Terms of Service

Effective Date: January 26, 2026These Terms of Use (“Terms”) are a legally binding agreement between generAIt Solutions, LLC, an Illinois limited liability company (“Company,” “we,” “us,” or “our”), and the business entity accepting these Terms (“Client”) and its authorized personnel (“Authorized Users”) who access or use the Site or Services.By accessing or using the Site or Services, clicking to accept (including through an in-product click-to-accept flow), or by allowing any Authorized User to access or use the Services, Client agrees to be bound by these Terms. If you are accepting on behalf of a business, you represent you have authority to bind that business.If Client does not agree to these Terms, Client may not access or use the Site or Services.1. Definitions1.1 “Site” means our public website located at https://generaitsolutions.com, https://app.generaitsolutions.com and any related web pages.1.2 “Services” means the Company-hosted platform and related services that provide AI assisted drafting and review workflows for environmental due diligence and related documentation, including the Phase I Agent and any related features we make available.1.3 “Organization” means Client’s workspace in the Services under which Authorized Users and Projects are managed.1.4 “Authorized User” means an individual that Client authorizes to access and use the Services under Client’s Organization.1.5 “Client Content” means materials, files, documents, data, prompts, text, images, and other content that Client or its Authorized Users upload to, submit to, or otherwise provide through the Services.1.6 “Output” means content generated by the Services in response to Client Content or Authorized User inputs.1.7 “Project Number” means the unique identifier assigned to a project within the Services (for example, Client’s internal project number).1.8 “Completed Report” means any Agent work completed under a single Project Number, including Subject Property database review, Surrounding Properties database review, and/or document reviews. A Completed Report is considered complete only when the Project is marked complete in the Services. If a Project is inactive for fourteen (14) consecutive days, it will be automatically marked complete for accurate usage tracking.1.9 “Order Documents” means any proposal, order form, statement of work, or similar document executed by Company and Client that references the Services.2. Scope; Order of Precedence2.1 Scope. These Terms govern Client’s and Authorized Users’ access to and use of the Site and Services.2.2 Order of Precedence. If there is a conflict between these Terms and an Order Document, the Order Document controls only with respect to pricing, payment timing, and any expressly stated commercial terms. These Terms control for all other matters. For clarity, an Order Document will not modify or override Sections 6 (Acceptable Use and Restrictions), 7 (Client Content and Output), 8 (Confidentiality), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), or 15 (Dispute Resolution) unless the Order Document expressly states it is overriding specific section numbers of these Terms.2.3 Proposals; Purchase Orders. Order Documents must be signed by authorized representatives of both parties. Any purchase order or similar document issued by Client is for administrative convenience only and will not modify these Terms or an Order Document unless Company expressly agrees in writing.3. Eligibility; Business Use Only3.1 Business Customers Only. The Site and Services are offered only for business customers. Consumers are not permitted to create accounts or use the Services.3.2 Authority. Client represents and warrants that it is a validly existing business entity and that each person using the Services on Client’s behalf is an Authorized User.4. Accounts; Organizations; Authorized Users4.1 Provisioned Accounts. Accounts are provisioned by Company after a sales process. Authorized Users may include Client’s employees, contractors, and other personnel acting on Client’s behalf. Client is responsible for ensuring that all Authorized Users comply with these Terms.4.2 Acceptance by Authorized Users. By accessing or using the Services, each Authorized User agrees to these Terms. Client is responsible for ensuring its Authorized Users understand and comply with these Terms.4.3 One Login Per Person; No Sharing. Each Authorized User must have their own unique login credentials. Client may not permit login sharing or credential reuse across individuals.4.4 Organization Visibility. Authorized Users may be able to view Projects and Outputs created by other Authorized Users within the same Organization.4.5 Security. Client is responsible for maintaining the confidentiality of credentials and for all activity under its Organization, including any fees incurred through usage.4.6 Client Responsibility. Client is responsible for its Authorized Users’ actions and omissions and any breach of these Terms by an Authorized User.4.7 Admin Contact. Client will designate at least one administrative contact for the Organization (name and email) for billing and notices and will keep such information current. Company may rely on the admin contact