This Agreement is entered into by and between IB4E, LLC, a Wyoming limited liability company (“Licensor,” “we,” or “us”), and the individual or entity accepting these terms (“Licensee” or “you”). For Firm and Enterprise licensees, the individual accepting this Agreement represents and warrants that they have full legal authority to bind the entity on whose behalf they act, and “Licensee” refers to that entity.
As used in this Agreement:
2.1 Limited License. Subject to Licensee’s timely payment of all applicable Subscription fees and full compliance with this Agreement, Licensor grants Licensee a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable license to install and use the Software solely for Licensee’s own internal legal practice purposes, subject to the seat limitations of the applicable Subscription tier. This license expressly excludes any right to: (a) use the Software as a service bureau on behalf of third parties; (b) use the Software for any purpose other than Licensee’s own internal legal practice; or (c) access the Software for the purpose of developing, benchmarking, or improving any competing product or service.
2.2 Seat Limits. Simultaneous Authorized User device activations are limited as follows: (a) Solo — one (1); (b) Firm — up to ten (10); (c) Firm Plus — up to twenty-five (25); (d) Enterprise — as specified in the applicable order form. Transfer of an activation to a replacement device for a lost, stolen, or destroyed device requires written request to support@privilegeprotector.com and is subject to Licensor’s reasonable verification procedures.
2.3 No Implied License; Reservation of Rights. All rights not expressly granted in this Agreement are reserved to the IP Owner and Licensor. No license, right, or interest in any trademark, trade name, or service mark is granted to Licensee. The license granted herein is the complete statement of Licensee’s rights with respect to the Software; no other rights are implied by course of dealing, course of performance, or otherwise.
2.4 Feedback License. Licensee hereby grants to Licensor and IP Owner a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, and incorporate any Feedback into the Software or any other product or service, without compensation or attribution to Licensee.
3.1 Licensee shall not, and shall not permit any Authorized User or third party to:
3.2 Injunctive Relief. Licensee acknowledges that any breach or threatened breach of Section 3.1 or Section 7 would cause irreparable harm to Licensor and IP Owner for which monetary damages would be inadequate, and that Licensor and IP Owner shall be entitled to seek immediate injunctive or other equitable relief in any court of competent jurisdiction, without bond and without the requirement to demonstrate actual damages, in addition to all other available remedies. Nothing in Section 12 limits this right.
4.1 Subscription Fees. Subscription fees are as set forth on Licensor’s website at the time of enrollment and are subject to change pursuant to Section 4.5. Fees are billed in advance on a recurring monthly or annual basis through Licensor’s authorized payment processor (currently Stripe, Inc.).
4.2 Free Trial. Licensor may offer a ten (10)-day Free Trial during which no Subscription fee is charged. A valid payment method is required to activate a Free Trial. If Licensee does not cancel before the Free Trial expires, the Subscription begins automatically and Licensee’s payment method will be charged beginning on day eleven (11). Licensor may modify or discontinue Free Trial offers at any time without notice to prospective customers.
4.3 Auto-Renewal; Failed Payments. Subscriptions automatically renew at the end of each billing period unless cancelled per Section 4.4. If a payment fails, Licensor will attempt to notify Licensee and may retry the charge. If payment cannot be collected after two (2) failed attempts within seven (7) days, Licensor may suspend access to the Software without further notice until payment is received. A lapse of service due to failed payment does not constitute termination and does not relieve Licensee of any payment obligation.
4.4 Cancellation. Licensee may cancel a monthly Subscription by providing written notice to billing@privilegeprotector.com, including Licensee’s account email address and a clear statement of intent to cancel. Cancellation takes effect thirty (30) days from the date Licensor receives valid written notice. Licensee shall pay all amounts that accrue during the thirty (30)-day notice period, including any full billing cycle commencing within that period. No partial-period refunds are issued for monthly Subscriptions. Annual Subscriptions are locked for twelve (12) months from the date of the first paid charge; early termination does not reduce the total amount owed. Licensor may terminate this Agreement immediately and without notice upon Licensee’s material breach, including non-payment.
