Terms of Use

Effective Date: 2026-08-14

Contracting Entity: Aria Coda LLC, a Texas limited liability company ("Aria", "we", "us", or "our").

1. Acceptance of Terms and Two-Party Flow

Aria provides an automated, AI-assisted contract negotiation platform (the "Platform") available at ariacoda.com. Because contract negotiation is a bilateral process, these Terms of Use ("Terms") apply to all participants.

• The Issuer: The user who registers an account, initiates a negotiation run, and pays the associated fee.
• The Receiver: The party invited to join a negotiation by the Issuer.

By accessing the Platform, configuring negotiating preferences, or viewing a generated document, both the Issuer and the Receiver affirmatively accept and agree to be bound by these Terms. By creating an account or participating in a negotiation, you consent to receive electronic communications from Aria regarding your account and your negotiations. You may manage your communication preferences for non-essential notifications via your account settings, but you acknowledge that certain transactional communications are essential to the functionality of the Platform.

2. Nature of Service and Disclaimer of Legal Advice (UPL)

Aria is a technology platform, not a law firm. We provide a software tool utilizing artificial intelligence to assist commercial parties in reconciling their respective negotiating preferences.

• No Attorney-Client Relationship: Your use of Aria does not create an attorney-client relationship. Aria is a software utility and is not a substitute for the advice of an attorney. Aria does not provide legal advice, legal opinions, or representation.
• Informational Compliance Checker: The Platform includes an automated compliance feature (e.g., flagging California AB5 or FWPA classification issues). This feature is purely informational, designed only to flag potential issues, and does not constitute legal advice.
• Independent Review: The Platform generates outputs based on third-party AI models and user inputs. You are solely responsible for the final terms of your agreements. We strongly recommend that all users have finalized contracts reviewed by qualified independent legal counsel in their jurisdiction prior to execution.

3. Jurisdiction and Geographic Scope

Aria is a business-to-business platform. The Platform provides users with a selection of jurisdiction-specific governing-law frameworks for document assembly, including but not limited to the laws of Australia, California, Delaware, England & Wales, Hong Kong, Ireland, New York, New Zealand, Ontario, Singapore, and Texas (the "Available Jurisdictions"). The availability of these governing-law parameters within the software does not constitute targeted marketing, active solicitation, or the purposeful availment of business within those specific jurisdictions. Users select and apply their preferred legal framework independently.

• Long-Tail Users: If you access or use the Platform from outside the Available Jurisdictions, you do so entirely at your own initiative and assume full responsibility for compliance with your applicable local laws.

3.1 Location and Jurisdiction Attestation: Aria may dynamically limit or modify Platform functionality based on the location you declare and applicable local regulatory considerations. By accessing the Platform, you must affirmatively declare your primary operating location. You represent and warrant that the location declared at onboarding is accurate and truthful. Aria relies in good faith on this representation to provide the Service. Any knowing misrepresentation of your declared location is a material breach of these Terms and shifts all resulting regulatory, civil, and compliance liability to you.

4. Billing, Payments, and Refunds

• Fees: Aria charges the Issuer on a per-negotiation basis. All payments are processed securely via our third-party payment processor, Stripe.
• Refund Policy: A negotiation run is fully refundable only if cancelled before the automated AI negotiation sequence has been initiated. Once the AI negotiation sequence commences, the run is strictly non-refundable, regardless of whether the parties ultimately execute the final contract.
• Account Balances and Deletion: Any refunds for cancelled or failed negotiation runs will be issued as credit to your in-app account balance, which may be applied toward future runs. Upon initiating account deletion, you will have a 90-day grace period during which your account remains in a soft-deleted state, allowing you to reactivate and utilize any remaining balance. Upon final account purge at the end of this 90-day period, any unspent in-app credit balance will be permanently forfeited, and no cash refunds will be issued for such residual balances.