information on file for purposes of providing notices under these Terms.5. Fees; Invoicing; Taxes; Refunds5.1 Setup Fee. Client will pay a setup fee in the amount stated in the applicable Order Document.5.2 Usage Fees. Unless otherwise stated in an Order Document, Client will be charged usage fees for each Completed Report, billed once per Project Number. Usage fee rates and any other fees are as set forth in the applicable Order Document. Client will not be charged again for the same Project Number unless a new Project Number is created.5.2A Accurate Project Numbers. Client is responsible for ensuring Project Numbers are accurate and correspond to a single real-world project. If Client reuses a Project Number for multiple distinct real-world projects, Company may reasonably treat each distinct project as a separate Project Number for billing and usage tracking purposes.5.2B Completion Status and Billing Trigger. A Completed Report is billable when the Project is marked complete in the Services, including when a Project is automatically marked complete after fourteen (14) consecutive days of inactivity. If Client later continues work under the same Project Number after completion, it will not create an additional usage fee unless Client creates a new Project Number (subject to Section 5.2A).5.3 Invoicing; Net 30. Company will invoice Client monthly in arrears based on usage during the prior month. Payment is due within 30 days of the invoice date.5.4 Disputed Amounts. If Client disputes an invoice in good faith, Client must notify Company in writing within 15 days of the invoice date, describing the basis of the dispute in reasonable detail, and must pay any undisputed portion by the due date.5.4A Corrections. Company may correct clerical errors, calculation errors, or other obvious mistakes in invoices or pricing displays (including errors caused by system issues). If Company issues a corrected invoice, Client will pay the corrected amount by the later of (a) the original due date or (b) 15 days after receipt of the corrected invoice. Company will act reasonably and, upon request, provide supporting usage records consistent with Section 5.8.5.5 Late Payments. Past due amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client will reimburse Company for reasonable costs of collection.5.6 Taxes. Fees are exclusive of all taxes, levies, and duties (including sales, use, VAT, and similar taxes), except taxes based on Company’s net income. Client is responsible for all applicable taxes.5.6A Collections Communications. Company may send reminders and other communications relating to invoices, overdue amounts, and collections to Client’s admin contacts and other Authorized Users involved in billing. Client authorizes such communications and agrees they do not violate any internal policies or requested communication preferences.5.7 Refunds. Refunds, if any, are offered at Company’s discretion on a case-by-case basis, unless otherwise required by law or expressly stated in an Order Document.5.8 Usage Records; Verification. Company may track and record usage of the Services through system logs and other telemetry for purposes of providing the Services, billing, security, support, and compliance. Company’s usage records will be the basis for invoices unless Client can demonstrate a material error. Company may review usage logs and related records to verify billing, investigate suspected misuse, or confirm compliance with these Terms, and Client will reasonably cooperate with such efforts.6. License; Acceptable Use; Restrictions6.1 License to Use the Site and Services. Subject to these Terms and timely payment of applicable fees, Company grants Client a limited, non-exclusive, non-transferable, non-sublicensable right during the term to access and use the Services for Client’s internal business purposes through its Authorized Users.6.2 Restrictions. Client will not, and will not permit any Authorized User or third party to:copy, modify, or create derivative works of the Site or Services (except as permitted through normal use of the Services);reverse engineer, decompile, disassemble, or otherwise attempt to discover source code or underlying models, workflows, or algorithms;access the Services in order to build, train, or improve a competing product or service, including using Output or Services to train or fine-tune models;scrape, harvest, crawl, or use automated tools to access the Site or Services other than through Company-provided functionality;interfere with or disrupt the integrity or performance of the Site or Services;upload, transmit, or store malware or other harmful code;upload the entire environmental database report. Authorized Users will only upload the excerpts reasonably necessary for the Services to generate the applicable sections or workflows;use the Site or Services for unlawful, infringing, deceptive, or abusive purposes;remove or obscure any proprietary notices;sell, resell, lease, or provide the Services as a standalone service bureau to any third party.6.2A Suspected Competitive Use. If Company reasonably suspects Client or any Authorized User is using the Services or Output to build, train, or improve a competing product or