4.5 Price Changes. Licensor may modify Subscription fees upon thirty (30) days’ written notice to Licensee at the email address on file. Notice may be delivered by email. Continued use of the Software after the effective date of a price change constitutes acceptance of the new pricing. Licensee’s sole remedy for an objected price change is cancellation per Section 4.4 prior to the effective date.
4.6 Billing Disputes. Good-faith billing disputes must be submitted in writing to billing@privilegeprotector.com within thirty (30) days of the disputed charge, before initiating any chargeback or payment reversal. Chargebacks submitted without prior written dispute may constitute a material breach of this Agreement.
4.7 Taxes. All fees exclude applicable taxes. Licensee is responsible for all taxes, duties, and similar charges, excluding taxes on Licensor’s net income.
5.1 Design Intent; No Warranty of Architecture. The Software is designed with the intent that Client Data will be identified and processed locally on Licensee’s device before any information is transmitted to AI Providers. This description reflects intended design only, not a warranty of performance in any particular instance. Licensor makes no warranty that the Software will function as described in every configuration, operating environment, or use case. The design description in this Section does not create any warranty of performance, accuracy, completeness, or efficacy.
5.2 Work-Product Header; No Warranty of Legal Effect. The Software is designed to prepend a work-product protection header to each De-Identified Payload transmitted to an AI Provider. This header references certain legal authorities as examples; those authorities may not be applicable in Licensee’s jurisdiction or matter. LICENSOR MAKES NO WARRANTY, REPRESENTATION, OR GUARANTEE THAT THE WORK-PRODUCT HEADER WILL BE RECOGNIZED, ACCEPTED, OR GIVEN LEGAL EFFECT BY ANY COURT, ARBITRATION PANEL, ADMINISTRATIVE BODY, BAR ASSOCIATION, OR OTHER AUTHORITY IN ANY JURISDICTION.
5.3 Absolute Disclaimer of Privilege Guarantee. LICENSOR MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE OF ANY KIND — EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE — THAT USE OF THE SOFTWARE, ALONE OR IN COMBINATION WITH THE WORK-PRODUCT HEADER, ANY AUDIT LOG, ANY COURT EXHIBIT, OR ANY OTHER FEATURE OR OUTPUT OF THE SOFTWARE, WILL PRESERVE, MAINTAIN, ESTABLISH, OR RESTORE ATTORNEY-CLIENT PRIVILEGE, WORK PRODUCT PROTECTION, OR ANY OTHER EVIDENTIARY OR PROFESSIONAL PROTECTION IN ANY JURISDICTION, PROCEEDING, MATTER, OR CIRCUMSTANCE. THE LAW GOVERNING PRIVILEGE, WORK PRODUCT, AND THE USE OF ARTIFICIAL INTELLIGENCE IN LEGAL PRACTICE IS RAPIDLY EVOLVING, UNSETTLED, AND JURISDICTION-SPECIFIC. NO SOFTWARE PRODUCT CAN GUARANTEE A LEGAL OUTCOME. LICENSEE EXPRESSLY ACKNOWLEDGES THAT: (A) THE SOFTWARE IS A RISK-REDUCTION TOOL ONLY AND NOT A LEGAL REMEDY; (B) THE ULTIMATE PRIVILEGE AND WORK PRODUCT ANALYSIS IS A LEGAL QUESTION ONLY ADJUDICATORY BODIES CAN RESOLVE; (C) LICENSOR EXPRESSLY DISCLAIMS ANY REPRESENTATION THAT THE SOFTWARE WILL SATISFY LICENSEE’S PROFESSIONAL RESPONSIBILITY OBLIGATIONS UNDER ANY APPLICABLE RULE OF PROFESSIONAL CONDUCT; AND (D) LICENSEE HAS NOT RELIED ON ANY STATEMENT BY LICENSOR, IN THIS AGREEMENT OR ELSEWHERE, AS A REPRESENTATION THAT USE OF THE SOFTWARE GUARANTEES OR ENSURES PRESERVATION OF ANY PRIVILEGE OR EVIDENTIARY PROTECTION.
5.4 Independent Professional Judgment Required. The Software is a tool, not legal advice, and not a substitute for independent professional judgment. Nothing in this Agreement, in the Software, on Licensor’s website, in the FAQ, or in any communication by Licensor or its agents constitutes legal advice, legal opinion, or a representation regarding any privilege or professional responsibility analysis, or creates any attorney-client relationship between Licensor and Licensee or any of Licensee’s clients.
