Terms of Service

1. Service Description

VaultPoint provides a private AI platform that retrieves information exclusively from documents you upload ("Client Documents") to generate legal drafts, research summaries, and related outputs ("AI Outputs"). The Service operates via Retrieval-Augmented Generation (RAG), which means:

• The AI reads your Client Documents in real-time during each query

• No training occurs on your data

• No data is retained after processing

• No internet or public database searches are conducted

VaultPoint does not provide legal advice. All AI Outputs are drafts requiring review by a supervising attorney before use.

2. Eligibility & Access

2.1 Partner-Exclusive Access

VaultPoint is available exclusively through approved Managed Service Providers (MSPs) and legal technology partners ("Approved Partners"). To activate the Service, you must:

• Receive a valid partner activation code from an Approved Partner

• Be a law firm, legal department, or legal services organization

• Have the authority to bind your organization to these Terms

2.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your login credentials

• All activity under your account

• Notifying us immediately of unauthorized access (support@vaultpoint.io)

3. Client Obligations

3.1 Acceptable Use

You agree to use the Service only for lawful purposes consistent with professional legal practice. You will not:

• Upload malware, viruses, or harmful code

• Attempt to reverse-engineer, decompile, or access the Service's source code

• Use the Service to violate attorney-client privilege or confidentiality rules

• Share your account credentials with unauthorized third parties

• Use the Service to harass, threaten, or defame any person or entity

3.2 Document Upload Responsibility

You are solely responsible for:

• The accuracy, legality, and appropriateness of all Client Documents you upload

• Ensuring you have the right to upload and process such documents

• Complying with all applicable bar rules, ethics opinions, and confidentiality obligations

3.3 Review of AI Outputs

You acknowledge that:

• AI Outputs are drafts, not final work product

• All AI Outputs must be reviewed by a licensed attorney before filing, sending, or relying upon

• VaultPoint is not responsible for errors, omissions, or inaccuracies in AI Outputs

• You bear full responsibility for any legal work product derived from AI Outputs

4. Pricing and Payment

4.1 Subscription Fee

The Service is billed at $6,000 per firm per month ("Subscription Fee"), which includes:

• Unlimited users within your organization

• 50 million tokens per month (approximately 100,000 pages of AI-generated output)

• Full single sign-on (SSO) integration, custom branding, and audit export capabilities

4.2 Billing Terms

• Payment Method: Credit/Debit card only (Visa, Mastercard, American Express)

• Billing Cycle: Charges recur automatically on the same day each month

• First Charge: Processed immediately upon activation

• Auto-renewal: Your subscription renews automatically unless canceled with 30 days written notice

4.3 Failed Payments

If your payment method is declined or expires:

• We will attempt to process payment up to 3 times over 7 days

• You will receive email notifications before each retry

• If payment fails after 3 attempts, your account will be suspended until payment is received

• No interest or late fees are charged; however, account access remains suspended until the outstanding balance is paid

4.4 Overage Charges

If your organization exceeds 50 million tokens in a billing period, additional tokens are billed at $10 per 100,000 tokens, Overage charges appear on the following month's invoice and are subject to the same payment terms.

4.5 Taxes Included

All fees are inclusive of applicable sales, use, VAT, GST, and other transaction taxes. You will not be charged additional taxes by VaultPoint.

5. Term and Termination

5.1 Subscription Term

Your subscription continues on a month-to-month basis until terminated by either party.

5.2 Termination by Client

You may cancel your subscription at any time by providing 30 days written notice to support@vaultpoint.io. Cancellation takes effect at the end of the current billing period. No refunds are provided for partial months.

5.3 Termination by VaultPoint

We may suspend or terminate your access immediately if:

• You breach these Terms (including non-payment)

• Your use of the Service violates applicable law or poses security risks

• Your Approved Partner's agreement with VaultPoint is terminated

5.4 Effect of Termination

Upon termination:

• Your access to the Service ceases immediately

• You may export all Client Documents and audit logs within 30 days via your admin portal

• After 30 days, VaultPoint will delete all Client Documents and AI Outputs from your isolated instance (irreversible)

6. Data Ownership and Use

6.1 Your Data

You retain all ownership rights to Client Documents and AI Outputs. VaultPoint claims no intellectual property rights in your data.

6.2 VaultPoint's Use of Data

VaultPoint will:

• Process your data solely to provide the Service

• Store your data in an isolated, encrypted environment

• Not use your data to train AI models or improve VaultPoint's services

• Not access your data except as required to provide technical support (with your prior consent)

6.3 Aggregated Analytics

VaultPoint may collect anonymized, aggregated usage statistics (e.g., "average queries per firm," "most common document types") for internal analytics. This data cannot be traced back to your firm or any individual client matter.

7. Confidentiality and Security

7.1 Confidential Information

Each party agrees to protect the other's Confidential Information using the same degree of care it uses for its own confidential information (but no less than reasonable care). "Confidential Information" includes:

• For you: All Client Documents, AI Outputs, and privileged communications

• For VaultPoint: Proprietary software, pricing structures, and business methods

7.2 Security Measures

VaultPoint implements industry-standard security controls, including:

• Hosting on SOC 2 Type II and ISO 27001-certified infrastructure (AWS GovCloud, Pinecone)

• End-to-end encryption (TLS 1.3 in transit, AES-256 at rest)

• Isolated environments (each firm's data segregated in a private Virtual Private Cloud)

• Immutable audit logs (all queries and outputs logged with timestamps and user IDs)

• Zero-data-retention policies (no data stored after processing)

7.3 Data Breaches

In the event of a data breach affecting your Client Documents, VaultPoint will:

