Website Terms of Use and Expert Subscription Agreement

Version 1.0 | Last Updated: October 28, 2026 | Effective Date: October 28, 2026

IMPORTANT NOTICE - PLEASE READ CAREFULLY. THESE TERMS INCLUDE: (A) A RECURRING, AUTOMATICALLY RENEWING SUBSCRIPTION THAT WILL BE CHARGED TO YOUR PAYMENT METHOD UNTIL YOU CANCEL (SECTION 9); (B) AN ADVANCE CANCELLATION NOTICE REQUIREMENT UNDER WHICH CANCELLATION TAKES EFFECT AT THE END OF THE MONTHLY SERVICE PERIOD FOLLOWING THE PERIOD IN WHICH YOU GIVE NOTICE (SECTION 9.5); (C) BROAD DISCLAIMERS OF WARRANTIES AND SIGNIFICANT LIMITATIONS ON TESTIMO’S LIABILITY, INCLUDING A MONETARY CAP EQUAL TO THE GREATER OF FOUR MONTHS OF FEES OR US $100 (SECTIONS 15 AND 16); (D) YOUR OBLIGATION TO DEFEND AND INDEMNIFY TESTIMO (SECTION 17); AND (E) A BINDING INDIVIDUAL ARBITRATION AGREEMENT, CLASS-ACTION WAIVER, JURY-TRIAL WAIVER AND ONE-YEAR DEADLINE TO BRING CLAIMS (SECTION 18).

These Website Terms of Use and Expert Subscription Agreement, together with each Order and all policies and documents incorporated by reference (collectively, the “Terms” or this “Agreement”), form a legally binding agreement between Testimo LLC, an Illinois limited liability company (“Testimo,” “we,” “us” or “our”), and the individual or entity that accesses or uses the Website or Platform or purchases any Services (“Subscriber,” “you” or “your”).

Acceptance. You accept these Terms by (a) checking a box or clicking a button indicating acceptance, (b) completing registration or checkout, or (c) accessing or using the Platform or Services after these Terms have been presented to you. If you do not agree, you may not register, subscribe to or use the Services. Visitors who use the Website without registering are bound by Sections 1, 6, 11, 12, 15, 16, 18 and 19 to the extent applicable.

Authority; Professional Use. If you accept on behalf of an entity, you represent and warrant that you have authority to bind that entity, and “you” refers to that entity and to you. You represent and warrant that you are acquiring the Services solely for business or professional purposes in connection with your practice as an expert witness, consultant or related professional, and not for personal, family or household purposes.

Order of Precedence. In the event of conflict, the following order governs: (a) an order form signed by an authorized officer of Testimo that expressly identifies the provision of these Terms it modifies (a “Signed Order”); (b) these Terms; (c) any other Order, including checkout pages and online purchase flows; and (d) policies incorporated by reference. Notwithstanding the foregoing, the plan, Services, prices and billing schedule stated in your Order control as provided in Section 8.1. No purchase order, engagement letter or other Subscriber-provided terms apply, even if acknowledged by Testimo.

1. Definitions; Nature and Scope of Services

1.1 Definitions.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with Testimo, where “control” means ownership of more than fifty percent (50%) of the voting interests of an entity or the power to direct its management and policies, whether by contract or otherwise.

“AI Features” means any functionality of the Services that uses machine learning, large language models, AI agents or other automated or probabilistic systems.

“Attorney” means any attorney, law firm, legal professional or person acting for them whom the Services identify or contact.

“Authorized Outreach” means Communications that Testimo sends or causes to be sent under Section 4.

“Communication” means any email, message, follow-up, reply, scheduling request or other communication sent to or received from an Attorney or other Recipient through the Services.

“Engagement” means any retention, consultation, testimony or other arrangement between you and any Attorney, party or other person.

“Fit Score” means any score, ranking, rating, label or indicator of potential relevance between a matter and an expert.

“Historical Search” means any separately purchased, one-time service under which Testimo searches aged litigation matters for relevance to your Subscriber Content, as described at checkout.

“Litigation Data” means docket entries, pleadings, filings, case metadata, party and counsel information and other information relating to legal proceedings, from whatever source.

“Order” means a checkout page, order form or online purchase flow accepted by you that identifies the Services, plan and fees.

“Output” means any content, Communication, summary, classification, match, Fit Score, report or other material generated by or through the Services, including by AI Features.

“Platform” means the Website, the Testimo expert portal, applications, AI agents, software, databases and related technology.

“Protected Parties” has the meaning in Section 16.1.

“Recipient” means any person to whom a Communication is sent.

“Services” means the Platform features, monitoring, matching, outreach, scheduling, historical search, reporting, add-ons and related services made available by Testimo under your plan, as they exist from time to time.

“Subscriber Content” means all information and materials that you or anyone acting for you submit to the Services, including expertise keywords, jurisdictions, side preferences, biographies, CVs, credentials, booking links, instructions and approved templates.

“Third-Party Data” means Litigation Data and other data, content or services provided by courts, government systems, data vendors, AI model providers, email and calendar providers, payment processors or other third parties (“Third-Party Providers”).

“Website” means testimo.ai and its subdomains.

1.2 Nature of the Services. Testimo is a technology and marketing services platform. Testimo uses Subscriber Content and Third-Party Data to identify litigation that may be relevant to your stated expertise, identify counsel, send Authorized Outreach introducing you to Attorneys, process replies and facilitate scheduling. Testimo is not a law firm, lawyer referral service, expert-witness agency, employment or staffing agency, broker or litigation consultant; does not provide legal, ethical, professional or regulatory advice; does not recommend, vouch for, certify or endorse any expert to any Attorney; and does not recommend any Attorney or matter to you.

1.3 No Guaranteed Results. Testimo does not promise or guarantee any number or type of matters identified, Attorneys contacted, Communications delivered, responses, meetings, Engagements, fees, revenue, case or jurisdictional coverage, or monitoring frequency. Statistics, examples, testimonials, projections and descriptions of results on the Website or in sales materials are illustrative only and are not part of these Terms.

1.4 Current and Future Features. The Services consist only of features generally available to your plan at the time of use. Features described as planned, beta, pilot, preview or “coming soon” (“Beta Features”) are provided, if at all, in Testimo’s sole discretion, without warranty or support, and may be modified or withdrawn at any time. Your purchase is not contingent on delivery of any future functionality or on any statement by Testimo about future features. Monitoring frequency, data sources and integrations are as Testimo determines from time to time.

2. Eligibility; Accounts; Security

2.1 Eligibility. You must be at least 18 years old and have reached the age of majority in your jurisdiction of residence, have capacity to contract, not be barred from receiving the Services under applicable law or sanctions, and hold the qualifications, licenses and authorizations necessary to offer the expertise you advertise.

2.2 Account Information. You shall provide and maintain complete, current and accurate account, professional, contact and billing information.

2.3 Credentials. You are solely responsible for the confidentiality of your credentials and for all activities, Communications, instructions and charges under your account, whether or not authorized by you, and shall notify Testimo promptly of any unauthorized use. Testimo is not liable for any loss arising from use of your credentials.

