These Terms of Service (“Terms”) apply to all users of the Arcline platform (“Customers”), including individuals, small-businesses, and Enterprise Customers. An 'Enterprise Customer' is any Customer that is a legal entity meeting one or more of the following criteria: (a) employs one thousand (1,000) or more employees; (b) is publicly listed or traded on a national securities exchange; or (c) is designated as an Enterprise Customer by Arcline. Enterprise Customers shall, in addition to these Terms of Service, be subject to a separate Enterprise Terms Master Service Agreement ("MSA"), the terms of which shall govern to the extent of any conflict with these Terms.

1. Overview

1.1 Parlai, Inc. and its subsidiaries, including Arcline AS (hereby “Arcline”), operate an alternative legal service provider platform (the “Platform”) that connects Customers with independent, licensed lawyers within Arcline’s network (“Attorneys”) and provides technology-enabled services to streamline the delivery of legal services by those Attorneys.

1.2 Our solution (the “Solution”) provides an AI-enabled information-collection and document-assembly service that prepares draft materials based on the Customer’s inputs and specifications. These AI-generated drafts are then reviewed, revised, and finalized by Attorney of Customer’s choosing before delivery to the Customer.

1.3 Legal Services provided through Arcline’s Platform are reviewed by an independent licensed Attorney prior to delivery, without exception. The Attorneys engaged through the Platform are independent contractors and are not employees or agents of Arcline.

1.4 Customer orders will be carried out in accordance with the individual Attorneys’ terms of engagement, these Terms, our Privacy Notice, and MSA, if applicable.

1.5 By accessing or using the Solution, the Customer agrees to be bound by these Terms, effective on the date of first use of the Platform (the “Effective Date”).

2. Scope and Limitations

2.1 Arcline is not a law firm and does not provide legal advice or legal services. Arcline’s Platform is not a substitute for the advice of an attorney. All legal services delivered via the Platform are the sole responsibility of the individual Attorney who reviews and delivers it.

2.2 Arcline does not assign or direct Customers to any particular Attorney. Customers select the Attorneys they wish to work with upon onboarding and while using the Platform, and they may change their selection at any time at their discretion. The Customer shall be directly responsible for the legal fees and expenses of the Attorney selected, even if, for administrative convenience, invoices are processed through Arcline. The relationship between Customers and Attorneys is governed by the Attorney’s terms of engagement provided to the Customer before legal services are delivered.

2.3 All Attorney exercise independent professional judgment without direction or influence by Arcline, and each Attorney is fully and solely accountable for the quality, accuracy, timeliness and compliance of the legal advice and deliverables provided.

2.4 The scope, availability, and methodology of the services may evolve over time. Arcline accepts no liability for any changes in the manner or scope of the services, nor for any claims, losses, or damages arising from the Customer’s use of the services beyond the expressly agreed purpose.

2.5 DISCLOSURE: Arcline does not supervise or control the legal services provided by any attorney. Arcline will not (i) exercise any control or influence over the exercise of an attorney’s professional judgment in representing their clients, (ii) dictate or attempt to limit or extend the amount of time any attorney spends working for a Customer, (iii) attempt to cause any attorney to breach their duty to preserve client confidences and secrets, nor (iv) attempt to require any attorney to take any matter in which there is a potential conflict of interest.

2.6 The Customer acknowledges that Arcline uses artificial intelligence (“AI”) in connection with the provision of the Solution. AI tools are used to prepare draft documents, analyze information, and streamline workflows. No AI-generated output is delivered to the Customer without prior review by the independent licensed attorney handling the matter.

3. Identification Control

3.1 Arcline may be required to collect and verify Customer identification and company documentation on behalf of the Attorneys on the Platform, both at the start and during the engagement. The Customer must provide accurate, updated information and promptly report any changes. Information is stored and deleted as required by law.