5.5 Client Data Processing Limitations. The Software’s identification and processing of Client Data employs Proprietary Methods. No automated system can guarantee identification and processing of all Client Data in every prompt, document, or communication in every circumstance. Factors including unusual name formats, non-standard document structures, non-English text, image-based documents, and handwritten content may affect performance. LICENSEE IS SOLELY RESPONSIBLE FOR: (A) REVIEWING THE SOFTWARE’S OUTPUT BEFORE TRANSMITTING ANY PROMPT; (B) MAKING AN INDEPENDENT PROFESSIONAL DETERMINATION THAT NO CLIENT DATA DEEMED SENSITIVE HAS BEEN TRANSMITTED; AND (C) ALL CONSEQUENCES OF ANY CLIENT DATA TRANSMITTED TO ANY AI PROVIDER FOR ANY REASON, INCLUDING SOFTWARE ERROR, LICENSEE ERROR, OR THIRD-PARTY INTERFERENCE. Licensor is not liable for any Client Data transmitted to an AI Provider regardless of the cause.
5.6 Third-Party AI Providers; No Control. De-Identified Payloads are transmitted to AI Providers that are independent third parties not controlled by Licensor. Each AI Provider is governed exclusively by its own terms of service and data practices. LICENSOR MAKES NO REPRESENTATION THAT ANY AI PROVIDER WILL COMPLY WITH THE WORK-PRODUCT HEADER OR THAT ANY AI PROVIDER’S ACTUAL DATA PRACTICES CONFORM TO ANY INSTRUCTION CONTAINED IN A DE-IDENTIFIED PAYLOAD. Licensor is not responsible for ensuring the availability, performance, security, or policy compliance of any AI Provider, including OpenRouter. Licensor’s obligations do not include ensuring that AI Providers continue to operate, maintain current pricing, or remain accessible.
5.7 Session Log; Local Storage Only. The Software is designed to maintain a session log on Licensee’s device only, recording metadata about Client Data processing (such as categories processed and session timestamps) but not the content of prompts or Client Data. Licensor does not design its systems to collect or store session logs or Client Data on Licensor’s servers. LICENSOR MAKES NO WARRANTY THAT THE SESSION LOG WILL BE AVAILABLE, ACCURATE, COMPLETE, OR PRESERVED IN THE EVENT OF DEVICE FAILURE, DATA LOSS, OR ANY OTHER CAUSE. Licensee is solely responsible for maintaining and preserving the session log.
5.8 Evolving Legal Standards. The legal framework governing AI use in legal practice is evolving rapidly. Licensor makes no commitment to update the Software or this Agreement to conform to future legal developments. Licensee is solely responsible for monitoring applicable legal requirements and for determining whether continued use of the Software remains consistent with Licensee’s professional obligations as those obligations evolve.
6.1 Ownership. The Software, including all source code, object code, Proprietary Methods, algorithms, data structures, interfaces, documentation, design, and all modifications, enhancements, updates, or derivative works thereof, and all intellectual property rights therein (including patents, copyrights, trade secrets, and trademarks), are and shall remain the sole and exclusive property of Bell & Bird LLC. IB4E, LLC holds an exclusive, worldwide license from Bell & Bird LLC to distribute, operate, and sublicense the Software. This Agreement grants Licensee no ownership interest of any kind.
6.2 Copyright. The Software and all associated documentation are protected by United States and international copyright laws. Copyright © 2026 Bell & Bird LLC. All rights reserved. Unauthorized reproduction, distribution, or derivative use is strictly prohibited.
6.3 Trademarks. “Privilege Protector,” the Privilege Protector logo, and any other marks used in connection with the Software are the property of Bell & Bird LLC or IB4E, LLC, as applicable. Nothing in this Agreement grants Licensee any right to use any trademark, service mark, or trade name of Licensor or IP Owner without prior written consent. Any unauthorized use shall inure solely to the benefit of the trademark owner.