2.4 Verification and Refusal. Testimo may, but has no obligation to, verify identity, credentials, licensure or other information, request supporting documentation, and refuse, suspend or close any account in its sole discretion, including where Testimo believes an account presents legal, regulatory, security, ethical or reputational risk. Any verification is solely for Testimo’s internal purposes and is not a representation to you or any third party.

2.5 No Sharing. Accounts are personal to the named Subscriber and may not be transferred, shared or used by others without Testimo’s prior written consent.

3. Expert Profiles, Credentials and Subscriber Content

3.1 Subscriber Content. You represent, warrant and covenant that all Subscriber Content is and will remain true, accurate, complete, current and not misleading; was lawfully obtained; does not infringe or violate any intellectual property, privacy, publicity, confidentiality or other right; and that you have all rights and consents needed for Testimo to use it as contemplated by these Terms. You shall not claim, or permit Testimo to communicate, any expertise, licensure, certification, degree, affiliation, prior testimony, admissibility history, case involvement, publication or endorsement that you do not actually and currently possess. You shall promptly update Subscriber Content that becomes inaccurate. Testimo may rely on Subscriber Content as submitted without any duty to investigate.

3.2 Professional Responsibility; No Conflicts or Credential Checks. You are solely responsible for your qualifications, licenses, professional and ethical restrictions, conflicts of interest, availability, fees, disclosures and the services you provide to any Attorney or party. Testimo has no obligation to, and does not, perform any conflicts check or verify, investigate or confirm your identity, credentials, qualifications, licensure, certifications, education, experience, prior testimony or admissibility history, or the absence of any conflict of interest between you and any Attorney, party or matter. No Communication, Fit Score, match, introduction or other Output is a representation by Testimo that you are qualified for, or free of conflicts in, any matter. You shall perform your own conflicts check before accepting any Engagement, and any verification Testimo elects to perform under Section 2.4 is solely for its internal purposes and creates no duty to you or any third party.

3.3 Removal; No Monitoring. Testimo may, without liability, refuse, edit for format or accuracy, remove or decline to use any Subscriber Content that Testimo believes is or may be inaccurate, misleading, unlawful, noncompliant or harmful. Testimo has no obligation to monitor or review Subscriber Content.

3.4 License. As between the parties, you retain ownership of Subscriber Content. You grant Testimo, its Affiliates and their service providers a worldwide, nonexclusive, royalty-free, fully paid license (sublicensable to service providers acting for Testimo) to host, store, copy, format, analyze, summarize, adapt, create derivative works of, display, transmit and otherwise use Subscriber Content (a) to provide, operate, secure, support, maintain and improve the Services, including to train, tune and evaluate Testimo’s own models and AI Features; (b) to transmit to Attorneys and other Recipients in Authorized Outreach and scheduling; (c) to comply with law, enforce these Terms and defend claims; and (d) to create Aggregated Data under Section 12.3. This license continues for the term of your account and thereafter for so long as Testimo reasonably requires for archival, backup, suppression, audit, legal-compliance and dispute purposes, and is perpetual and irrevocable as to Aggregated Data and Communications already sent. You authorize disclosure of your name, CV, biography, credentials, contact details, booking link and other designated information to Attorneys contacted on your behalf. Testimo will not sell your CV as a standalone data product, or permit third-party AI providers to train their general-purpose models on your nonpublic Subscriber Content, without your authorization. This Section 3.4 does not apply to Google User Data, which is governed exclusively by Section 13.5.

4. Authorization for Automated Outreach and Scheduling

4.1 Appointment. You expressly authorize and direct Testimo, acting through its personnel, automated systems and AI agents, as your limited, nonexclusive service provider to: (a) identify matters that may be relevant to your Subscriber Content; (b) identify counsel and other Attorneys associated with such matters; (c) draft, personalize and transmit introductory Communications and follow-ups that identify and describe you; (d) receive, read, classify and respond to replies, including answering routine questions about your expertise, availability and booking process using Subscriber Content; (e) request and receive pleadings or case information that Attorneys voluntarily provide; (f) provide your CV and other designated information; and (g) offer your booking link and schedule meetings.

4.2 Outreach Parameters and Approval. You approve the nature and scope of Authorized Outreach by selecting and maintaining your expertise keywords, jurisdictions, side preferences, templates, booking settings and other settings in the Platform (“Outreach Parameters”). You acknowledge that AI Features will generate individualized Communications within your Outreach Parameters without your review of each Communication, and that your approval of Outreach Parameters and any template constitutes your approval of all Communications reasonably consistent with them. You shall review your Outreach Parameters and any sample Communications and logs made available to you and notify Testimo promptly of any Communication you believe is inaccurate.

4.3 Limits of Authority. Your authorization is limited to marketing, introduction and scheduling. Testimo has no authority to bind you to any Engagement, quote, negotiate or accept fees, perform conflicts checks, make sworn statements, render opinions, waive privilege, or accept confidentiality, retention or other obligations on your behalf, and any purported commitment beyond this authority is void.

4.4 Revocation. You may revoke this authorization prospectively by pausing outreach or canceling in the Platform. Revocation is effective after a reasonable processing period and does not affect Communications already sent or queued, replies to them, or records Testimo retains.

4.5 Testimo Discretion. Testimo determines in its sole discretion all sending infrastructure, domains, sender identities, cadence, volume, timing, routing, Recipient selection, suppression and deliverability practices, and may at any time, without notice or liability, withhold, edit, delay, limit, suspend or discontinue any Communication or all outreach. Testimo may contact counsel for any party consistent with your side preferences as configured, but does not guarantee that side preferences will be accurately applied.

4.6 Outreach Compliance. Testimo’s standard outreach processes are designed to include the identification, opt-out and postal-address elements that Testimo determines are required for commercial email. You acknowledge that you are the advertiser whose services are promoted in Authorized Outreach and may have independent obligations under the CAN-SPAM Act, state electronic-mail laws, professional advertising rules and other law. You shall provide a valid physical postal address for use in Communications if requested; shall not instruct Testimo to make any false, misleading or deceptive statement; and shall not contact, or use information from the Services to contact, any person who has opted out. Opt-outs and suppressions apply across the Platform and may be shared among Testimo subscribers.

4.7 No Texts or Calls. Testimo will not send text messages or place automated or prerecorded calls on your behalf unless a separate written authorization expressly provides for it.

4.8 Meetings. Testimo has no responsibility for the conduct of any Attorney, the occurrence, rescheduling or cancellation of any meeting, calendar or booking-tool errors, or the outcome of any meeting.

4.9 AI Disclosure and Message Integrity. You authorize and agree that Communications generated or sent by AI Features may disclose that they are automated or AI-assisted and are sent by Testimo on your behalf, and that Testimo will make that disclosure where applicable law requires it (including Cal. Bus. & Prof. Code § 17940 et seq. and Utah Code § 13-75-101 et seq.) or when a Recipient asks whether they are communicating with a person. You shall not request, and Testimo will not knowingly send, any Communication that misrepresents its sender, origin or AI nature, or that uses a false or misleading subject line.