service, Company may (a) immediately suspend access in whole or in part, (b) require Client to provide a written certification of compliance and any information reasonably necessary to confirm compliance, and (c) pursue injunctive or equitable relief as described in Section 15.3.6.2B Benchmarking. Client will not publish or disclose to any third party any performance, load, benchmark test results, or other comparative metrics relating to the Site or Services without Company’s prior written consent.6.3 Compliance with Law and Professional Standards. Client is responsible for ensuring its use of the Services complies with applicable laws, professional standards, and client requirements.6.4 Suspension for Investigation. Company may immediately suspend access to the Services, in whole or in part, if Company reasonably believes (a) Client is in breach of these Terms or an Order Document, (b) Client’s access poses a security risk, (c) Client’s access could adversely impact the Services or other customers, (d) required by law or a governmental request, or (e) Client has failed to pay undisputed fees when due. Company may suspend while it investigates and may restore access at its discretion. If access is suspended for nonpayment, Company has no obligation to continue providing the Services during the suspension period, and Company’s data retention and deletion obligations remain as stated in Section 9.6.5 No Sensitive Data. Client will not upload, submit, or otherwise provide through the Services any (a) Social Security numbers, passport numbers, driver’s license numbers, or other government-issued identifiers, (b) payment card data or other sensitive financial account credentials, (c) protected health information regulated by HIPAA, (d) biometric identifiers or biometric information, (e) precise geolocation data of individuals, or (f) any other information that is subject to heightened security requirements under applicable law or industry standards (collectively, “Sensitive Data”). If Client or an Authorized User uploads Sensitive Data in error, Client will promptly notify Company, and Company may delete such Sensitive Data and/or suspend access as needed to protect the Services and other customers.6.6 Intellectual Property Complaints and Takedown. If you believe any content made available through the Services infringes your intellectual property rights, you may send a written notice to mfiorante@generaitsolutions.com that includes (a) a description of the intellectual property right claimed to be infringed, (b) identification of the material you believe is infringing and where it is located in the Services, (c) your name and contact information, and (d) a statement that you have a good faith belief the use is not authorized by the rights owner, its agent, or the law. Company may, in its discretion, remove or disable access to the material and may suspend or terminate accounts of repeat infringers.7. Client Content; Output; Ownership7.1 Client Content Ownership. As between the parties, Client retains all right, title, and interest in and to Client Content.7.2 License to Process Client Content. Client grants Company and its service providers a limited license to host, store, reproduce, process, transmit, and display Client Content solely to provide, secure, maintain, and support the Services, including for debugging, quality assurance, security, compliance, troubleshooting, and customer support.7.2A Client Representations About Client Content. Client represents and warrants that it has, and will ensure its Authorized Users have, all rights, permissions, and consents necessary to upload, submit, and use Client Content in connection with the Services, including any third party materials. Client further represents and warrants that providing Client Content to Company will not violate any law, contract, or confidentiality or non-disclosure obligations owed to any third party.7.2B No Endorsement of Third Party Content. Company does not review, verify, or endorse any third party content included in Client Content (including third party reports). Client is solely responsible for obtaining all rights and permissions to use such content and for any obligations associated with it.7.2C Client Templates and Style Guides. If Client provides Company with templates, formatting requirements, or style guides as Client Content for purposes of configuring the Services for Client, Client grants Company a limited license to use those materials solely to provide and configure the Services for Client. Company will not use Client-provided templates or style guides to configure services for other customers, except to the extent the materials are publicly available or Client provides written permission.7.3 Aggregated and De-Identified Analytics. Company may create and use aggregated, de-identified, or anonymized data and analytics derived from use of the Services (for example usage volume, feature adoption, and performance metrics) for operating, protecting, and improving the Services and Company’s business, provided such data and analytics do not identify Client, Authorized Users, or disclose Client Content or Output.7.3A No Training of General-Purpose Models. Company will not use