Terms of Use

1. Agreement to Terms

These Terms of Use ("Terms") constitute a legally binding agreement between you (individually, or on behalf of the entity you represent) and AgentCore LLC, a Delaware limited liability company doing business as "Dale" ("Company," "we," "our," or "us"), governing your access to and use of the Dale platform accessible at dale.legal and its associated subdomains (collectively, the "Platform").

By creating an account, accessing the Platform, or otherwise using the services provided through the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you are accessing the Platform on behalf of an organization, our Data Processing Agreement is also incorporated by reference and applies to the processing of personal data on your organization's behalf. If you do not agree to these Terms, you must not access or use the Platform.

If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the legal authority to bind that organization to these Terms. In such case, "you" and "your" shall refer to both you individually and the organization you represent.

2. Definitions

For purposes of these Terms:

• "Authorized User" means any individual granted access to the Platform under your organizational account.
• "Document Data" means the content of Franchise Disclosure Documents ("FDDs") and other files you upload to the Platform, together with the structured findings, compliance reports, and review outputs generated by the Platform in connection with such documents.
• "Platform" means the Dale web application, including all software, APIs, interfaces, documentation, and related services operated by the Company.
• "Review Output" means the analysis results, compliance findings, risk assessments, section-by-section reports, and other output generated by the Platform from Document Data.
• "Subscription" means the plan or arrangement under which you access the Platform, whether free trial, individual, or organizational.

3. Description of the Platform

3.1 Service Overview

Dale is an AI-powered compliance analysis platform that assists franchise attorneys, compliance professionals, and franchise development teams in reviewing FDDs against applicable regulatory requirements and industry best practices. The Platform ingests uploaded FDDs, performs automated section-level analysis, identifies potential compliance issues, and generates structured Review Output to support professional legal review.

3.2 No Legal Advice

THE PLATFORM IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL ADVICE, LEGAL OPINIONS, OR LEGAL REPRESENTATION. The Company is a technology provider. All Review Output generated by the Platform is intended solely as a preliminary analytical aid to assist licensed legal professionals in their independent review of FDDs. Review Output is generated by artificial intelligence systems that are probabilistic in nature and may contain errors, omissions, or inaccuracies.

You are solely responsible for independently verifying all Review Output and exercising your own professional judgment before relying on any analysis provided by the Platform. No attorney-client relationship, fiduciary duty, or professional engagement is created between you and the Company by your use of the Platform. If you require legal advice, you should consult a qualified attorney licensed in the relevant jurisdiction.

3.3 AI Limitations

You acknowledge and agree that: (a) the Platform utilizes artificial intelligence and machine learning technologies that may produce incomplete, inaccurate, or inconsistent results; (b) Review Output should be treated as a first-pass analysis and not as a definitive legal conclusion; (c) the Platform's analysis does not account for state-specific regulatory nuances, pending regulatory actions, informal guidance, or other factors that may be material to a complete compliance assessment; and (d) you bear sole responsibility for all legal and professional determinations made in reliance on or in connection with the Platform.

4. Account Registration & Security

4.1 Account Creation

To access the Platform, you must create an account by providing accurate, current, and complete registration information. You agree to promptly update your account information to maintain its accuracy. We reserve the right to reject any registration or suspend any account that we reasonably believe contains inaccurate or misleading information.

4.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials, including passwords and any multi-factor authentication mechanisms
• All activities that occur under your account, whether or not you have authorized such activities
• Notifying us immediately at security@dale.legal upon becoming aware of any unauthorized use of your account or any other breach of security

The Company shall not be liable for any loss or damage arising from your failure to maintain the security of your account credentials.

4.3 Organizational Accounts

If your account is part of an organizational subscription, the organization's designated administrator(s) may have the ability to manage accounts, control access permissions, and view aggregated usage data for the organization. You consent to such administrative access as a condition of using the Platform through an organizational subscription.