6.4 Trade Secrets. The Software and its Proprietary Methods constitute valuable trade secrets of the IP Owner. Licensee shall: (a) maintain the Proprietary Methods and all Confidential Information in strict confidence; (b) not disclose any Confidential Information to any third party without Licensor’s prior written consent; (c) use at least the same degree of care to protect Confidential Information as Licensee uses for its own most sensitive confidential information, but in no event less than reasonable care; and (d) use Confidential Information solely for the purpose of exercising rights granted under this Agreement.
6.5 No Challenge. Licensee shall not, directly or indirectly, contest, challenge, or assist any third party in contesting or challenging the ownership, validity, enforceability, or registrability of any intellectual property right of the IP Owner or Licensor. Any such challenge shall constitute a material breach and shall immediately terminate Licensee’s license rights.
6.6 Client Data Ownership. Licensee retains all rights in and to Client Data. Licensor does not claim any license to Client Data except as strictly necessary to provide the Services.
6.7 AI Provider IP. The outputs generated by AI Providers may be subject to the intellectual property rights and terms of those AI Providers. Licensor makes no representation regarding the intellectual property status of AI Provider outputs or Licensee’s right to use them. Licensee is solely responsible for assessing and complying with any intellectual property obligations arising from use of AI Provider outputs.
7.1 Obligations. Licensee shall hold all Confidential Information of Licensor and IP Owner in strict confidence and not disclose, reproduce, or use any Confidential Information except as necessary to exercise rights expressly granted under this Agreement. These obligations survive termination of this Agreement for five (5) years, except with respect to trade secrets, as to which the obligations survive indefinitely.
7.2 Required Disclosure. If Licensee is required by court order, subpoena, or applicable law to disclose Confidential Information, Licensee shall provide Licensor with prompt prior written notice (to the extent permitted by law) and cooperate reasonably with Licensor’s efforts to obtain a protective order. Licensee shall disclose only that portion of Confidential Information legally required to be disclosed.
THE SOFTWARE AND ALL SERVICES ARE PROVIDED “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR, IP OWNER, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS, SUCCESSORS, AND ASSIGNS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING:
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, IT IS LIMITED TO THE SHORTEST PERIOD PERMITTED BY APPLICABLE LAW.
9.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR, IP OWNER, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION: LOSS OF PROFITS; LOSS OF REVENUE; LOSS OF BUSINESS OPPORTUNITY; LOSS OF DATA; LOSS OF GOODWILL; PROFESSIONAL SANCTIONS OR DISCIPLINARY ACTIONS; CLIENT CLAIMS ARISING FROM DISCLOSURE OF CLIENT DATA OR WAIVER OF PRIVILEGE; DAMAGE TO REPUTATION; COSTS OF SUBSTITUTE GOODS OR SERVICES; OR ATTORNEYS’ FEES AND LITIGATION COSTS ARISING FROM USE OF THE SOFTWARE. THIS EXCLUSION APPLIES REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Cap on Direct Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR’S TOTAL CUMULATIVE LIABILITY TO LICENSEE FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE, REGARDLESS OF THE FORM OF THE ACTION, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY LICENSEE TO LICENSOR IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00). THIS AGGREGATE CAP APPLIES TO ALL CLAIMS COMBINED, NOT TO EACH CLAIM SEPARATELY.
9.3 Basis of the Bargain. LICENSEE ACKNOWLEDGES THAT THE LIABILITY LIMITATIONS IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN. LICENSOR WOULD NOT PROVIDE THE SOFTWARE AT THE PRICES CHARGED WITHOUT THESE LIMITATIONS. THE LIABILITY LIMITATIONS APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
9.4 Carve-Outs. Nothing in this Section limits either party’s liability for: (a) death or personal injury caused by that party’s gross negligence; (b) fraudulent misrepresentation; (c) willful misconduct or intentional torts; or (d) any liability that cannot be excluded or limited by applicable law. Nothing in this Section limits Licensor’s right to seek injunctive or equitable relief under Section 3.2.
9.5 Contractual Limitations Period. ANY CLAIM BY LICENSEE ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SOFTWARE MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION FIRST ACCRUES. CLAIMS NOT BROUGHT WITHIN THIS PERIOD ARE PERMANENTLY BARRED, REGARDLESS OF ANY LONGER STATUTORY PERIOD.