Client Content to train publicly available or general-purpose machine learning models without Client’s express written permission. Company may use Client Content as permitted in Section 7.2 to provide, secure, support, and improve the Services, including through aggregated and de-identified analytics as described in Section 7.3.7.4 Output Ownership. As between the parties, Client owns the Output to the extent ownership rights vest under applicable law. To the extent any Output does not vest in Client by operation of law, Company assigns to Client all of Company’s right, title, and interest, if any, in such Output.7.5 Company Technology. Company retains all right, title, and interest in and to the Site and Services, including all software, workflows, user interfaces, templates provided by Company, know-how, and all improvements and derivatives thereof. Except as expressly stated, no rights are granted.7.6 Output Use and Sharing. Client may use Output internally and in Client’s deliverables to its own customers. Client may not resell, sublicense, publish as a standalone product, or provide Output to third parties for the purpose of training models or building competing products.7.6A Exports. The Services may allow Client to export or download Output (for example, in document formats). Client is solely responsible for securing, storing, and controlling access to any exported files outside the Services, including compliance with Client’s own security and retention obligations.7.7 Feedback. If Client provides feedback, suggestions, or ideas about the Site or Services, Company may use them without restriction or obligation, and Client should not provide feedback it considers confidential.7.8 Customer Reference. Client grants Company a limited, non-exclusive permission to use Client’s name and logo solely to identify Client as a customer of the Services, provided such use is truthful and not misleading. Client may withdraw this permission at any time by written notice, in which case Company will stop such use within a reasonable time. Company will obtain Client’s prior approval for more prominent marketing, such as case studies, press releases, or public relations announcements featuring Client. If Client provides written notice that it does not consent to any customer reference use (a “No Publicity Notice”), then Company will not use Client’s name or logo under this Section 7.8.8. Confidentiality8.1 Confidential Information. “Confidential Information” means all non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is marked confidential or that reasonably should be understood to be confidential, including business, financial, product, technical, and security information. Client Content is Client’s Confidential Information. The Services (excluding Client Content and Output) and non-public details of Company’s technology are Company’s Confidential Information.8.2 Obligations. The Receiving Party will (a) use Confidential Information only to perform under these Terms and any Order Documents, (b) protect it using at least reasonable care, and (c) limit access to employees, contractors, and service providers with a need to know for purposes of performing under these Terms who are bound by confidentiality obligations at least as protective as those in these Terms. The Receiving Party will not disclose Confidential Information to any other third party without the Disclosing Party’s prior written consent, except as expressly permitted under these Terms.8.3 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate (a) is or becomes public through no breach, (b) was known without restriction before receipt, (c) is independently developed without use of the Confidential Information, or (d) is rightfully received from a third party without breach.8.4 Compelled Disclosure. If the Receiving Party is required by law to disclose Confidential Information, it will (to the extent legally permitted) provide prompt notice and reasonably cooperate with efforts to seek confidential treatment.8.5 Injunctive Relief. A breach of this Section may cause irreparable harm. The Disclosing Party may seek injunctive or equitable relief in addition to any other remedies.8.6 Duration. The Receiving Party’s obligations under this Section will continue during the term and for five (5) years after termination, except that obligations relating to trade secrets will continue for so long as such information remains a trade secret under applicable law.9. Data Retention; Deletion9.1 Client Content Deletion After Project Completion. Client Content uploaded to a Project will be deleted up to 30 days after the Project is marked complete in the Services (whether marked complete by Client or automatically marked complete after fourteen (14) consecutive days of inactivity).9.2 Output Storage. Output may remain available in the Services unless Client deletes it.9.3 Termination Deletion. After termination of an Organization or Client’s access, Company will delete the Organization and all associated data and files within 30 days, except as required to comply with law or maintain backups for security and disaster recovery, which will be handled in the ordinary course.9.4 Client Backups. Client is responsible