5. AI Features; Outputs; Fit Scores; No Reliance

5.1 Use of AI. The Services use AI Features, including third-party models, to identify and classify matters, interpret Litigation Data, summarize documents, draft and personalize Communications, classify and respond to replies and generate Fit Scores, and you consent to such use with Subscriber Content and Communications.

5.2 Nature of Outputs. YOU ACKNOWLEDGE THAT OUTPUTS ARE PROBABILISTIC AND AUTOMATICALLY GENERATED; MAY BE INACCURATE, INCOMPLETE, OUTDATED, MISATTRIBUTED OR INCONSISTENT; MAY CONTAIN “HALLUCINATIONS,” MISCLASSIFIED CASES, PARTIES, SIDES OR COUNSEL, AND INCORRECT DESCRIPTIONS OF YOU OR ANY MATTER; AND MAY BE SIMILAR OR IDENTICAL TO OUTPUTS PROVIDED TO OTHER SUBSCRIBERS.

5.3 Fit Scores. A Fit Score is an automated, advisory marketing indicator only. It is not a credential verification, conflicts check, admissibility, Daubert or Frye assessment, legal analysis, expert opinion, case evaluation or prediction of retention, and it may be unavailable (for example, “N/A”) where Testimo lacks sufficient information. Fit Scores may be shown to or used with Attorneys only as Testimo determines. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TESTIMO MAKES NO REPRESENTATION, WARRANTY, GUARANTEE OR COMMITMENT OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO ANY FIT SCORE, INCLUDING AS TO ITS ACCURACY, COMPLETENESS, RELIABILITY, METHODOLOGY, AVAILABILITY OR SUITABILITY FOR ANY PURPOSE, AND YOU SHALL HAVE NO CLAIM, REMEDY OR RECOURSE OF ANY KIND AGAINST ANY PROTECTED PARTY ARISING OUT OF OR RELATING TO ANY FIT SCORE OR ANY RELIANCE ON, OR DECISION MADE BY YOU OR ANY THIRD PARTY BASED ON, ANY FIT SCORE. No refund, credit or other remedy is available on account of any Fit Score.

5.4 No Reliance. You shall not rely on any Output as a substitute for your own independent professional judgment and are solely responsible for verifying any Output, matter fact, Attorney identity or conflict before acting on it, including before accepting any Engagement.

5.5 Human Review. Testimo may, but is not obligated to, use human review of any Output or Communication and may pause automated workflows in its discretion. The absence of human review is not negligence or a breach of these Terms.

6. Litigation Data; Third-Party Sources; Confidentiality

6.1 Third-Party Data. Litigation Data and other Third-Party Data may originate from courts, PACER and state court systems, licensed data vendors, public websites and other sources and are subject to the terms, restrictions and availability imposed by those sources. Testimo does not control and is not responsible for Third-Party Data, and does not represent that any provider, license, court, case type, filing or Attorney is or will be covered, that any docket is complete or current, or that any source will remain available. Testimo may add, replace or discontinue Third-Party Providers at any time.

6.2 Permitted Use. You may view and use Litigation Data and Outputs displayed to you solely for your internal professional evaluation of potential Engagements during your subscription, and shall comply with any provider terms Testimo makes available to you. You obtain no ownership or redistribution rights in Third-Party Data and shall not bulk download, scrape, export (except through features Testimo provides for that purpose), resell, sublicense, republish, or use the Platform, Litigation Data or Outputs to build or improve any competing database, product or service.

6.3 Restricted Materials. You shall not upload, submit or direct Testimo to obtain or process sealed records, materials subject to a protective order or confidentiality agreement, privileged or work-product material, protected health information, nonpublic personal information of litigants, third-party trade secrets, improperly obtained materials or other nonpublic litigation material (“Restricted Materials”), unless Testimo has expressly agreed in writing to a workflow for them and you have all necessary authority.

6.4 Attorney-Provided Documents. Testimo may receive complaints and other documents that Attorneys voluntarily provide. Testimo relies on the providing Attorney’s judgment as to whether a document may be shared, makes no representation regarding its status, and may use it to generate Outputs and Fit Scores. Any such document made available to you is for your evaluation of a potential Engagement only. If you receive material you believe is Restricted Material, you shall not use or disclose it, shall notify Testimo promptly and shall follow Testimo’s reasonable instructions.

6.5 No Legal Relationship. Nothing in these Terms or the Services creates an attorney-client or privileged relationship with Testimo or makes Testimo counsel, consultant or agent for any party to any proceeding.

7. Professional Independence; Relationship of the Parties; No Fee Sharing

7.1 Independence. Attorneys and you independently decide whether to communicate or engage, and negotiate any Engagement, scope, conflicts, confidentiality, compensation and payment directly. Testimo is not a party to, guarantor of, or responsible for any Engagement, any Attorney’s conduct, payment of your fees, or any dispute between you and any Attorney or party.

7.2 No Fee Sharing or Contingent Compensation. Fees compensate Testimo solely for technology, data and marketing services and are owed regardless of whether any matter, response, meeting or Engagement results. Testimo does not receive, collect or share legal fees, litigation recoveries or any portion of your expert compensation. You shall not enter into any compensation arrangement contingent on the outcome of a matter or on testimony where prohibited by law or professional rules.

7.3 Relationship. The parties are independent contractors. Except for the limited authorization in Section 4.1, nothing in these Terms creates any agency, partnership, joint venture, employment, franchise, fiduciary or special relationship, and Testimo owes you no duties other than those expressly stated in these Terms.

7.4 No Exclusivity. Testimo may provide the Services to other experts, including your competitors and experts retained by opposing parties in the same matter, and may introduce multiple experts to the same Attorney or matter. Testimo has no obligation to allocate any matter or Attorney to you.

7.5 Your Compliance. You are solely responsible for your compliance with all professional, ethical, licensing, advertising, testimony, conflict-of-interest, privacy and other laws and rules applicable to you and your marketing.

8. Plans; Fees; Payment Authorization

8.1 Plans and Prices. Your plan, coverage, keyword allotment, side selection, add-ons, promotional pricing and one-time services, and the applicable fees, are as displayed at checkout and confirmed in your Order. The prices displayed and accepted at checkout are the only binding prices; any other price list, proposal, specification or Website statement is not an offer.

8.2 Promotional Pricing. Any discount or promotion applies only to the eligible Subscriber, plan, Services and period expressly stated in the offer accepted at checkout; is nontransferable; may not be combined with other offers unless stated; and ends automatically at the end of the stated period or upon cancellation, downgrade, material breach or nonpayment. Unless the offer states otherwise, promotional discounts do not apply to add-ons, Historical Search or taxes. At the end of the promotional period your subscription renews at the then-current standard price disclosed at checkout.

8.3 Taxes. Fees are stated and payable in U.S. dollars and exclude all sales, use, value-added, digital-services and similar taxes and charges, which you shall pay (other than taxes on Testimo’s net income) and which Testimo or its payment processor may collect.

8.4 Payment Authorization. By providing a payment method you authorize Testimo and its payment processor to store a payment token and charge, on the schedule disclosed at checkout, all recurring subscription fees, add-on fees, one-time fees, applicable taxes and other charges you have authorized, until you cancel under Section 9. You authorize the processor to obtain updated card information through card-network updater services. Testimo does not store complete card numbers.

