Terms of Service

These Terms of Service (the “Terms”) are a binding agreement between Belltech Systems, Inc., doing business as AskFirmBrain (“AskFirmBrain,” “we,” “us,” or “our”), and the organization or person accepting these Terms (“Customer,” “you,” or “your”). These Terms govern access to and use of the AskFirmBrain hosted software, websites, support, and related services (collectively, the “Services”).

If you accept these Terms for an organization, you represent that you have authority to bind it. If you do not agree, do not access or use the Services.

1. Agreement and order of precedence

Your agreement with us consists of these Terms, any order form or subscription confirmation identifying your plan and fees (an “Order”), the Acceptable Use and Upload Policy, the Privacy Policy, and any Data Processing Addendum signed or expressly incorporated by the parties (the “DPA”). If documents conflict, the following order applies: the DPA for personal-data processing, an Order, these Terms, and the Acceptable Use and Upload Policy.

2. Eligibility and accounts

You must be legally capable of entering a contract and use the Services for business or professional purposes. You must provide accurate account information, protect credentials, promptly notify us of suspected unauthorized access, and ensure each account is used only by its assigned user. Customer administrators control Authorized Users, roles, permissions, and workspace settings and are responsible for their users’ activity.

3. Subscription and license

Subject to this agreement and payment of applicable fees, we grant Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term for its Authorized Users to access and use the Services for Customer’s internal business operations.

Plans may include limits on users, storage, search-ready pages, files, AI usage, or other capacity. Usage above plan limits may require an upgrade, additional fees, or reduced availability of the affected feature. We may make reasonable changes to the Services, but will not materially reduce the core functionality of a paid subscription during its then-current term without notice.

4. Customer Data and permissions

“Customer Data” means documents, files, prompts, questions, instructions, account data, and other content submitted to or generated for Customer through the Services. As between the parties, Customer retains its rights in Customer Data. Customer grants us a limited right to host, copy, transmit, index, retrieve, display, and otherwise process Customer Data only as needed to provide, secure, maintain, and support the Services, follow Customer’s instructions, and comply with law.

Customer represents that it has all rights, permissions, notices, and lawful bases needed to submit and process Customer Data. Customer is responsible for deciding what to upload, configuring access, maintaining appropriate source records, and complying with professional, confidentiality, privacy, record-retention, and regulatory duties.

5. Privacy and data processing

Our Privacy Policy explains how we handle account, website, and service information. When we process personal data in Customer Data on Customer’s behalf, Customer acts as controller or business and we act as processor or service provider, as those terms apply. A DPA is available for eligible customers and controls over these Terms for that processing.

Customer must not submit protected health information regulated by HIPAA unless the parties have signed a Business Associate Agreement. The standard Services and these Terms do not constitute a Business Associate Agreement.

6. AI features and professional review

The Services use artificial intelligence and retrieval technologies to generate answers, drafts, summaries, citations, checklists, and other output (“Output”). Output may be inaccurate, incomplete, outdated, or unsuitable for a particular matter. Citations may not always be available and do not eliminate the need to inspect the underlying source.

The Services and Output do not provide tax, accounting, legal, financial, investment, or other professional advice. Customer is solely responsible for reviewing Output, verifying it against authoritative sources and Customer Data, applying qualified professional judgment, and approving it before use or disclosure. Customer must not represent unreviewed Output as professionally verified advice.

To the extent permitted by law, Customer may use Output for its internal business purposes, subject to any rights in source material and the inherently non-exclusive nature of AI-generated content. Similar output may be generated for others.

7. Acceptable use

Customer and its users must comply with the Acceptable Use and Upload Policy. They may not reverse engineer the Services except where law prohibits that restriction; resell or provide the Services as a service bureau without written permission; bypass security, access, or usage controls; introduce malicious code; conduct unauthorized security testing; access another customer’s data; use the Services unlawfully; or use Output to make fully automated decisions that produce legal or similarly significant effects without legally required safeguards and human review.

8. Third-party services

The Services rely on third-party cloud and technology providers, including Microsoft Azure services. Third-party services may be subject to their own terms and may change. We are responsible for our contractual obligations, but are not responsible for third-party products Customer separately enables, acquires, or connects to the Services.

9. Fees, billing, renewal, and cancellation

Fees, billing frequency, included capacity, and the initial subscription term are shown in the applicable Order or purchase flow. Unless an Order says otherwise, subscriptions are billed monthly in advance and automatically renew for successive monthly terms until canceled. Customer authorizes us and our payment processor to charge the selected payment method for recurring fees and applicable taxes.

Customer may cancel at any time by contacting support@AskFirmBrain.com. Cancellation takes effect at the end of the then-current paid term, and access continues through that date unless the account is suspended or terminated for cause. Fees are non-refundable and non-creditable except where required by law or expressly stated in an Order. We may change fees for a future renewal term by giving reasonable advance notice.

