Terms of Service

Last updated: February 2, 2025

IMPORTANT: PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER (SECTION 15), WHICH AFFECT YOUR LEGAL RIGHTS.

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Elcara ("Company," "we," "us," or "our") governing your access to and use of our website, software, AI-powered tools, and related services (collectively, the "Services").

By accessing or using our Services, you represent that you have read, understood, and agree to be bound by these Terms. If you are using the Services on behalf of a business or other legal entity, you represent that you have the authority to bind that entity to these Terms.

If you do not agree to these Terms, you must not access or use our Services.

2. Description of Services

Elcara provides AI-powered solutions designed to assist legal professionals with document review, analysis, automation, and other tasks. Our Services are tools to assist and augment human decision-making, not to replace professional judgment.

CRITICAL DISCLAIMER: Our Services are NOT intended to provide legal advice, and no attorney-client relationship is created between Elcara and any user. The AI-generated outputs are for informational and assistive purposes only. All outputs must be reviewed, verified, and approved by qualified legal professionals before any use or reliance. You are solely responsible for all decisions made based on the use of our Services.

3. User Responsibilities

By using our Services, you agree to:

  • Provide accurate and complete information when creating an account or using our Services.
  • Maintain the confidentiality of your account credentials and notify us immediately of any unauthorized access.
  • Use the Services only for lawful purposes and in compliance with all applicable laws and regulations.
  • Not use the Services to process, store, or transmit any content that infringes intellectual property rights or violates any law.
  • Not attempt to reverse engineer, decompile, or disassemble any part of the Services.
  • Not use the Services to develop competing products or services.
  • Ensure that all persons who access the Services through your account comply with these Terms.
  • Review and verify all AI-generated outputs before use. You acknowledge that AI systems may produce errors, inaccuracies, or incomplete results.
  • Maintain appropriate professional liability insurance for your practice.

4. AI Services Disclaimer

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

  • AI Limitations: Artificial intelligence systems, including ours, have inherent limitations. They may produce outputs that are inaccurate, incomplete, biased, outdated, or otherwise unsuitable for any particular purpose. AI systems can "hallucinate" or generate plausible-sounding but incorrect information.
  • No Guarantee of Accuracy: We do not warrant or guarantee the accuracy, completeness, reliability, or suitability of any AI-generated output. All outputs are provided "as is" and require human review and verification.
  • Professional Responsibility: You remain solely responsible for all professional judgments, decisions, and actions taken based on or in connection with the use of our Services. The use of our Services does not diminish or transfer any professional, ethical, or legal obligations you may have.
  • Not Legal Advice: Our Services do not constitute legal advice, and we are not a law firm. Any information provided through our Services should not be construed as legal advice or a legal opinion.
  • Human Oversight Required: All AI-generated outputs must be reviewed by qualified professionals before being used, shared, or relied upon. You must not solely rely on AI outputs for any legal, financial, or other important decisions.

5. Intellectual Property

5.1 Our Intellectual Property

The Services, including all content, features, functionality, software, and technology, are owned by Elcara and are protected by intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of our Services without our prior written consent.

5.2 Your Content

You retain all rights to the content and data you upload to our Services ("Your Content"). By using our Services, you grant us a limited, non-exclusive license to process Your Content solely for the purpose of providing the Services to you. We do not claim ownership of Your Content.

5.3 Feedback

Any feedback, suggestions, or ideas you provide about our Services may be used by us without any obligation to you.

6. Confidentiality and Data Protection

We understand the sensitive nature of legal work. We implement appropriate technical and organizational measures to protect your data. Our data handling practices are described in our Privacy Policy.

However, you acknowledge that:

  • No security system is impenetrable, and we cannot guarantee absolute security.
  • You are responsible for ensuring that your use of our Services complies with all applicable confidentiality obligations, including attorney-client privilege.
  • You should not upload any content that you are prohibited from sharing under applicable law or professional rules.

7. Payment Terms

If you subscribe to paid Services, you agree to pay all applicable fees as described in your service agreement. Fees are non-refundable except as expressly stated in your service agreement or required by law.