8.5 Failed Payments. If a charge fails, Testimo may retry it and may, after notice, suspend or downgrade the Services until all amounts are paid. Overdue amounts bear interest at the lesser of 1.5% per month or the maximum rate permitted by law, and you shall reimburse Testimo’s reasonable costs of collection, including reasonable attorneys’ and collection-agency fees, to the extent permitted by applicable law (and, where applicable law makes such a provision reciprocal, on a reciprocal basis).

8.6 Billing Disputes; Chargebacks. You must notify Testimo in writing of any billing dispute within sixty (60) days after the charge, failing which the charge is deemed accepted to the extent permitted by law. You shall contact Testimo and attempt to resolve any dispute before initiating a chargeback. A chargeback of an amount properly charged is a material breach, and Testimo may suspend or terminate your account and recover the disputed amount and associated fees. Nothing in this Section limits any nonwaivable right you have under the Fair Credit Billing Act, the Electronic Fund Transfer Act, Regulations Z or E, state law or card-network rules.

8.7 No Refunds. Except as expressly stated in these Terms or required by law, all fees are earned when charged and are nonrefundable, and no refunds or credits are given for partial periods, unused features, lack of results, downgrades or dissatisfaction.

9. Initial Billing; Renewals; Cancellation

9.1 Recurring Subscription. Subscriptions run by calendar month. Except for the first charge described in Sections 9.2 and 9.3, subscription fees are due and charged on the first day of each calendar month, in advance, for the Services provided during that calendar month. Subscriptions AUTOMATICALLY RENEW for successive calendar-month periods at the price disclosed at checkout (as modified under Section 9.6) until canceled under Section 9.5.

9.2 Preregistration Offer. For Subscribers whose checkout expressly identifies them as eligible preregistration customers: (a) no subscription fee will be charged at registration; (b) the Services launch on January 1, 2027, and the first subscription charge will be made on January 1, 2027, in advance, and will cover the full service period from January 1, 2027 through January 31, 2027; (c) the first subscription charge will be the full base monthly subscription fee for that service period, plus any add-on fees and taxes as disclosed at checkout; (d) subsequent charges will be made on the first day of each calendar month beginning February 1, 2027, each covering that calendar month in advance; and (e) any access to the Services before January 1, 2027 is provided free of charge on an evaluation basis. Testimo will send a reminder by email not less than three (3) nor more than twenty-one (21) days before the January 1, 2027 charge, stating the amount, date and how to cancel. You may cancel before January 1, 2027 without charge, and the advance-notice requirement in Section 9.5 does not apply to that cancellation. No Subscriber will be charged more than one recurring subscription fee for the same service period.

9.3 Other Subscribers. For all other Subscribers, the first charge occurs on your registration date and is prorated to cover the remaining days of that calendar month (a registration on the first day of a month is charged in full). Thereafter, a full monthly charge occurs on the first day of each calendar month and covers that calendar month’s service period.

9.4 Historical Search and One-Time Services. Historical Search and other one-time services are separately purchased, charged when ordered or as disclosed at checkout, and fully earned once performance begins. Cancellation of a recurring plan does not cancel, or entitle you to a refund of, a one-time service once performance has begun, except as required by law.

9.5 Cancellation. You may cancel at any time online through your account billing settings, using a method no more burdensome than the method you used to subscribe, or by emailing jr@testimo.ai. Cancellation becomes effective at the end of the monthly service period following the monthly service period in which Testimo receives your notice (the “Cancellation Effective Date”). This means that, regardless of the date on which you give notice, you will be charged for one further full monthly service period after the period in which you give notice, and no more. For example: (a) if Testimo receives your notice on January 2 or on January 31, your Cancellation Effective Date is February 28, and you will be charged on February 1 for the February service period only; and (b) if you are a preregistration Subscriber under Section 9.2 and Testimo receives your notice on January 2, 2027 (after the January 1, 2027 charge), your Cancellation Effective Date is February 28, 2027, and you will be charged for the January and February 2027 service periods. You will be charged for each monthly service period that begins before the Cancellation Effective Date, and the Services will remain available through that date. The Platform will display your Cancellation Effective Date and any remaining charges when you cancel, and Testimo will confirm the cancellation by email. No charges will be made for any period after the Cancellation Effective Date. If applicable automatic-renewal or consumer-protection law requires cancellation to take effect sooner, or prohibits an advance-notice requirement, the advance-notice requirement does not apply to you and your cancellation becomes effective at the end of the then-current paid service period or on any earlier date that law requires. Where applicable law grants you a right to cancel more easily, sooner or on different terms, that law controls.

9.6 Price Changes. Testimo may change subscription prices, plan features or fee structures prospectively on at least thirty (30) days’ prior notice by email or in the Platform. The new price applies from the first billing period beginning after the notice period, unless you give notice of cancellation during the notice period, in which case the new price will not apply to you.

9.7 Renewal Notices. After you subscribe, Testimo will send you an acknowledgment that sets out the automatic-renewal terms, the recurring charge and its frequency, the cancellation policy and how to cancel. Testimo will notify you by email not less than seven (7) nor more than thirty (30) days before any promotional price expires and the standard price applies. Testimo will also provide any annual reminder and any other renewal, price-change or promotion-expiry notice required by applicable law.

10. Service Changes; Suspension; Termination

10.1 Modifications. Testimo may add, modify, replace, limit or discontinue any feature, data source, AI model, integration or Third-Party Provider at any time. If Testimo permanently discontinues the core functionality of your paid plan, your sole and exclusive remedy is to cancel and receive a pro rata refund of prepaid fees for the unused portion of the then-current monthly period.

10.2 Suspension. Testimo may suspend or limit all or part of the Services, your account or outreach immediately, with or without notice, if Testimo believes it necessary to address actual or suspected breach, fraud, inaccurate Subscriber Content, security risk, unlawful or noncompliant outreach, Recipient complaints, deliverability or reputational harm, Third-Party Provider restrictions, nonpayment, legal process or regulatory inquiry. Fees continue to accrue during any suspension caused by your acts or omissions.

10.3 Termination by Testimo. Testimo may terminate these Terms or any subscription (a) immediately on notice for your breach or any reason described in Section 10.2; or (b) for convenience on thirty (30) days’ notice, in which case Testimo will refund prepaid fees for any unused period after the termination date.

10.4 Termination by You. You may terminate by canceling under Section 9.5.

10.5 Effect. On termination, all rights and licenses granted to you end, you shall cease using the Services, and all unpaid amounts become immediately due. Testimo has no obligation to retain or provide Subscriber Content, Outputs or logs after termination but may retain records under Section 3.4. Testimo is not liable to you or any third party for any suspension, termination or modification made in accordance with these Terms.

10.6 Survival. Sections 3.4, 5, 6, 7, 8 (as to accrued amounts), 10.5, 10.6 and 11 through 19, and any provision that by its nature should survive, survive termination.