5. Acceptable Use

You agree to use the Platform only for lawful purposes directly related to legitimate franchise compliance review. You shall not, and shall not permit any Authorized User to:

• Use the Platform for any purpose other than the analysis of FDDs and related franchise compliance documents
• Upload, transmit, or submit any document or data that you do not have the legal right to submit for analysis, or that contains information you are prohibited from disclosing
• Attempt to reverse-engineer, decompile, disassemble, or otherwise derive the source code, algorithms, models, or underlying methodologies of the Platform
• Access or attempt to access any systems, data, or accounts that you are not authorized to access
• Interfere with or disrupt the integrity, security, or performance of the Platform or its supporting infrastructure
• Use any automated means (including bots, scrapers, or crawlers) to access the Platform or extract data therefrom, except through APIs expressly provided for such purpose
• Sublicense, resell, redistribute, or make the Platform available to any third party, except as expressly permitted under an organizational subscription
• Use the Platform in any manner that violates applicable law or regulation, including without limitation export control and sanctions laws

We reserve the right to investigate potential violations of this Section and to suspend or terminate access to the Platform without prior notice if we reasonably believe a violation has occurred.

6. Intellectual Property

6.1 Company Intellectual Property

The Platform (including all software, source code, object code, algorithms, machine learning models, compliance rulesets, user interface designs, trade names, trademarks, service marks, logos, documentation, and all other intellectual property embodied therein) is and shall remain the sole and exclusive property of the Company or its licensors. These Terms do not convey to you any right, title, or interest in or to the Platform or any Company intellectual property, except for the limited license to use the Platform as expressly set forth herein.

6.2 Your Document Data

You retain all right, title, and interest in and to the Document Data you upload to the Platform. By uploading Document Data, you grant the Company a limited, non-exclusive, non-transferable, revocable license to process, analyze, and store such data solely for the purpose of providing the Platform's services to you. This license terminates upon deletion of the applicable Document Data or termination of your account, subject to the retention periods described in our Privacy Policy and, for organizational customers, our Data Processing Agreement.

We do not claim ownership of your Document Data. We will not use your Document Data to train, fine-tune, or improve third-party artificial intelligence or machine learning models, nor will we make your Document Data accessible to other customers.

6.3 Feedback

If you provide us with suggestions, ideas, enhancement requests, or other feedback regarding the Platform ("Feedback"), you hereby assign to the Company all right, title, and interest in such Feedback and agree that the Company is free to use, disclose, reproduce, license, and otherwise exploit such Feedback without restriction or obligation to you.

7. Confidentiality

Each party acknowledges that it may receive confidential and proprietary information of the other party in connection with these Terms. "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including without limitation Document Data, Review Output, business plans, pricing information, and technical specifications.

The receiving party shall: (a) use the disclosing party's Confidential Information solely for purposes of performing its obligations or exercising its rights under these Terms; (b) not disclose such Confidential Information to any third party except to employees, contractors, and Sub-processors who need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

These obligations shall not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was already known to the receiving party without restriction prior to disclosure; (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by applicable law, regulation, or court order, provided that the receiving party provides prompt notice (to the extent permitted) and cooperates with the disclosing party's efforts to obtain protective treatment.

8. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, RELIABILITY, TITLE, AND NON-INFRINGEMENT.

Without limiting the generality of the foregoing, the Company does not warrant or represent that:

• The Platform will operate without interruption, error, or security vulnerability
• Any Review Output will be complete, accurate, current, or free from errors or omissions
• The Platform's analysis will satisfy the requirements of any particular legal, regulatory, or compliance standard, whether federal or state
• Defects in the Platform will be corrected within any particular timeframe
• The Platform will meet your specific requirements or expectations

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE PLATFORM AND RELIANCE ON ANY REVIEW OUTPUT IS AT YOUR SOLE RISK. AI-GENERATED ANALYSIS IS INHERENTLY PROBABILISTIC AND MUST BE INDEPENDENTLY VERIFIED BY A QUALIFIED PROFESSIONAL BEFORE ANY RELIANCE THEREON.

9. Limitation of Liability

9.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Aggregate Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU HAVE ACTUALLY PAID TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00 USD).

9.3 Basis of the Bargain

The limitations of liability set forth in this Section 9 reflect an informed, voluntary allocation of risk between the parties and form an essential basis of the bargain between the parties. The Company would not provide the Platform without these limitations, and you acknowledge that such limitations are reasonable in light of the nature of the Platform and the fees paid hereunder.

10. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its affiliates, and their respective officers, directors, employees, agents, and licensors (collectively, "Indemnified Parties"), from and against any and all claims, actions, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with: (a) your use of the Platform; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; (d) your infringement or misappropriation of any third-party intellectual property or other rights; or (e) any Document Data or other content you submit to the Platform.

The Company shall provide you with prompt notice of any claim subject to indemnification (provided that failure to provide notice shall not relieve your indemnification obligations except to the extent you are materially prejudiced) and shall cooperate with you in the defense of such claim. The Company reserves the right to assume exclusive control of the defense of any matter subject to your indemnification obligation, at your expense.

11. Term & Termination

11.1 Term

These Terms are effective as of the date you first access or use the Platform and will remain in effect until terminated in accordance with this Section.

11.2 Termination by You

You may terminate your account at any time by contacting us at support@dale.legal or through the account settings in the Platform. Upon termination, your right to access the Platform will cease immediately.

11.3 Termination by the Company

We may suspend or terminate your access to the Platform, in whole or in part, at any time and for any reason, including without limitation for breach of these Terms, nonpayment of fees, extended periods of inactivity, or at our discretion upon thirty (30) days' prior notice. In the case of a material breach of these Terms, we may terminate your access immediately without prior notice.

11.4 Effect of Termination

Upon termination of your account: (a) your license to use the Platform terminates immediately; (b) you must cease all use of the Platform; and (c) the Company will delete your Document Data in accordance with the retention periods set forth in our Privacy Policy. You may request an export of your data prior to termination.

11.5 Survival

The following Sections shall survive any termination or expiration of these Terms: 2 (Definitions), 3.2 (No Legal Advice), 3.3 (AI Limitations), 6 (Intellectual Property), 7 (Confidentiality), 8 (Disclaimer of Warranties), 9 (Limitation of Liability), 10 (Indemnification), 11.4 (Effect of Termination), 11.5 (Survival), 12 (Dispute Resolution), and 14 (General Provisions).

12. Dispute Resolution

12.1 Governing Law

These Terms and any dispute arising out of or related to these Terms or the Platform shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

12.2 Binding Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, or validity thereof shall be finally settled by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator in Wilmington, Delaware (or, by mutual agreement, conducted remotely). The language of the arbitration shall be English. Judgment on the arbitral award may be entered in any court of competent jurisdiction.

12.3 Class Action Waiver

YOU AND THE COMPANY EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If for any reason a claim proceeds in court rather than in arbitration, both parties waive any right to a jury trial.

12.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or Confidential Information.

13. Modifications to the Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will: (a) update the "Last updated" and "Effective date" at the top of this page; and (b) provide notice through the Platform or via email to the address associated with your account at least fifteen (15) days before the changes take effect. Your continued use of the Platform after the effective date of the revised Terms constitutes your acceptance of such changes. If you do not agree to the revised Terms, you must discontinue use of the Platform before the changes take effect.

14. General Provisions

14.1 Entire Agreement

These Terms, together with the Privacy Policy and any other agreements or policies expressly incorporated by reference, constitute the entire agreement between you and the Company with respect to the subject matter hereof and supersede all prior or contemporaneous communications, agreements, and understandings, whether oral or written.

14.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, severed from these Terms, and the remaining provisions shall continue in full force and effect.

14.3 Waiver

The failure of the Company to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by the Company.

14.4 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of the Company. The Company may assign these Terms, in whole or in part, without restriction. Any purported assignment in violation of this Section shall be null and void. These Terms are binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

14.5 Force Majeure

The Company shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, labor disputes, governmental actions, utility or telecommunications failures, cyberattacks, or disruptions to third-party services upon which the Platform depends.

14.6 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms, except as expressly provided in the indemnification provisions of Section 10.

14.7 Notices

Notices to you may be provided via the email address associated with your account or through a prominent notice within the Platform. Notices to the Company should be sent to legal@dale.legal. Notice shall be deemed given upon receipt.

15. Contact Information

If you have questions or concerns regarding these Terms, please contact us:

AgentCore LLC
Attn: Legal
Email: legal@dale.legal