for maintaining appropriate backups of Client Content and Output (including any exported files) that Client considers critical. Except as expressly stated in these Terms, Company is not responsible for deletion, loss, corruption, or failure to store any Client Content or Output.10. Third Party Services10.1 Third Party Providers; Subcontractors. The Services may rely on third party providers and subcontractors (including hosting, mapping, geospatial, and AI model providers) to perform certain functions. Client acknowledges that third party terms may apply to those providers. Company may use subcontractors to perform its obligations under these Terms and remains responsible for its subcontractors’ performance to the extent required by applicable law and these Terms.10.2 No Responsibility for Third Parties. Company is not responsible for third party products or services. Company does not warrant third party services and disclaims liability arising from third party failures to the fullest extent permitted by law.10.3 Security10.3.1 Safeguards. Company maintains reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Client Content.10.3.2 No Guarantee. Client acknowledges that no system can be completely secure. Company does not guarantee that the Services will be free from unauthorized access, hacking, data loss, or other security incidents.10.3.3 Client Responsibilities. Client is responsible for (a) configuring and managing Authorized User access appropriately, (b) maintaining the security of its credentials and endpoints, and (c) securing any exported files or data outside the Services.11. Disclaimers; AI Output; No Professional Advice11.1 AI Outputs May Be Incorrect and May Not Meet Standards. Output may be incomplete, inaccurate, or inappropriate for a particular purpose, and may not comply with applicable standards or requirements, including ASTM E1527-21, lender or insurer requirements, regulatory expectations, or Client’s internal quality assurance standards. Client is solely responsible for reviewing, validating, editing, and approving all Output and ensuring compliance with any applicable standards or requirements before relying on it or using it in any deliverable.11.1A Informational Characterizations Only; No Sole Reliance. Any summaries, metrics, flags, or risk characterizations generated by the Services are provided for informational drafting support only and may omit relevant facts or context. Client will not use any such item as the sole basis for conclusions, opinions, or determinations in any report or deliverable, including any statement of no further action, no recognized environmental conditions, no controlled recognized environmental conditions, no historical recognized environmental conditions, or similar conclusions, without Client’s independent review and professional judgment.11.1B No Guarantees of Compliance or Acceptance. Company does not guarantee that any Output or use of the Services will be compliant with ASTM standards, will satisfy any lender, insurer, regulator, or other third party, or will result in any particular conclusion (including any conclusion regarding recognized environmental conditions).11.2 No Environmental, Legal, or Professional Advice. Company does not provide environmental consulting services, legal advice, or other professional advice. The Services are a drafting and workflow aid. Professional judgment and responsibility remain with Client.11.2A Client Deliverables and Insurance. Client is solely responsible for its professional services, work product, reports, and deliverables provided to its end customers, including any decisions made or conclusions reached based on Output. Client is responsible for maintaining appropriate insurance coverage for its business and professional services, including professional liability and/or errors and omissions coverage, as applicable.11.3 As Is. THE SITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.11.4 No SLA. Company does not guarantee availability, uptime, or that the Services will be uninterrupted, secure, or error-free.11.5 Client-Side and Third Party Dependencies. Client acknowledges that the Services depend on Client inputs and third party services. Company is not responsible for delays, failures, or inaccuracies caused by (a) incomplete or incorrect Client Content, (b) incorrect addresses, project numbers, or other inputs, (c) Client’s networks, systems, or internet connectivity, or (d) outages or failures of third party providers (including mapping, geospatial, or AI model providers). If Output is generated for a Project Number, it may be billable as a Completed Report under Section 5 even if Client later determines inputs were incorrect.12. Limitation of Liability12.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE SITE, SERVICES, OUTPUT, OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.12.