11. Acceptable Use

You shall not, and shall not permit any person to: (a) violate any law, regulation, professional rule, court order or protective order, or the rights of any third party; (b) impersonate any person or misrepresent your identity, credentials or affiliations; (c) submit Restricted Materials or unlawful, infringing, defamatory or harmful information; (d) scrape, crawl, harvest, data-mine, copy or export the Platform, Litigation Data, Attorney contact information or Outputs other than through features Testimo provides; (e) reverse engineer, decompile or attempt to derive source code, models, prompts, weights, scoring methods or training data, except to the extent this restriction is prohibited by law; (f) access the Services to build or benchmark a competing product, or on behalf of a Testimo competitor; (g) bypass, disable or interfere with security, rate limits, access controls, opt-out or suppression systems; (h) transmit malware or interfere with the Platform; (i) use the Services or information from them to send unsolicited, deceptive, harassing or unlawful communications, or to contact any person who has opted out; (j) use Litigation Data to contact litigants or represented parties directly, or for any purpose other than seeking Engagements through counsel; (k) attempt prompt injection or other manipulation of AI agents, or use AI Features to generate unlawful, deceptive or infringing content; (l) resell, sublicense or provide access to the Services to any third party; or (m) use the Services in any manner that could expose Testimo or its Third-Party Providers to liability or reputational harm. Testimo may investigate violations and cooperate with law enforcement, courts, regulators and affected Recipients.

12. Intellectual Property; Feedback

12.1 Testimo Property. Testimo and its licensors own all right, title and interest in the Website, Platform, Services, software, AI agents, prompts, models, scoring methods, workflows, templates (excluding Subscriber Content within them), designs, databases, documentation, Usage Data, Aggregated Data and all improvements and derivative works, and all intellectual property rights therein (“Testimo Property”). All rights not expressly granted are reserved.

12.2 Your License. Subject to these Terms and timely payment, Testimo grants you a limited, revocable, nonexclusive, nontransferable, nonsublicensable right during your subscription to access and use the Platform and the Outputs made available to you solely for your internal professional business purposes. Outputs are Testimo Property except to the extent they incorporate Subscriber Content.

12.3 Usage and Aggregated Data. Testimo may collect and use data regarding use and performance of the Services, including response, matching and outreach results (“Usage Data”), and may create de-identified or aggregated data from Subscriber Content, Communications and Usage Data that does not identify you (“Aggregated Data”), and may use both for any lawful purpose during and after the term. Usage Data and Aggregated Data do not include, and will not be derived from, Google User Data as defined in Section 13.5.

12.4 Feedback. You grant Testimo a perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable license to use and exploit any suggestions or feedback without attribution, compensation or restriction.

12.5 Marks. You may not use Testimo’s names, logos or trademarks without prior written consent.

13. Privacy; Data Security; Electronic Communications

13.1 Privacy Policy. Testimo’s collection and use of personal information is described in its Privacy Policy at https://testimo.ai/privacy, which is incorporated by reference. You acknowledge that the Services involve processing professional profile information, Attorney business contact information, Communications, calendar information, Litigation Data and transaction records, including by Third-Party Providers. To the extent state privacy laws (including the California Consumer Privacy Act and comprehensive privacy laws in other states) apply to Testimo, individuals may exercise the rights described in the Privacy Policy, and nothing in these Terms limits those rights.

13.2 Your Data Obligations. You are responsible for having all notices, consents and rights required for personal information you provide and for your own use of personal information obtained through the Services, and shall comply with applicable privacy and data-protection laws.

13.3 Security. Testimo will use security measures that it determines in its discretion to be commercially reasonable for the nature of the Services. YOU ACKNOWLEDGE THAT NO SYSTEM IS SECURE, THAT INTERNET AND EMAIL TRANSMISSIONS ARE INHERENTLY INSECURE, AND THAT TESTIMO DOES NOT WARRANT THAT SUBSCRIBER CONTENT OR COMMUNICATIONS WILL BE FREE FROM UNAUTHORIZED ACCESS, LOSS OR ALTERATION. Testimo will provide notice of security incidents where required by law. You are responsible for maintaining independent copies of your Subscriber Content.

13.4 Electronic Communications. You consent to receive all agreements, notices, disclosures, receipts and other communications electronically by email or through the Platform, and agree that they satisfy any legal requirement that communications be in writing. To access them you need a device with internet access, a current web browser, a valid email address and software that can open PDF files. You may request a paper copy of any required disclosure at no charge by contacting jr@testimo.ai, and you may update your email address in your account settings. Marketing communications from Testimo are subject to your opt-out rights. You may withdraw consent to electronic communications by notifying jr@testimo.ai; because the Services are provided electronically, withdrawal will result in closure of your account, without any fee for withdrawing.

13.5 Google User Data. If you connect a Google account, including Google Calendar, to the Services, Testimo will access information obtained through Google APIs, including calendar events, availability, attendee details and related account information (“Google User Data”), only as needed to provide the scheduling and availability features you enable. Notwithstanding anything else in these Terms, Testimo’s use and transfer of Google User Data will adhere to the Google API Services User Data Policy, including its Limited Use requirements. Without limiting the foregoing, Testimo will not: (a) use Google User Data to develop, train, tune or improve any artificial intelligence or machine learning model, including Testimo’s own models and AI Features or those of any Third-Party Provider; (b) include Google User Data in Usage Data or Aggregated Data, or use it for any purpose described in Section 12.3; (c) use or transfer Google User Data for advertising, sell it, or use it to determine creditworthiness or for lending purposes; (d) transfer Google User Data to any third party except as necessary to provide or improve the user-facing features you have enabled, to comply with applicable law, to protect security, or as part of a merger, acquisition or sale of assets; or (e) permit any person to read Google User Data unless you have given affirmative consent for specific data, or it is necessary for security purposes or to comply with applicable law. You may revoke Testimo’s access at any time through your Google account settings or the Platform. Testimo will delete Google User Data promptly after you revoke access or close your account, except to the extent applicable law requires otherwise.

14. Confidentiality

14.1 Testimo Confidential Information. You shall hold in confidence and not use or disclose, except as necessary to use the Services, all nonpublic information concerning Testimo, the Platform, pricing, Outputs, Fit Score methodology, prompts, workflows, Third-Party Data and Attorney responses (“Testimo Confidential Information”), using at least reasonable care.

14.2 Subscriber Information. Testimo will use nonpublic Subscriber Content that is not intended for transmission to Recipients only as permitted by these Terms and will protect it with reasonable care, and may disclose it to its personnel, Affiliates, Third-Party Providers and advisors with a need to know, as required by law or legal process, or to enforce these Terms. Subscriber Content that you authorize for transmission to Recipients, including your CV, biography and credentials, is not confidential.

14.3 Exclusions. Confidential information excludes information that is or becomes public without breach, was known without restriction, is independently developed, or is rightfully received from a third party without restriction.

14.4 Remedies. Unauthorized use or disclosure of Testimo Confidential Information may cause irreparable harm, and Testimo may seek injunctive relief without posting bond, in addition to other remedies.