3.2 If information is missing or incorrect, Arcline may terminate the engagement with immediate effect.

4. Payment

4.1 Arcline’s platform services are provided at no cost or at the applicable price stated on the Arcline website (www.arcline-ai.com). For Enterprise Customers, pricing and fee arrangements are set forth in the applicable MSA.

4.2 The fee engagement for legal services is managed directly between each Customer and their chosen Attorney. Arcline plays no role in negotiating the terms of any legal services agreement between the lawyer and the Customer. Likewise, Arcline plays no role in the ultimate decision of either party to accept or continue an engagement.

4.3 The demands, needs, and preferences of each Customer will vary, but may include a desire for experience in specific document types and/or in specific industries. However, most cases submitted over the Platform are priced on a fixed-fee basis, and Arcline collects deposits, retainers, and payment on behalf of the Attorneys.

4.4 Overdue amounts accrue interest at the rate of 5% per month or at the highest rate allowed by law, whichever is lower.

5. Intellectual Property

5.1 All intellectual property rights in documents and other work delivered to the Customer in connection with the use of the Solution belong to either Arcline or the individual Attorney or their firm, subject to any limitations imposed by rules of professional conduct or other laws governing the Attorney’s practice of law.

5.2 All rights to the Solution, including design, code, build-up, technical features, digital infrastructure, solution characteristics and features, solution-created output and content, and related intellectual property, remain with Arcline or its affiliates.

5.3 Arcline grants the Customer a limited, non-exclusive, revocable license to use the Solution during the term solely for the purpose of acquiring legal services.

5.4 The Customer may not modify, reverse-engineer, or transfer the Solution to any third party.

5.5 The Customer shall not remove or alter any proprietary notices or logos contained in the Solution.

5.6 The Customer must notify Arcline of any suspected infringement of its Intellectual Property Rights.

6. Confidentiality

6.1 Each lawyer engaged for a matter through Arcline owes a professional duty of confidentiality to the Customer under the relevant Bar Association’s Rules.

6.1.1 For U.S.-based attorneys, the applicable state bar’s rules of professional conduct and any other applicable federal, state, or ethical requirements govern the attorney’s duty of confidentiality.

6.2 Arcline is not a law firm, does not provide legal services, and therefore is not subject to the regulations identified in Section 6.1, but treats all Customer information as strictly confidential to the same extent as required by Attorneys. Arcline follows strict confidentiality and information security protocols designed to prevent access by unauthorized individuals and third parties.

6.4 Unless otherwise agreed, Arcline may share information with personnel in Arcline or Attorneys, and with third-party advisers, only as necessary to perform the engagement, to comply with legal or regulatory duties (including AML/KYC obligations). All recipients are bound by equivalent confidentiality obligations and appropriate security measures. Disclosures required by law may be made without further notice.

7. Document Handling and Retention

7.1 Arcline may be requested to archive legal matters at the direction of Attorney. For instance, this could be for up to ten (10) years in accordance with applicable legal archiving obligations.

7.2 Arcline may delete personal data when both (a) the Customer has left the platform and requested deletion, and (b) the responsible Attorney has exported the data for separate archiving or disposal.

7.3 The Customer’s matter information, inputs, outputs, embeddings and training data:

• are not available to other Customers;

• are not available to foundational model providers like OpenAI, DeepMind or Anthropic;

• are not available to any Attorneys other than those identified by Customers or associated by Attorneys;

• are not used to improve foundational model providers like OpenAI, DeepMind or Anthropic;

• are not used to improve cloud providers’ or third-party products.

7.4 As set forth in the introduction to these Terms, Enterprise Customers governed by a separate MSA are subject to the data use and intellectual property terms of that agreement to the extent of any conflict with this Section 7.