5. Electronic Signatures and Notifications

The Platform provides finalized contract drafts which you may download for independent execution. Alternatively, the Platform offers an optional integration to facilitate electronic execution through a third-party provider (SignWell) for an additional fee. By utilizing the optional e-signature feature, both the Issuer and the Receiver agree to conduct business electronically. Both parties acknowledge that electronic signatures applied through the Platform shall not be denied legal effect, validity, or enforceability solely because they are in electronic form, consistent with the US ESIGN Act and applicable state UETA provisions, the EU/UK eIDAS framework, and the electronic transactions legislation applicable in each other Available Jurisdiction. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically—including status updates regarding your negotiations and finalized documents for signature—satisfy any legal requirement that such communications be in writing.

6. Limitation of Liability and Warranties

6.1 "As-Is" Delivery: To the maximum extent permitted by law, Aria Coda LLC disclaims all warranties, express or implied, regarding the Platform, including but not limited to the accuracy, enforceability, commercial viability, or legal effect of the generated contracts, redlines, or plain-language summaries.

6.2 Liability Cap: To the maximum extent permitted by applicable law, Aria Coda LLC's total aggregate liability to you for any claim arising out of or relating to these Terms or your use of the Platform shall be strictly limited to the amounts actually paid by you to Aria Coda LLC in the twelve (12) months immediately preceding the event giving rise to the claim.

6.3 Exclusion of Indirect Damages: In no event shall Aria Coda LLC be liable for any indirect, special, incidental, consequential, or punitive damages, or for any loss of profits, revenue, data, or business opportunities.

6.4 Universal Statutory Carve-Outs: Notwithstanding Section 6.1 or any other provision in these Terms, nothing in these Terms shall limit or exclude our liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for willful misconduct or gross negligence, or for any other liability that cannot be lawfully limited or excluded under applicable mandatory law in your jurisdiction. This includes, without limitation, the UK Unfair Contract Terms Act 1977 and any non-excludable statutory guarantees under the Australian Consumer Law (ACL). To the extent Aria is liable under a non-excludable statutory guarantee, our liability is limited (at our option) to the re-supply of the services or the cost of having the services re-supplied.

6.5 Delivery Failures: Aria shall not be liable for any failure or delay in the delivery of automated notifications, status updates, or signature requests caused by network outages, spam filters, or incorrect contact information provided by you. It is your sole responsibility to monitor the Platform for negotiation updates.

7. Data Protection

Aria Coda LLC processes personal data in accordance with its Privacy Policy (available at /legal/privacy), which is incorporated into these Terms by reference. Where Aria processes personal data on a customer's behalf as a processor, such processing is governed by the Aria Coda LLC Data Processing Agreement ("DPA"), which is incorporated into these Terms by reference and forms part of the agreement between the parties. To the extent of any conflict between these Terms and the DPA regarding the processing of personal data, the DPA controls.

7.1 Early-Access Diagnostic Access: During the early-access period, you agree that Aria's designated operator may access the records and working files of a specific negotiation on a logged and time-limited basis, strictly where reasonably necessary to investigate or resolve a technical issue affecting your use of the Platform.

8. Governing Law, Venue, and Consumer Status

Because Aria is exclusively a business-to-business platform, you represent that you are accessing the Platform in a commercial capacity, wholly or mainly within your trade, business, craft, or profession, and not as a consumer.

• New Zealand Users: For the purposes of the New Zealand Consumer Guarantees Act 1993, both parties acknowledge and agree that they are "in trade," that the Platform is supplied and acquired in trade, and that it is fair and reasonable that the provisions of the Consumer Guarantees Act 1993 do not apply to this agreement.
• Governing Law & Venue: Subject to any mandatory local consumer protections preserved by Section 6.4 that cannot be overridden by contract, these Terms and any dispute arising out of your use of the Platform shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. Any legal action or proceeding shall be brought exclusively in the state or federal courts located in Harris County, Texas.

Notwithstanding this choice of law and exclusive venue, if a claim invokes a mandatory, expressly non-waivable statutory protection of the jurisdiction in which you reside or are domiciled, Aria agrees that such non-waivable statutory protection shall be honored and applied by the adjudicating court. This stipulation is expressly intended to ensure that this forum-selection clause does not operate to diminish or waive unwaivable statutory rights.