14.5 Permitted Disclosures. Nothing in these Terms prohibits or restricts you from (a) posting or sharing a truthful review, rating or other assessment of Testimo or the Services, as protected by the Consumer Review Fairness Act, 15 U.S.C. § 45b, and similar state law, provided you do not disclose Third-Party Data, Fit Score methodology, prompts or other trade secrets; or (b) reporting possible violations of law to, or cooperating with, any court, government agency, regulator, bar authority or law enforcement body.

15. Disclaimers

15.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE, PLATFORM, SERVICES, OUTPUTS, FIT SCORES, THIRD-PARTY DATA, BETA FEATURES AND ALL COMMUNICATIONS ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS,” AND YOUR USE OF THEM IS AT YOUR SOLE RISK. TESTIMO, FOR ITSELF AND THE PROTECTED PARTIES, EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE.

15.2 WITHOUT LIMITATION, TESTIMO DOES NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (B) ANY COURT, JURISDICTION, CASE, FILING OR ATTORNEY WILL BE MONITORED, IDENTIFIED OR ACCURATELY DESCRIBED; (C) ANY OUTPUT, FIT SCORE, MATCH OR CLASSIFICATION WILL BE ACCURATE, COMPLETE, CURRENT OR SUITABLE; (D) ANY COMMUNICATION WILL BE SENT, DELIVERED, OPENED OR READ, OR WILL NOT BE FILTERED AS SPAM; (E) ANY ATTORNEY WILL RESPOND, MEET, RETAIN YOU OR PAY YOUR FEES; OR (F) YOU WILL ACHIEVE ANY ENGAGEMENT, REVENUE OR OTHER RESULT.

15.3 NO ORAL OR WRITTEN INFORMATION FROM TESTIMO, INCLUDING SALES MATERIALS, DEMONSTRATIONS OR WEBSITE STATEMENTS, CREATES ANY WARRANTY, AND YOU REPRESENT THAT YOU HAVE NOT RELIED ON ANY SUCH STATEMENT IN ENTERING INTO THESE TERMS.

15.4 TESTIMO IS NOT RESPONSIBLE FOR THIRD-PARTY DATA OR THIRD-PARTY SERVICES.

15.5 NOTHING IN THIS SECTION EXCLUDES ANY WARRANTY THAT CANNOT LAWFULLY BE EXCLUDED; ANY SUCH WARRANTY IS LIMITED IN DURATION TO THIRTY (30) DAYS FROM FIRST USE TO THE EXTENT PERMITTED BY LAW.

16. Limitation of Liability

16.1 PROTECTED PARTIES. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 16 BENEFIT TESTIMO LLC, ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, LICENSORS, DATA PROVIDERS, TECHNOLOGY AND AI PROVIDERS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “PROTECTED PARTIES”), EACH OF WHICH IS AN EXPRESS THIRD-PARTY BENEFICIARY OF SECTIONS 15 THROUGH 18.

16.2 EXCLUSION OF DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY PROTECTED PARTY BE LIABLE TO YOU OR ANY PERSON CLAIMING THROUGH YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, ENHANCED OR STATUTORY DAMAGES, OR FOR ANY LOST PROFITS, REVENUE, FEES, ENGAGEMENTS, BUSINESS, OPPORTUNITIES, ANTICIPATED SAVINGS, GOODWILL OR REPUTATION, LOSS, CORRUPTION OR UNAVAILABILITY OF DATA, BUSINESS INTERRUPTION, OR COSTS OF SUBSTITUTE SERVICES, HOWEVER CAUSED, WHETHER OR NOT FORESEEABLE AND EVEN IF ADVISED OF THEIR POSSIBILITY.

16.3 SPECIFIC EXCLUSIONS. WITHOUT LIMITING SECTION 16.2, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO PROTECTED PARTY SHALL HAVE ANY LIABILITY, INCLUDING FOR DIRECT DAMAGES, ARISING OUT OF OR RELATING TO: (A) THIRD-PARTY DATA, INCLUDING INACCURATE, INCOMPLETE, DELAYED OR MISSING COURT RECORDS OR ATTORNEY INFORMATION; (B) OUTPUTS, FIT SCORES OR AI FEATURES, INCLUDING HALLUCINATIONS, MISCLASSIFICATIONS OR IMPROPER MATCHES; (C) MISSED, UNIDENTIFIED OR UNMONITORED CASES OR ATTORNEYS; (D) UNDELIVERED, DELAYED, FILTERED, MISDIRECTED OR UNSUCCESSFUL COMMUNICATIONS, INCLUDING COMMUNICATIONS SENT TO OPPOSING COUNSEL OR CONTRARY TO SIDE PREFERENCES; (E) SCHEDULING OR CALENDAR FAILURES; (F) THE CONDUCT OF ANY ATTORNEY OR THIRD PARTY, OR ANY ENGAGEMENT OR FAILURE TO OBTAIN OR BE PAID FOR AN ENGAGEMENT; (G) CONFLICTS OF INTEREST, DISQUALIFICATION OR CHALLENGES TO YOUR QUALIFICATIONS OR TESTIMONY; (H) UNAUTHORIZED ACCESS, SECURITY INCIDENTS, MALWARE OR LOSS OF INFORMATION; (I) SERVICE INTERRUPTIONS, THIRD-PARTY OUTAGES OR FAILURES OF THIRD-PARTY PROVIDERS; OR (J) SUBSCRIBER CONTENT OR YOUR INSTRUCTIONS; PROVIDED, HOWEVER, THAT THIS SECTION 16.3 DOES NOT EXCLUDE LIABILITY FOR PROVEN DIRECT DAMAGES TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OF A PROTECTED PARTY, WHICH LIABILITY REMAINS SUBJECT TO SECTIONS 16.2 AND 16.4.

16.4 AGGREGATE CAP. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF ALL PROTECTED PARTIES, COLLECTIVELY, FOR ALL CLAIMS OF ANY KIND ARISING OUT OF OR RELATING TO THESE TERMS, THE WEBSITE, THE PLATFORM OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (I) THE SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO TESTIMO DURING THE FOUR (4) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY AND (II) ONE HUNDRED U.S. DOLLARS (US $100). MULTIPLE CLAIMS SHALL NOT ENLARGE THIS LIMIT.

16.5 ALL THEORIES. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 16 APPLY TO ALL CLAIMS AND THEORIES OF LIABILITY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND NEGLIGENT MISREPRESENTATION), STRICT LIABILITY, MISREPRESENTATION, STATUTE, EQUITY OR OTHERWISE, AND APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

16.6 EXCLUSIVE REMEDY. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISSATISFACTION WITH, OR DEFECT OR ERROR IN, THE SERVICES IS TO STOP USING THEM AND CANCEL UNDER SECTION 9.5.

16.7 NONWAIVABLE LIABILITY. NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY FOR FRAUD, FOR INTENTIONAL OR WILLFUL AND WANTON MISCONDUCT, OR FOR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, IN EACH CASE ONLY TO THE EXTENT IT CANNOT LAWFULLY BE EXCLUDED OR LIMITED.