• Notify you within 24 hours of discovery

• Provide a written description of the breach, affected data, and remediation steps

• Cooperate with any required regulatory notifications or client disclosures

8. Warranties and Disclaimers

8.1 VaultPoint's Warranties

VaultPoint warrants that:

• The Service will perform substantially as described in these Terms

• VaultPoint has the right to provide the Service

• VaultPoint will comply with applicable data protection laws

8.2 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY STATED ABOVE, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." VAULTPOINT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

• WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT

• GUARANTEES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE

• GUARANTEES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF AI OUTPUTS

8.3 AI Output Limitations

You acknowledge that:

• AI models may produce inaccurate, incomplete, or irrelevant outputs ("hallucinations")

• VaultPoint uses RAG to minimize hallucinations but cannot eliminate them entirely

• All AI Outputs require attorney review before use

• VaultPoint is not liable for legal malpractice claims arising from reliance on unreviewed AI Outputs
  
  
  

8. Warranties and Disclaimers

8.1 VaultPoint's Warranties

VaultPoint warrants that:

• The Service will perform substantially as described in these Terms

• VaultPoint has the right to provide the Service

• VaultPoint will comply with applicable data protection laws
  
  

8.2 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY STATED ABOVE, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." VAULTPOINT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

• WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT

• GUARANTEES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE

• GUARANTEES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF AI OUTPUTS
  
  

8.3 AI Output Limitations

You acknowledge that:

• AI models may produce inaccurate, incomplete, or irrelevant outputs ("hallucinations")

• VaultPoint uses RAG to minimize hallucinations but cannot eliminate them entirely

• All AI Outputs require attorney review before use

• VaultPoint is not liable for legal malpractice claims arising from reliance on unreviewed AI Outputs
  
  

9. Limitation of Liability

9.1 Cap on Damages


TO THE MAXIMUM EXTENT PERMITTED BY LAW, VAULTPOINT'S TOTAL LIABILITY ARISING FROM THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM (or $7,000 if less than 12 months have elapsed).

9.2 Excluded Damages



VAULTPOINT SHALL NOT BE LIABLE FOR:

• INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES

• LOST PROFITS, LOST REVENUE, LOST DATA, OR LOST BUSINESS OPPORTUNITIES

• DAMAGES ARISING FROM YOUR RELIANCE ON AI OUTPUTS WITHOUT ATTORNEY REVIEW

• DAMAGES CAUSED BY THIRD-PARTY INFRASTRUCTURE PROVIDERS (AWS, Pinecone, Anthropic)
  
  

9.3 Exceptions



These limitations do not apply to:

• VaultPoint's gross negligence or willful misconduct

• VaultPoint's breach of confidentiality obligations

• Claims that cannot be limited by law (e.g., certain statutory violations)
  
  
  

10. Indemnification

10.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless VaultPoint, its affiliates, and their respective officers, directors, employees, and agents from any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Your breach of these Terms

• Your violation of applicable law or bar rules

• Your use of AI Outputs without proper attorney review

• Claims that your Client Documents infringe third-party intellectual property rights

• Claims arising from your legal services to clients (including malpractice claims)

10.2 VaultPoint's Indemnification Obligations

VaultPoint agrees to indemnify you from third-party claims that the Service infringes a U.S. patent, copyright, or trade secret, provided you:

• Notify VaultPoint promptly of the claim

• Grant VaultPoint sole control of the defense and settlement

• Cooperate reasonably with VaultPoint's defense

11. Dispute Resolution

11.1 Governing Law

These Terms are governed by the laws of State of Florida, without regard to conflict of law principles.

11.2 Arbitration

Any dispute arising from these Terms shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

• Arbitration location: Miami, Florida (or remotely via videoconference)

• Arbitrator: One neutral arbitrator selected per AAA rules

• Language: English

• Costs: Each party bears its own legal fees; arbitration filing fees split equally

11.3 Exceptions to Arbitration

Either party may seek injunctive or equitable relief in state or federal courts located in Miami-Dade County, Florida to:

• Enforce intellectual property rights

• Prevent unauthorized access to the Service

• Collect unpaid fees

You consent to the exclusive jurisdiction of courts in Miami-Dade County, Florida for such matters.

11.4 Class Action Waiver

You agree to resolve disputes on an individual basis only. You waive any right to bring claims as a class action, collective action, or representative proceeding.



12. Changes to This Privacy Policy

12.1 Entire Agreement

These Terms, together with the Privacy Policy and Data Processing Agreement, constitute the entire agreement between you and VaultPoint regarding the Service.

12.2 Modifications

VaultPoint may modify these Terms by posting updated Terms at vaultpoint.io/legal and notifying you via email at least 30 days before changes take effect. Continued use of the Service after modifications constitutes acceptance.

12.3 Assignment

You may not assign these Terms without VaultPoint's prior written consent. VaultPoint may assign these Terms to an acquirer or successor entity.

12.4 Severability

If any provision of these Terms is found unenforceable, the remaining provisions remain in full force.

12.5 Waiver

VaultPoint's failure to enforce any provision does not waive its right to enforce that provision later.

12.6 Force Majeure

VaultPoint is not liable for delays or failures caused by events beyond its reasonable control (natural disasters, cyberattacks, government actions, pandemics, etc.).

12.7 Notices

All notices under these Terms must be sent to:

• VaultPoint: hello@vaultpoint.io

• Client: The email address associated with your account

13. Contact Information

For questions about these Terms, contact:

VaultPoint Consulting LLC
Email: hello@vaultpoint.io
Website: vaultpoint.io