is intended to waive, limit, or otherwise affect the privileged or protected status of such information.

4.3 Local Storage. Customer Data — including documents, conversation history, entity dictionaries, and indexes — is stored locally on Customer's machine. SafeIdea does not store, access, or have custody of Customer Data on its servers.

4.4 No Training on Customer Data. SafeIdea will not use Customer Data to train, fine-tune, or improve any AI model. The Third-Party AI Provider (Anthropic) does not use API inputs for model training. Customer Data transmitted to the Third-Party AI Provider is processed with zero data retention by that provider.

4.5 Usage Data. SafeIdea collects aggregate request counts and cost data for billing purposes. SafeIdea does not collect, store, or transmit the content of User queries or AI responses.

4.6 SafeIdea IP. SafeIdea retains all right, title, and interest in the Software, including its proprietary masking technology, the SafeIdea Indexer, all patents, trademarks, and copyrights. This Agreement grants no rights to SafeIdea's intellectual property except the limited license in Section 2.

5. Confidentiality Protection

5.1 How It Works. Before any User query reaches cloud AI services, the Software's proprietary masking technology scans for confidential content — including client names, organization names, case numbers, addresses, and other identifying entities — and replaces them with ephemeral neutral placeholders. The AI response is restored with original content locally. The cloud AI service never receives unmasked confidential content.

5.2 Masking Configuration. Users may configure the masking technology's behavior, including which entity types are masked and which are passed through. Customer acknowledges that changes to default masking settings may affect the scope of confidentiality protection.

5.3 Professional Responsibility. The masking technology is a technical safeguard designed to assist in protecting confidential information. Customer and its Users remain solely responsible for compliance with applicable rules of professional conduct, ethical obligations, and the maintenance of client confidentiality. SafeIdea does not guarantee that the masking technology will identify and mask all confidential content in all circumstances.

5.4 Local Processing. All document indexing, entity detection, and embedding generation performed by the SafeIdea Indexer occurs locally on Customer's machine using local AI models. No documents or their contents are transmitted to SafeIdea or any cloud service during indexing.

6. AI-Generated Output

6.1 Not Legal Advice. The Software is an assistance tool. Output is generated by artificial intelligence and is not legal advice. Output may contain errors, inaccuracies, omissions, or hallucinations. SafeIdea does not warrant the accuracy, completeness, reliability, or fitness of any Output for any purpose.

6.2 Professional Review Required. Customer shall ensure that a qualified legal professional reviews, verifies, and independently evaluates all Output before relying on, publishing, or using it in any professional or legal capacity. Customer is solely responsible for any reliance on or use of Output.

6.3 No Attorney-Client Relationship. Use of the Software does not create an attorney-client relationship between SafeIdea and Customer, any User, or any third party. SafeIdea is not a law firm, does not practice law, and does not provide legal advice.

7. Fees and Payment

7.1 Subscription Fees. Fees are set forth in the Order. Subscriptions are billed based on seat count and usage. Payment is processed by Stripe; SafeIdea does not store credit card numbers.

7.2 Cancellation. Customer may cancel at any time. Upon cancellation, access continues through the end of the current billing period. No refunds are issued for partial periods.

7.3 Fee Changes. SafeIdea may change fees upon 30 days' written notice. Continued use after the effective date constitutes acceptance of the new fees.

8. Term and Termination

8.1 Term. This Agreement begins when Customer accepts it and continues for the subscription term specified in the Order, renewing automatically unless either party provides written notice of non-renewal at least 30 days before the end of the current term.

8.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within 30 days of receiving written notice.

8.3 Effect of Termination. Upon termination: (a) Customer's license to the Software terminates immediately; (b) Customer Data remains on Customer's machine — SafeIdea has nothing to delete because it holds no Customer Data; (c) Sections 3, 4, 6, 9, 10, and 11 survive termination.

9. Disclaimer of Warranties

THE SOFTWARE AND SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SAFEIDEA DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT OUTPUT WILL BE ACCURATE OR RELIABLE. SAFEIDEA DOES NOT WARRANT THAT ITS MASKING TECHNOLOGY WILL IDENTIFY AND MASK ALL CONFIDENTIAL CONTENT IN ALL CIRCUMSTANCES.

10. Limitation of Liability

10.1 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SAFEIDEA, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF SAFEIDEA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Liability Cap. SAFEIDEA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO SAFEIDEA DURING THE 12 MONTHS PRECEDING THE DATE THE LIABILITY FIRST ARISES, OR $500, WHICHEVER IS GREATER.

10.3 Basis of the Bargain. Customer acknowledges that the fees reflect this allocation of risk and that SafeIdea would not enter into this Agreement without these limitations.

11. Indemnification

11.1 By SafeIdea. SafeIdea will defend, indemnify, and hold harmless Customer from third-party claims alleging that the Software infringes a valid patent, copyright, or trademark, provided Customer promptly notifies SafeIdea and cooperates in the defense.

11.2 By Customer. Customer will defend, indemnify, and hold harmless SafeIdea from third-party claims arising from: (a) Customer Data; (b) Customer's use of Output; or (c) Customer's violation of applicable law or professional conduct rules.

12. General Provisions

12.1 Governing Law. This Agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict of laws principles. Any dispute arising under this Agreement shall be resolved in the state or federal courts located in Philadelphia, Pennsylvania.

12.2 Entire Agreement. This Agreement, together with the Order, the Privacy Policy, and the Terms of Service, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings.

12.3 Amendments. SafeIdea may update this Agreement by posting the revised version on its website and providing notice to Customer. Continued use of the Software after the effective date constitutes acceptance. Material changes take effect 30 days after notice.

12.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect.

12.5 Assignment. Customer may not assign this Agreement without SafeIdea's prior written consent. SafeIdea may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

12.6 Notices. Notices to SafeIdea shall be sent to legal@safeidea.ai. Notices to Customer shall be sent to the email address associated with Customer's account.

12.7 No Waiver. Failure to enforce any provision of this Agreement does not constitute a waiver of that provision or any other provision.

13. Contact

For questions about this Agreement, contact us at legal@safeidea.ai.

SafeIdea LLC · Philadelphia, PA