10.1 Licensee’s Indemnification of Licensor. Licensee shall defend, indemnify, and hold harmless Licensor, IP Owner, and each of their respective officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Licensee’s use of the Software in violation of this Agreement or applicable law; (b) Licensee’s violation of any professional responsibility rule, ethics opinion, or court rule; (c) any Client Data transmitted to an AI Provider, regardless of cause, including Licensee’s failure to review the Software’s output before transmission; (d) any claim by a client, opposing party, court, bar association, or regulatory authority arising from Licensee’s use of AI tools, including the Software; (e) any claim arising from Licensee’s use of AI Provider outputs in legal work product; or (f) Licensee’s breach of any representation or warranty in this Agreement.
10.2 Licensor’s Limited IP Indemnification. Licensor shall defend, indemnify, and hold harmless Licensee from third-party claims that the Software, as delivered by Licensor and used in strict accordance with this Agreement, infringes any United States patent, copyright, trademark, or trade secret, provided that: (a) Licensee promptly notifies Licensor in writing; (b) Licensor has sole control of the defense and settlement; (c) Licensee provides all reasonable cooperation; and (d) Licensee makes no admission or settlement without Licensor’s prior written consent. This indemnification does not apply to claims arising from: (i) Licensee’s modification of the Software; (ii) use in combination with products not provided by Licensor; (iii) use not authorized by this Agreement; or (iv) compliance with Licensee’s specifications or instructions.
10.3 No AI Provider Indemnification. Licensor’s indemnification in Section 10.2 does not extend to any claim by an AI Provider or relating to Licensee’s use of AI Provider services accessed through the Software.
10.4 Indemnification Procedure. The indemnified party shall: (a) promptly notify the indemnifying party in writing, provided that failure to provide prompt notice does not relieve the indemnifying party except to the extent materially prejudiced; (b) give the indemnifying party sole control of the defense and settlement, provided the indemnifying party shall not settle any claim imposing obligations on the indemnified party without its prior written consent, not to be unreasonably withheld; and (c) provide all reasonable assistance at the indemnifying party’s expense.
11.1 Term. This Agreement is effective from the earlier of Licensee’s first installation or first use of the Software and continues until terminated per this Section.
11.2 Termination by Licensor. Licensor may terminate this Agreement and Licensee’s license immediately and without prior notice upon: (a) Licensee’s material breach, including non-payment; (b) Licensee’s insolvency, assignment for the benefit of creditors, or any bankruptcy proceeding not dismissed within sixty (60) days; (c) Licensee’s attempt to reverse engineer, circumvent security measures, or engage in prohibited competitive activity; or (d) Licensor’s reasonable determination that Licensee’s use poses legal, regulatory, or reputational risk to Licensor or the IP Owner.
11.3 Effect of Termination. Upon termination: (a) all licenses granted herein immediately terminate; (b) Licensee shall immediately cease all use and delete all copies from all devices; (c) upon Licensor’s written request, Licensee shall certify deletion in writing within ten (10) days; (d) Licensor shall deactivate Licensee’s license key; and (e) all amounts owed through the termination date remain due and payable.
11.4 Survival. Sections 1, 3, 5, 6, 7, 8, 9, 10, 11.3, 12, and 14 survive termination or expiration of this Agreement.
12.1 Governing Law. This Agreement shall be governed by the laws of the State of California, without regard to its conflict of law principles.
12.2 Binding Arbitration. EXCEPT AS PROVIDED IN SECTION 12.4, ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION ADMINISTERED BY JAMS PURSUANT TO ITS STREAMLINED ARBITRATION RULES (FOR CLAIMS NOT EXCEEDING $250,000) OR ITS COMPREHENSIVE ARBITRATION RULES (FOR CLAIMS EXCEEDING $250,000), AS APPLICABLE. The arbitration shall be conducted by a single arbitrator with experience in commercial software licensing, seated in San Diego County, California, conducted in English. The arbitrator’s decision shall be final and non-appealable except on grounds specified in 9 U.S.C. § 10. Judgment may be entered in any court of competent jurisdiction.