Customer is responsible for applicable sales, use, excise, value-added, or similar taxes, excluding taxes on our net income. We may suspend paid features after reasonable notice if undisputed fees are overdue.

10. Confidentiality

Each party may receive nonpublic information that should reasonably be understood as confidential (“Confidential Information”). Customer Data is Customer’s Confidential Information. The receiving party will use Confidential Information only to perform or exercise rights under this agreement, protect it using reasonable care, and disclose it only to personnel and service providers who need to know it and are bound by confidentiality obligations.

Confidential Information excludes information the receiving party can demonstrate was lawfully known without restriction, becomes public without breach, is received lawfully from another source without duty, or is independently developed. A receiving party may disclose information when legally required after giving notice where permitted and reasonably limiting the disclosure.

11. Security

We maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data. No service can guarantee absolute security. Customer is responsible for secure account configuration, appropriate user access, credential protection, endpoint security, and promptly reporting suspected incidents. Current public security information is available on our Security page.

12. Intellectual property and feedback

We and our licensors retain all rights in the Services, software, documentation, designs, models, workflows, and improvements, excluding Customer Data. No rights are granted except those expressly stated. If Customer provides ideas or feedback, Customer grants us a worldwide, perpetual, irrevocable, royalty-free right to use it without identifying Customer or disclosing Customer Confidential Information.

13. Suspension

We may suspend access to the extent reasonably necessary to prevent or address a security threat, unlawful activity, material breach, harm to the Services or others, or nonpayment. When practicable, we will give notice and an opportunity to cure. We will limit suspension to the affected access or feature where reasonably possible.

14. Term and termination

These Terms begin when first accepted or used and continue while Customer has access to the Services. Either party may terminate for material breach if the breach is not cured within 30 days after written notice, or immediately if the breach cannot reasonably be cured. Either party may terminate if the other becomes insolvent or enters bankruptcy proceedings that are not dismissed within 60 days.

Upon termination, Customer’s right to use the Services ends. Before termination becomes effective, Customer should export Customer Data using available functionality or contact us for reasonable assistance. We may delete Customer Data after termination in accordance with the Privacy Policy, applicable Order, and DPA, subject to legal retention duties and backup cycles. Accrued payment obligations and provisions that by their nature should survive—including confidentiality, ownership, disclaimers, liability limits, indemnity, and dispute provisions—survive.

15. Warranties and disclaimers

We warrant that the Services will materially conform to our then-current documentation under normal authorized use. Customer’s exclusive remedy for breach of this warranty is for us to use commercially reasonable efforts to correct the nonconformity; if we cannot, Customer may terminate the affected Services and receive a prorated refund of prepaid fees for the unused terminated period.

EXCEPT FOR THE EXPRESS WARRANTY ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES OR OUTPUT WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR SUITABLE FOR CUSTOMER’S PROFESSIONAL OBLIGATIONS.

16. Indemnification

Customer will defend, indemnify, and hold harmless AskFirmBrain and its officers, directors, employees, and affiliates from third-party claims, damages, and reasonable costs arising from Customer Data, Customer’s unlawful or unauthorized use of the Services or Output, Customer’s violation of Sections 4, 6, or 7, or Customer’s breach of applicable law or professional duties. We will promptly notify Customer and provide reasonable cooperation. Customer may not settle a claim in a manner that admits our fault or imposes nonmonetary obligations on us without our consent.

17. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY.

EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS, A PARTY’S INDEMNIFICATION OBLIGATIONS, A PARTY’S FRAUD OR WILLFUL MISCONDUCT, OR LIABILITY THAT CANNOT LEGALLY BE LIMITED, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

These allocations apply regardless of the legal theory and are an essential basis of the agreement.

18. Governing law and disputes

Washington law governs this agreement, without regard to conflict-of-law rules. The state and federal courts located in King County, Washington have exclusive jurisdiction, and each party consents to venue and personal jurisdiction there. Before filing a claim, a party will give written notice and allow 30 days for good-faith resolution, except that either party may seek immediate injunctive relief for misuse of intellectual property, Confidential Information, or security controls.

19. Changes to these Terms

We may update these Terms to reflect changes in law, security practices, or the Services. We will post the updated version and revise the effective date. For a material change that adversely affects an existing paid subscription, we will provide reasonable advance notice, and the change will generally take effect at the next renewal unless earlier application is required by law or needed to address an urgent security risk.

20. General terms

Neither party may assign this agreement without the other’s consent, except to an affiliate or in connection with a merger, reorganization, sale of substantially all assets, or change of control, provided the assignee assumes the obligations. We may use subcontractors and remain responsible for our obligations. Neither party is liable for delay caused by events beyond its reasonable control, except payment obligations. Notices must be in writing and may be sent electronically; notices to us must go to support@AskFirmBrain.com. This agreement is the entire agreement concerning the Services and supersedes prior discussions. Amendments must be in writing or made as permitted by Section 19. Waivers must be explicit and are not continuing. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder remains effective. The parties are independent contractors, and there are no third-party beneficiaries.

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