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SITE, SERVICES, OUTPUT, OR THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO COMPANY FOR THE SERVICES IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. This cap is the maximum aggregate liability for all claims, and multiple claims will not enlarge this cap.12.3 Essential Basis. The limitations in this Section are an essential basis of the bargain and apply even if a remedy fails of its essential purpose.13. Indemnification13.1 By Client. Client will indemnify, defend, and hold harmless Company and its officers, directors, employees, contractors, and affiliates from and against any third party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) Client Content, (b) Client’s or an Authorized User’s use of the Site or Services, (c) Client’s deliverables or reliance on Output, including any claims by Client’s end customers, lenders, property owners, or other third parties relating to Client’s reports or deliverables, or (d) Client’s breach of these Terms.14. Term; Termination14.1 Term. These Terms begin when first accepted and continue until terminated.14.2 Suspension. Company may suspend access to the Services as described in Section 6.4.14.2A Termination for Convenience. Company may terminate Client’s access to the Services for convenience upon at least 30 days prior written notice to Client, provided that (a) Client remains responsible for all fees accrued through the effective date of termination and (b) Company will handle deletion of data in accordance with Section 9. Company may terminate immediately if Client breaches these Terms, if required by law, or if necessary to protect the security or integrity of the Services.14.2B Termination for Cause. Company may terminate these Terms for cause if Client materially breaches these Terms and fails to cure within ten (10) days after written notice. Company may terminate immediately, without an opportunity to cure, if the breach is not curable or involves misuse of the Services, unauthorized access, or violation of Section 6.2 (Restrictions), Section 6.5 (No Sensitive Data), or Section 7.5 (Company Technology).14.3 Termination by Client. Client may terminate by providing written notice to Company, subject to payment of all accrued fees.14.4 Effect of Termination. Upon termination, Client’s right to access and use the Site and Services ends. Client remains responsible for all fees accrued through the effective date of termination. Sections intended to survive will survive, including Sections 2.2 to 2.3, 5, 6.2 to 6.6, 7 through 13, 15, 16, and 17, as applicable.15. Dispute Resolution; Arbitration15.1 Informal Resolution. Before initiating arbitration or litigation permitted under these Terms, the parties agree to first attempt to resolve the dispute informally by providing written notice describing the dispute and the relief sought and engaging in good faith discussions.15.2 Agreement to Arbitrate. Except for the carve outs in Section 15.3, any dispute, claim, or controversy arising out of or relating to these Terms, the Site, or the Services (“Dispute”) will be resolved by binding arbitration administered by JAMS.15.3 Carve Out for Injunctive and Equitable Relief. Either party may seek temporary, preliminary, or permanent injunctive relief or other equitable relief in a court of competent jurisdiction to prevent or stop (a) actual or threatened misappropriation of trade secrets, (b) breach of confidentiality obligations, (c) infringement or misuse of intellectual property rights, or (d) unauthorized access, scraping, reverse engineering, or competitive misuse of the Site or Services.15.4 Arbitration Location; Remote Hearings. The arbitration will be seated in Cook County, Illinois, unless the parties agree otherwise. Hearings may be conducted remotely when practical.15.5 Rules. The arbitration will be conducted under the JAMS Comprehensive Arbitration Rules and Procedures (or the applicable JAMS rules if another set is required), as modified by these Terms.15.6 Confidentiality of Arbitration. The parties will keep the existence and content of the arbitration confidential, except as required by law or to enforce an award.15.7 Waiver of Jury Trial and Class Actions. THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL. THE PARTIES AGREE THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.15.8 Fees and Costs. Each party will bear its own attorneys’ fees and costs. The parties will split JAMS administrative fees and the arbitrator’s fees equally (50/50), unless the arbitrator reallocates fees in an award as permitted by applicable law or these Terms.15.9 30 Day Right to Opt Out. Client may opt out of the agreement to arbitrate by sending written notice within 30 days of first accepting these Terms to mfiorante@generaitsolutions.com. The opt out notice must include Client’s legal name, the Organization name, the name and email of the sender, and a clear statement that Client is opting out of arbitration.15.10 Time Limit to Bring Claims. To the maximum extent permitted by law, any claim or cause of action arising out of or relating to these Terms, the Site, or the Services must be brought within one (1) year after the claim or cause of action arose, otherwise it is permanently barred.15.11 Court Venue for Carve Outs and Opt Out. For any action permitted to be brought in court under Section 15.3, or if Client validly opts out of arbitration under Section 15.9, the parties agree to the exclusive jurisdiction and venue of the state and federal courts located in Cook