12.3 Class Action Waiver. LICENSEE AND LICENSOR EACH WAIVE ANY RIGHT TO PURSUE ANY CLAIM AS A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLAIMS MAY ONLY BE BROUGHT IN AN INDIVIDUAL CAPACITY. THIS WAIVER IS SEVERABLE FROM SECTION 12.2 AND REMAINS IN EFFECT IF SECTION 12.2 IS FOUND UNENFORCEABLE.
12.4 Equitable Relief. Nothing in this Section prevents Licensor from seeking emergency injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information, without bond and without first submitting to arbitration. The parties submit to the non-exclusive personal jurisdiction of the state and federal courts in San Diego County, California for such emergency relief only.
12.5 Jury Trial Waiver. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY.
Use of the Software requires a separate account with OpenRouter Technologies, Inc. and may require separate accounts with individual AI Providers. Licensee agrees to comply with all applicable terms of service of OpenRouter and each AI Provider accessed through the Software. Licensor is not a party to, and is not responsible for, any agreement between Licensee and OpenRouter or any AI Provider. Licensor makes no representation that use of the Software through OpenRouter or any AI Provider complies with those parties’ terms of service. Any claim arising from Licensee’s relationship with OpenRouter or an AI Provider shall be brought directly against that party.
14.1 Entire Agreement; Priority. This Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between the parties with respect to the Software and supersedes all prior agreements, understandings, negotiations, representations, and warranties. In the event of any conflict between this Agreement and the Terms of Service with respect to the Software, this Agreement controls. No prior drafts, representations, or course of dealing shall be used to interpret this Agreement.
14.2 Amendment. Licensor may amend this Agreement by providing thirty (30) days’ written notice to Licensee at the email address on file, by email or prominent website posting. Continued use of the Software after the effective date of an amendment constitutes acceptance. If Licensee does not accept an amendment, Licensee’s sole remedy is cancellation per Section 4.4 before the effective date. Amendments will not apply retroactively to claims that accrued before the effective date.
14.3 Assignment. Licensee may not assign, transfer, delegate, or sublicense this Agreement or any rights hereunder without Licensor’s prior written consent. Any purported assignment without consent is void. Licensor may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, without consent. This Agreement is binding upon the parties and their permitted successors and assigns.
14.4 Severability. If any provision is found invalid, illegal, or unenforceable, the remaining provisions continue in full force. The class action waiver in Section 12.3 is severable from Section 12.2 and remains in effect even if Section 12.2 is found unenforceable.
14.5 Waiver. No failure or delay in exercising any right operates as a waiver. No waiver is effective unless in writing and signed by an authorized officer of Licensor. A waiver of one breach does not constitute a waiver of any subsequent breach.
14.6 Force Majeure. Licensor is not liable for any delay or failure resulting from causes beyond Licensor’s reasonable control, including acts of God, pandemic, war, government action, internet outage, failure of third-party services including AI Providers and OpenRouter, or failure of utilities.
14.7 Export Compliance. Licensee represents that it is not located in, and will not export the Software to, any country subject to United States export controls or trade sanctions.
14.8 U.S. Government Rights. The Software is a “commercial item” as defined in 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation.” U.S. Government users receive only those rights granted to all other Licensees under this Agreement.
14.9 Notices. Notices required under this Agreement shall be in writing, delivered to legal@privilegeprotector.com for notices to Licensor, and to Licensee’s account email address for notices to Licensee. Email notice is effective upon confirmed delivery.
14.10 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the parties and their permitted successors and assigns. No third party, including any client of Licensee, has any rights under this Agreement.
14.11 Electronic Acceptance. Acceptance of this Agreement by electronic means is valid and binding and has the same legal effect as a handwritten signature. Licensor may record the time, date, and method of acceptance as evidence of Licensee’s agreement.
14.12 Headings. Section headings are for convenience only and do not affect interpretation.
IB4E, LLC — Privilege Protector
Legal notices: legal@privilegeprotector.com
Billing disputes: billing@privilegeprotector.com
Technical support: support@privilegeprotector.com
© 2026 Bell & Bird LLC. All rights reserved. Exclusively licensed to IB4E, LLC for worldwide distribution and sublicensing.