16.8 SEVERABILITY AND FALLBACK LIMITATIONS. EACH EXCLUSION AND LIMITATION IN THIS SECTION 16 IS A SEPARATE AND SEVERABLE PROVISION. IF ANY PORTION IS HELD UNENFORCEABLE AS TO ANY CLAIM: (A) IT SHALL BE REFORMED TO THE MINIMUM EXTENT NECESSARY TO BE ENFORCEABLE AND THE REMAINDER ENFORCED; (B) IF SECTION 16.3 IS HELD UNENFORCEABLE AS TO DIRECT DAMAGES, THE PROTECTED PARTIES’ LIABILITY SHALL BE LIMITED TO PROVEN DIRECT DAMAGES, SUBJECT TO SECTION 16.4; (C) IF THE CAP IN SECTION 16.4 IS HELD UNENFORCEABLE, AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES ACTUALLY PAID BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY; AND (D) IF THAT LIMIT IS HELD UNENFORCEABLE, LIABILITY SHALL BE LIMITED TO THE LOWEST AMOUNT PERMITTED BY APPLICABLE LAW.

16.9 RISK ALLOCATION; BASIS OF THE BARGAIN. YOU ACKNOWLEDGE THAT TESTIMO’S FEES ARE SET IN RELIANCE ON THIS SECTION 16, WHICH IS AN ESSENTIAL BASIS OF THE BARGAIN; THAT YOU ARE A SOPHISTICATED PROFESSIONAL WHO HAS HAD THE OPPORTUNITY TO REVIEW THESE TERMS AND CONSULT COUNSEL; AND THAT YOU ASSUME ALL COMMERCIAL AND PROFESSIONAL RISKS OF YOUR EXPERT PRACTICE, ENGAGEMENTS, MARKETING DECISIONS AND RELIANCE ON OUTPUTS. YOU ARE RESPONSIBLE FOR MAINTAINING YOUR OWN PROFESSIONAL LIABILITY AND OTHER INSURANCE.

16.10 STATE-SPECIFIC TERMS. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR LIMITATIONS ON LIABILITY FOR NEGLIGENCE OR STATUTORY VIOLATIONS, SO SOME OF SECTIONS 15 AND 16 MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS WAIVES ANY RIGHT UNDER CALIFORNIA CIVIL CODE § 1798.150 OR ANY OTHER NONWAIVABLE STATUTORY RIGHT. IF YOU ARE A NEW JERSEY RESIDENT AND A CONSUMER, SECTIONS 15, 16, 17 AND 18.10 APPLY ONLY TO THE EXTENT PERMITTED BY NEW JERSEY LAW, AND THE EXCLUSIONS OF LIABILITY FOR NEGLIGENCE, FOR PUNITIVE DAMAGES AND FOR LOSS OF DATA OR PROPERTY DO NOT APPLY TO YOU.

17. Customer Indemnification

17.1 Indemnity. You shall defend, indemnify and hold harmless the Protected Parties from and against any and all claims, demands, suits, proceedings, arbitrations, subpoenas, investigations and regulatory or bar inquiries by any third party, including any Attorney, law firm, litigant, opposing expert, court, regulator or Recipient (each, a “Claim”), and all resulting losses, liabilities, damages, judgments, awards, settlements, fines, penalties, costs and expenses, including reasonable attorneys’ and experts’ fees and costs of responding to subpoenas (“Losses”), arising out of or relating to: (a) Subscriber Content, including your credentials, CV, qualifications, licenses, certifications, prior testimony and professional representations; (b) any inaccurate, incomplete or misleading information provided by you or on your behalf; (c) Authorized Outreach and other Communications sent within the scope of your authorization or Outreach Parameters, including Claims alleging misleading statements, unsolicited commercial communications, privacy violations or improper solicitation, to the extent attributable to Subscriber Content, your Outreach Parameters or your instructions; (d) your expert services, Engagements, fees, testimony, reports, work product or conflicts of interest, or disputes with any Attorney, party or other person; (e) any alleged violation of professional, ethical, licensing, advertising or regulatory requirements applicable to you; (f) your access to, use, misuse or disclosure of Litigation Data, Restricted Materials, attorney-provided documents or other confidential information; (g) your breach of these Terms or violation of applicable law or third-party rights; (h) any person accessing the Services through your account; or (i) any Claim brought by any of your clients, including any Attorney, law firm, party or other person who engages, retains, consults with or meets with you, or who was introduced to you through the Services, to the extent the Claim arises out of your qualifications, credentials, conflicts of interest, services, testimony, fees, Subscriber Content or other acts or omissions of you or anyone acting for you, whether or not the Claim names a Protected Party.

17.2 Exceptions. Section 17.1 does not apply to the extent a Claim is finally determined by a court or arbitrator of competent jurisdiction to have resulted from a Protected Party’s fraud, gross negligence, willful misconduct or willful and wanton conduct, or to the extent indemnification is prohibited by applicable law. Nothing in this Section 17.2 relieves you of your obligation to defend under Section 17.1 before any such final determination.

17.3 Procedure. Testimo will notify you of a Claim, but delay in notice relieves you of your obligations only to the extent you are materially prejudiced. Testimo may, at its election, (a) require you to assume the defense with counsel reasonably acceptable to Testimo, or (b) assume exclusive control of the defense and settlement with counsel of its choice, in which case you shall reimburse reasonable defense costs as incurred. You shall cooperate fully and shall not settle any Claim, make any admission or consent to any judgment or relief affecting any Protected Party without Testimo’s prior written consent. These obligations are in addition to any other rights of the Protected Parties.

18. Dispute Resolution; Binding Arbitration; Class-Action Waiver; Governing Law

18.1 Governing Law. These Terms and all Disputes are governed by the laws of the State of Illinois, without regard to conflict-of-laws principles, except that this Section 18 is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

18.2 Informal Resolution. Before commencing arbitration or any action, a party must send written notice describing the Dispute, the relief sought and the claimant’s contact information (to Testimo at the address in Section 19.1), and the parties shall attempt in good faith to resolve the Dispute for sixty (60) days, including by an individual video conference if requested. Compliance is a condition precedent to commencing any proceeding, and limitation periods are tolled during this period.

18.3 Binding Arbitration. EXCEPT AS PROVIDED IN SECTION 18.4, ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS, THE WEBSITE, THE PLATFORM, THE SERVICES, ANY COMMUNICATION OR THE RELATIONSHIP BETWEEN YOU AND ANY PROTECTED PARTY, WHETHER IN CONTRACT, TORT, STATUTE OR OTHERWISE AND WHETHER ARISING BEFORE OR AFTER YOUR ACCEPTANCE (A “DISPUTE”), SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING INDIVIDUAL ARBITRATION. The arbitration shall be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (or, if AAA determines its Consumer Arbitration Rules apply, those rules) before a single arbitrator seated in Chicago, Illinois, with hearings by video or on documents where the arbitrator permits. The arbitrator shall apply these Terms, including Section 16, and may award any individual relief available in court under applicable law. The arbitrator, and not any court, has exclusive authority to resolve all questions of arbitrability, scope, validity, formation and enforceability, except that a court shall decide questions concerning Sections 18.5 and 18.6. Judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own attorneys’ fees except as awarded under applicable law or these Terms, and administrative fees are allocated under the applicable AAA rules. If the AAA Consumer Arbitration Rules apply, Testimo will pay the fees those rules or applicable law (including Cal. Code Civ. Proc. §§ 1281.97-1281.98) require of the business, within the time required.

