The AI platform for Quality of Earnings

Agreement to these terms

These Terms of Use ("Terms") govern your access to and use of the Socratics.ai website, platform, and services (the "Services"). By accessing or using the Services, or by authorizing others in your organization to do so, you agree to these Terms.

If you are entering into these Terms on behalf of a company or firm, you represent that you have the authority to bind that organization. If your organization has signed a separate written agreement with us (for example, a Master Services Agreement or Order Form), that agreement governs and controls over any conflicting term here.

The Services

Socratics.ai provides a software platform for financial due diligence and Quality of Earnings work, bringing your firm's methodology, professional judgment, data, and AI models together in one workspace. We may update, improve, or change features over time, and we may add or modify functionality as the platform develops.

Eligibility and accounts

The Services are intended for business and professional use by people who are at least 18 years old. You must provide accurate account information, keep your credentials confidential, and are responsible for all activity under your account. Notify us promptly if you believe your account has been accessed without authorization.

Your content and responsibilities

You and your firm retain all rights in the data room files, financial records, documents, and other materials you upload or connect ("Customer Content"). You grant us a limited, non-exclusive license to host, process, and use Customer Content solely to provide, maintain, and support the Services.

You are responsible for ensuring you have the rights and permissions needed to upload Customer Content and to have it processed by the Services, and for your compliance with applicable laws and any obligations you owe to the people or entities that content concerns.

Professional responsibility

Socratics.ai is a software tool. It does not provide accounting, audit, assurance, tax, legal, or investment advice, and it does not perform an audit or issue any form of assurance. Your licensed professionals remain responsible for reviewing the work, applying professional judgment, and for any conclusions, deliverables, or opinions issued to their clients.

The methodology and the judgment stay with your firm. Outputs of the Services are drafts and work product that support your professionals; they are not a substitute for professional review and are not the rendering of professional services by Socratics.ai.

AI-generated output

Parts of the Services use AI models. AI output can be incomplete or incorrect and must be reviewed and verified by qualified personnel before you rely on it. Every step is recorded to an audit trail so results can be traced to their source, but we do not warrant that outputs are accurate, complete, or fit for a particular purpose. You are responsible for the use you make of any output.

Acceptable use

You agree not to:

Use the Services in violation of any law or the rights of others;
Upload content you do not have the right to provide;
Attempt to gain unauthorized access to the Services, or disrupt or interfere with their operation or security;
Reverse engineer, decompile, or copy the platform, except to the extent this restriction is prohibited by law;
Scrape or extract data other than your own Customer Content;
Use the Services to build a competing product, or resell or provide them to third parties without our consent; or
Remove or obscure any proprietary notices.

Fees and payment

Fees, billing, and payment terms are set out in your Order Form or plan. Unless stated otherwise, fees are non-refundable and exclusive of taxes, which are your responsibility. We may suspend the Services for non-payment after providing notice and a reasonable opportunity to cure.

Intellectual property

We and our licensors own the Services, including the software, the models we provide, and all related intellectual property. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable right to use the Services during your subscription. You own your Customer Content. If you send us feedback or suggestions, you grant us a perpetual, royalty-free right to use them to improve the Services.

Confidentiality

Each party may be given access to the other's confidential information in connection with the Services. Both parties agree to protect that information with reasonable care and to use it only as needed to perform under these Terms, except where disclosure is required by law.

Term, suspension, and termination

These Terms apply for as long as you use the Services. We may suspend or terminate access if you breach these Terms, if your use poses a risk to the Services or others, or as set out in your agreement with us. On termination, your right to use the Services ends, and we will delete or return Customer Content as described in our Privacy Policy and your agreement, subject to any legal retention requirements.

Disclaimers

The Services are provided "as is" and "as available" without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by law. We do not warrant that the Services will be uninterrupted, error-free, or that outputs will meet your requirements.

Limitation of liability

To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, arising out of or relating to the Services. Our total liability arising out of or relating to the Services will not exceed the amounts you paid us for the Services in the twelve months before the event giving rise to the claim. [Confirm this cap matches your Order Form.]

Indemnification

You will defend and indemnify Socratics.ai against third-party claims arising from your Customer Content or from your use of the Services in violation of these Terms, except to the extent the claim results from our own breach or misconduct.

Governing law and disputes

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules. The state and federal courts located in California will have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and you consent to venue in those courts. [If you intend to require arbitration, add that here.]

Changes to these terms

We may update these Terms from time to time. Material changes will be posted on this page with an updated effective date and, where appropriate, communicated to you. Your continued use of the Services after changes take effect means you accept the updated Terms.

Contact us

If you have questions about these Terms, contact us at support@socratics.ai.

[Legal entity name], [street address], California, United States.