7.5 Customer retains ownership of Customer Data. Subject to Section 7.4 above, these Terms and Arcline’s Privacy Policy, the Customer grants Arcline and orneys’ document-retention obligationsits Affiliates (including any parent, subsidiary, or other entity under common control), and each of their respective successors, assigns, and permitted subcontractors, service providers, and sub-processors engaged to support the foregoing, an irrevocable, perpetual, worldwide, transferable, sublicensable, non-exclusive, royalty-free right to access, use, host, copy, reproduce, process, modify, create derivative works from, disclose, distribute, and otherwise exploit Customer Data and case materials for any purpose related to (i) providing, maintaining, supporting, securing, and improving the Solution and Arcline’s services (including templates, workflows, internal knowledge management, analytics, and service quality) and (ii) developing, training, fine-tuning, testing, validating, and improving machine-learning systems and foundational models (including large language models) and related features. Arcline will implement appropriate technical and organizational measures and will anonymize, de-identify, and/or redact personal data prior to using Customer Data for such product, service, or model improvement. For clarity, the rights granted in this Section are fully assignable and transferable, including in connection with (or in contemplation of) any merger, acquisition, change of control, reorganization, or sale of all or substantially all of Arcline’s assets, and Customer represents and warrants that it has obtained, and will maintain, all rights, permissions, and consents necessary to grant the rights in this Section. Customer retains ownership of Customer Data; Arcline acquires no ownership interest other than the rights expressly granted herein. This Section survives termination of the Agreement.

7.6 Section 7.5 does not apply to Enterprise customers, where the access to Customer Data is provided solely to improve the Solution.

8. Privacy

Arcline is the controller of personal data processed in connection with the engagement and will process it only to fulfill this Agreement and in accordance with applicable federal, state, and local data protection laws and regulations of the United States. If the Customer provides personal data about others, the Customer warrants a valid lawful basis and that any required notices have been given. Questions may be directed to the responsible counsel. For details, see Arcline’s Privacy Policy.

9. Limitation of Liability

Arcline’s total liability under this engagement shall not exceed the total subscription fees paid by the Customer to Arcline during the twelve (12) months immediately before the event giving rise to the claim. For clarity, legal fees paid or owed to lawyers are not included in this calculation. Arcline is not liable for any indirect, consequential, special, or punitive losses, including loss of profit, revenue, goodwill, or opportunity. Notwithstanding the foregoing, the limitation of liability applicable to Enterprise Customers shall be as set forth in their MSA to the extent of any conflict with this Section.

10. Right to Lodge Complaints

10.1 The Customer may request an assessment of whether the engagement of an individual lawyer through Arcline complies with the applicable rules of professional conduct and code of ethics in the relevant jurisdiction (including any applicable bar association rules) and may also file a complaint regarding fees. The relevant disciplinary bodies generally cannot assess the quality of the legal work performed.

10.2 Complaints regarding the Solution shall be submitted in writing to contact@arcline-ai.com.

11. Conflicts of Interest

11.1 Arcline’s attorneys are not formally affiliated in any respect other than through their participation on the Arcline platform. They do not share office space or practice together as partners or employees or in any other formal organizational or legal structure. They do not pool or share revenues or profits. Each attorney is responsible for protecting the confidentiality of information relating to each Customer engagement and, except where more than one attorney is engaged on a particular Customer engagement, the attorneys do not share or otherwise have access to confidential Customer information or files of any other Arcline attorney or their clients.

11.2 Conflicts of interest are not attributed among Arcline’s attorneys because Arcline’s attorneys are not employed in a “firm” as that term is defined in the applicable Rules of Professional Conduct. Each attorney is attributed only with their own past and present client representations and is not treated as having represented any client of any other Arcline attorney for conflict-checking purposes.

12. Choice of Law and Dispute Resolution

These Terms and the engagement are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-law principles. Any disputes arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in the State of Delaware, and each party consents to the personal jurisdiction of such courts.

13. Changes to Terms

Arcline may amend these Terms at any time with immediate effect. The applicable version is available at www.arcline-ai.com. Notwithstanding the foregoing, any amendment to these Terms shall not override or modify any previous engagements with Customers or conflicting provision of an Enterprise Customer's MSA unless expressly agreed in writing by the parties to such MSA.