18.4 Exceptions. Either party may (a) bring an individual claim in small-claims court in Cook County, Illinois, if it qualifies; and (b) seek injunctive or other equitable relief in court to protect intellectual property, confidential information or the Platform or to enforce Section 11. Testimo may also bring an action in court to collect unpaid fees.

18.5 CLASS-ACTION WAIVER. YOU AND TESTIMO EACH AGREE THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL PROCEEDING. The arbitrator may not consolidate the claims of more than one person or award relief to anyone other than the individual claimant. If this Section 18.5 is found unenforceable as to any claim or form of relief, that claim or relief shall be severed, stayed pending the individual arbitration, and litigated only in court under Section 18.8.

18.6 Mass Arbitration. If twenty-five (25) or more similar demands are filed by or with the assistance of the same or coordinated counsel or entities, (a) the parties’ obligations to pay filing and administrative fees are stayed pending batching; (b) the demands shall be administered in batches of no more than twenty-five (25), with one arbitrator per batch, under any applicable AAA mass-arbitration supplementary rules; and (c) limitation periods are tolled for demands awaiting batching. A court may enforce this Section 18.6.

18.7 Opt-Out. You may opt out of Section 18.3 by sending written notice to jr@testimo.ai within thirty (30) days after you first accept these Terms, stating your name, account email and intent to opt out. Opting out does not affect any other provision, including Sections 18.5, 18.8, 18.9 and 18.10.

18.8 Exclusive Forum. Any Dispute not subject to arbitration shall be brought exclusively in the state or federal courts located in Cook County, Illinois, and each party irrevocably submits to their personal jurisdiction and venue and waives any objection based on inconvenient forum.

18.9 JURY-TRIAL WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE LITIGATED IN COURT. IF A COURT DETERMINES THAT THIS WAIVER IS UNENFORCEABLE UNDER THE LAW OF THE FORUM (INCLUDING CALIFORNIA OR GEORGIA LAW), THE PARTIES AGREE, WHERE PERMITTED, TO HAVE THE DISPUTE DECIDED BY A JUDICIAL REFEREE OR THE COURT SITTING WITHOUT A JURY (INCLUDING UNDER CAL. CODE CIV. PROC. § 638).

18.10 CLAIMS PERIOD. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CLAIM OR CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER IT ACCRUES OR IT IS PERMANENTLY BARRED. IF THE LAW GOVERNING A CLAIM PROHIBITS OR LIMITS CONTRACTUAL SHORTENING OF THE LIMITATION PERIOD, THE SHORTEST PERIOD THAT LAW PERMITS APPLIES, OR, IF NO SHORTENING IS PERMITTED, THE STATUTORY PERIOD APPLIES.

18.11 Changes to this Section. A material change to this Section 18 will not apply to any Dispute of which Testimo had written notice before the change’s effective date.

19. Notices; Amendments; Electronic Contracting; General Terms

19.1 Notices. Notices to Testimo must be sent by email to jr@testimo.ai. Notices of cancellation under Section 9.5, billing disputes under Section 8.6 and arbitration opt-outs under Section 18.7 are effective when sent by email (or, for cancellation, through your account billing settings), and no other delivery method is required. All other legal notices to Testimo, including notices of breach, claims and Disputes under Section 18.2, must also be sent by courier to Testimo LLC, 180 North LaSalle Street, Suite 2850, Chicago IL 60601, Attention: Legal. Notices to you may be sent to the email address associated with your account or posted in the Platform and are effective when sent or posted. You are responsible for keeping your email address current.

19.2 Amendments. Testimo may amend these Terms by posting the updated Terms with a revised “Last Updated” date and, for material changes, giving at least fifteen (15) days’ notice by email or in the Platform; provided that changes to subscription prices, plan features or fee structures are governed exclusively by Section 9.6, including its thirty (30) day notice period. Amendments apply prospectively from their effective date, and material adverse changes to the core features of a paid subscription will not apply until your first billing period beginning after the applicable notice period. Continued use after the effective date constitutes acceptance; where required by law, Testimo will obtain your affirmative acceptance. If you do not agree, your sole remedy is to cancel. Otherwise, these Terms may be amended only in a writing signed by an authorized officer of Testimo.

19.3 Electronic Contracting. These Terms are an electronic contract enforceable under the federal Electronic Signatures in Global and National Commerce Act and applicable state electronic-transactions law. Your electronic acceptance has the same effect as a handwritten signature, and Testimo’s electronic records of acceptance, including the date, time, Terms version, account identifier and IP address, are admissible and constitute presumptive evidence of your acceptance.

19.4 Force Majeure. Testimo is not liable for any delay or failure to perform caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, government action, court-system or PACER outages, failures of or changes in the terms of Third-Party Providers, AI model, email or hosting providers, internet or utility failures, cyberattacks and changes in law.

19.5 Assignment. You may not assign, delegate or transfer these Terms or any rights or obligations, by operation of law or otherwise, without Testimo’s prior written consent, and any attempt to do so is void. Testimo may freely assign or transfer these Terms without consent, including to an Affiliate or in connection with any merger, acquisition, reorganization, financing or sale of assets, and may subcontract any obligation. These Terms bind and benefit permitted successors and assigns.

19.6 Third-Party Beneficiaries. Except for the Protected Parties as provided in Sections 15 through 18, there are no third-party beneficiaries of these Terms, and no Attorney, Recipient or other person has any rights under them.

19.7 Severability; Waiver. If any provision is held invalid or unenforceable, it shall be enforced to the maximum extent permissible and reformed to effect the parties’ intent, and the remaining provisions remain in full force, subject to Sections 16.8 and 18.5. No waiver is effective unless in writing signed by Testimo, and no failure or delay in exercising any right is a waiver.

19.8 Interpretation. Headings are for convenience only. “Including” means “including without limitation.” These Terms shall not be construed against the drafter. The English version controls.

19.9 Export and Sanctions. You represent that you are not located in, or a national of, a comprehensively sanctioned country and are not on any U.S. government restricted-party list, and you shall comply with all applicable export-control and sanctions laws.

19.10 Entire Agreement. These Terms, the Privacy Policy and each Order constitute the entire agreement between you and Testimo concerning their subject matter and supersede all prior and contemporaneous proposals, specifications, communications, representations and agreements, whether oral or written.

19.11 Contact. Customer support: jr@testimo.ai. Billing: jr@testimo.ai. Legal notices: jr@testimo.ai. Privacy: https://testimo.ai/privacy

19.12 State Notices. California residents: under Cal. Civ. Code § 1789.3, the service provider is Testimo LLC, 180 N LaSalle Street, Suite 2850, Chicago, IL 60601; jr@testimo.ai; current charges are as displayed at checkout; and complaints may be directed to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, (800) 952-5210. Residents of other states may have additional rights under the law of their state, which these Terms do not limit to the extent those rights cannot be waived.