County, Illinois, and each party waives any objection to personal jurisdiction or venue in those courts.16. Miscellaneous16.1 Governing Law. These Terms and any Dispute will be governed by the laws of the State of Illinois, without regard to conflict of laws principles.16.2 Changes to Terms. Company may update these Terms from time to time. If changes are material, Company will provide notice by email or within the Services. Unless required sooner for security, legal compliance, or to prevent abuse, material changes apply prospectively. If Client does not agree to the updated Terms, Client must stop using the Services and may terminate before the effective date. Continued use on or after the effective date of the updated Terms constitutes acceptance.16.2A Changes to the Services. Company may modify, update, or discontinue any portion of the Services, including adding or removing features, changing supported file types, or changing export formats. Company will provide reasonable notice of material changes when practicable, but Company may make changes immediately if necessary for security, legal compliance, or to prevent abuse. Client’s continued use after an update constitutes acceptance of the modified Services.16.3 Electronic Communications; Operational Notices. Client consents to receive communications from Company electronically, including by email and notices within the Services. Company may send operational notices (including billing, maintenance, downtime, policy changes, and security notices) to Client’s designated admin user email addresses within the Organization, and such notices will be deemed received when sent.16.4 Assignment. Client may not assign these Terms, any Order Document, or transfer access to its Organization or the Services (including by operation of law, merger, change of control, or sale of substantially all assets) without Company’s prior written consent. Any attempted assignment without consent is void. Company may assign these Terms in connection with a merger, acquisition, sale of assets, or by operation of law.16.5 Force Majeure. Company is not liable for delays or failures due to events beyond its reasonable control.16.5A Export Controls and Sanctions. Client represents that it and its Authorized Users are not located in, under the control of, or a national or resident of any country subject to comprehensive US embargoes or sanctions, and are not identified on any US government restricted party lists. Client will not access or use, and will not permit any Authorized User to access or use, the Services in violation of applicable export control or sanctions laws or for any prohibited end use. Company may suspend or terminate access if it reasonably believes Client’s use violates this Section.16.6 Severability. If any provision is held unenforceable, the remaining provisions will remain in effect.16.6A Relationship of the Parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, employment, or franchise relationship between the parties. Client has no authority to bind Company.16.6B Interpretation. Headings are for convenience only and do not affect interpretation. The word “including” means “including without limitation.”16.7 Entire Agreement. These Terms and the Order Documents are the entire agreement between the parties regarding the Site and Services and supersede prior or contemporaneous agreements on that subject.16.7A No Third-Party Beneficiaries. These Terms are for the sole benefit of Company and Client and do not confer any rights or remedies on any third party, including Client’s customers, lenders, property owners, or other beneficiaries of Client’s deliverables. No third party may enforce any provision of these Terms.16.8 Privacy Policy. Client acknowledges that Company’s collection and use of information through the Site and Services is described in Company’s Privacy Policy, which is incorporated into these Terms by reference and is available on the Site at the privacy policy link or at a URL designated by Company (for example, a path such as /privacy-policy), as updated from time to time.16.9 Waiver. No failure or delay by either party in exercising any right, power, or remedy under these Terms operates as a waiver. Any waiver must be in writing and signed by the waiving party.17. ContactNotices by email only: mfiorante@generaitsolutions.comExhibit A: Definitions for BillingFor clarity, the following billing definitions apply unless an Order Document states otherwise:“Project Number” means the unique identifier assigned to a project within the Services (for example, Client’s internal project number). A new charge applies when a new project is created with a different Project Number.“Completed Report” means any Agent work completed under a single Project Number, including Subject Property database review, Surrounding Properties database review, and/or document reviews. The Client will be billed once per Project Number. A Completed Report is considered complete only when the Project is marked complete in the Services. If a Project is inactive for fourteen (14) consecutive days, it will be automatically marked complete for accurate usage tracking. A new charge applies only when the Client begins a new Project Number.