  • Fees are due in accordance with your billing cycle.
  • We may change our fees upon 30 days' notice.
  • Late payments may result in suspension or termination of Services.
  • You are responsible for all taxes associated with your use of the Services.

8. Term and Termination

These Terms remain in effect until terminated. You may terminate by discontinuing use of our Services and closing your account. We may terminate or suspend your access immediately, without prior notice, for any reason, including breach of these Terms.

Upon termination:

  • Your right to use the Services will cease immediately.
  • You may request export of Your Content within 30 days of termination.
  • We will delete Your Content within 30 days after termination or export, whichever is later.
  • Provisions that by their nature should survive termination will survive (including Sections 4, 9, 10, 11, 12, 14, 15, and 16).

9. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

  • IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
  • WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
  • WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT OR AI-GENERATED OUTPUT.
  • WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

  • No Consequential Damages: IN NO EVENT SHALL ELCARA, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  • Cap on Liability: OUR TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100 USD).
  • No Liability for Third-Party Actions: WE ARE NOT LIABLE FOR ANY ACTIONS, CLAIMS, OR DAMAGES ARISING FROM THIRD PARTIES, INCLUDING YOUR CLIENTS, OPPOSING PARTIES, COURTS, OR REGULATORY BODIES.
  • No Liability for Professional Decisions: WE ARE NOT LIABLE FOR ANY DECISIONS YOU MAKE OR ACTIONS YOU TAKE BASED ON THE USE OF OUR SERVICES, INCLUDING ANY LEGAL, FINANCIAL, OR BUSINESS DECISIONS.

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Indemnification

You agree to defend, indemnify, and hold harmless Elcara and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

  • Your use of the Services.
  • Your violation of these Terms.
  • Your violation of any applicable law or regulation.
  • Your violation of any third-party rights, including intellectual property or privacy rights.
  • Any claim by a third party (including your clients) related to your use of the Services or any output generated through the Services.
  • Any professional malpractice or negligence claims related to your professional services.
  • Your Content or any content you process through the Services.

12. Assumption of Risk

You expressly acknowledge and assume the following risks:

  • AI technology is evolving and may produce unexpected results.
  • No technology can guarantee 100% accuracy or security.
  • Laws and regulations regarding AI use in legal practice are evolving and may vary by jurisdiction.
  • You are solely responsible for ensuring your use of AI tools complies with applicable professional responsibility rules and ethical obligations.
  • The use of AI tools may create new or different risks that are not fully known or understood at this time.

13. Service Availability

We strive to maintain high availability of our Services but do not guarantee uninterrupted access. We may modify, suspend, or discontinue any part of the Services at any time without notice. We are not liable for any modification, suspension, or discontinuation of the Services.

14. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the United Arab Emirates, without regard to conflict of law principles. Any disputes not subject to arbitration shall be resolved exclusively in the courts of Abu Dhabi, UAE, and you consent to personal jurisdiction in such courts.

15. Dispute Resolution and Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

15.1 Binding Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by the Abu Dhabi Commercial Conciliation and Arbitration Centre (ADCCAC) in accordance with its rules. The arbitration shall be conducted in English, and the seat of arbitration shall be Abu Dhabi, UAE.

15.2 Class Action Waiver

YOU AGREE THAT ANY ARBITRATION OR PROCEEDING SHALL 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.

15.3 Exceptions

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent infringement of intellectual property rights.

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy and any applicable service agreements, constitute the entire agreement between you and Elcara regarding the Services.

16.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

16.3 Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

16.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

16.5 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including natural disasters, acts of war, terrorism, pandemics, or government actions.

16.6 Notices

We may provide notices to you via email, posting on the Services, or other reasonable means. You agree to keep your contact information current.

17. Changes to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the "Last updated" date. Your continued use of the Services after any changes constitutes acceptance of the modified Terms.

18. Contact Information

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

Elcara

Email: legal@elcara.xyz

General Inquiries: info@elcara.xyz

By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.