9. DISPUTE RESOLUTION; ARBITRATION; CLASS ACTION WAIVER

9.1 Informal Resolution First. Before commencing arbitration, the party raising a dispute shall send a written notice describing the dispute and the relief sought to the other party. The parties shall attempt in good faith to resolve the dispute for sixty (60) days from receipt of that notice. Arbitration may not be commenced before that period expires. The limitation period applicable to the dispute is tolled during that period.

9.2 Agreement to Arbitrate. The parties agree that this Section 9 involves interstate or foreign commerce and is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16 ("FAA"). Except as set out in Section 9.3, any dispute, claim or controversy arising out of or relating to these Terms, the Platform, or the relationship between you and Aria — whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether arising before, during or after the termination of these Terms — shall be resolved exclusively by final and binding individual arbitration, and not in a court of general jurisdiction.

9.3 Exceptions. The following are excluded from Section 9.2 and shall be brought exclusively in the courts identified in Section 8:

(a) Claims for public injunctive relief — meaning injunctive relief having the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the general public. The parties expressly agree that nothing in this Section 9 waives, or is intended to waive, any right to seek public injunctive relief in any forum.

(b) An individual claim that falls within the jurisdictional limit of a small-claims court in the county or district where the claimant resides or maintains its principal place of business may be brought in that court instead of in arbitration, provided that the claim is brought solely on an individual basis and is not consolidated with, joined to, or brought on behalf of any other person. This exception extends only to claims within that court's jurisdictional limit, and nothing in it permits any claim to be brought on a class, collective, consolidated or representative basis in any forum.

(c) Claims to enforce, confirm, modify or vacate an arbitration award.

(d) Claims for injunctive or equitable relief relating to intellectual property, unauthorised access, or misuse of the Platform.

9.4 Delegation. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, scope or formation of this Section 9, including any claim that all or any part of these Terms is void or voidable. Provided, however, that the interpretation and enforceability of the Class Action Waiver in Section 9.5 shall be determined exclusively by a court of competent jurisdiction and not by the arbitrator.

9.5 Class Action Waiver. YOU AND ARIA EACH AGREE THAT ANY DISPUTE WILL BE BROUGHT ON AN INDIVIDUAL BASIS ONLY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate the claims of more than one person, may not preside over any form of representative proceeding, and may not award relief to or against any person who is not a party to the arbitration.

9.6 Arbitration Procedure. Arbitration shall be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect, before a single arbitrator. The seat of arbitration shall be Harris County, Texas. The arbitration shall be conducted in English. The arbitrator shall apply the substantive law specified in Section 8. The arbitrator shall issue a reasoned written award. Judgment on the award may be entered in any court of competent jurisdiction.

9.7 Coordinated Filings. If fifty (50) or more demands for arbitration of a substantially similar nature are filed against Aria by or with the assistance of the same law firm or coordinated group of counsel, the parties agree that such demands may be administered in sequential batches of up to twenty-five (25), with the applicable limitation period tolled for all demands awaiting a later batch. Determinations in any batch are not binding on, and shall have no preclusive effect upon, any claim in any other batch. Any claimant may elect to remove their claim from this process and proceed individually in a court of competent jurisdiction.

9.8 Severability of this Section.

(a) If the Class Action Waiver in Section 9.5 is held unenforceable or invalid as to any claim or any portion of a claim, then this entire Section 9 shall be null and void as to that claim, and that claim shall be brought exclusively in the courts identified in Section 8. In no circumstance shall any claim be arbitrated on a class, collective, consolidated or representative basis.

(b) If any provision of this Section 9 other than Section 9.5 is held unenforceable or invalid, that provision shall be severed and the remainder of this Section 9 shall remain in full force and effect.

9.9 Opt-Out. You may opt out of this Section 9 by sending written notice to arbitration-optout@ariacoda.com within thirty (30) days of first accepting these Terms, stating your name, the account concerned, and a clear statement that you wish to opt out of arbitration. Opting out affects no other provision of these Terms. If you opt out, Section 8 governs any dispute.

9.10 Survival. This Section 9 survives termination of these Terms and closure of your account.

9.11 Relationship to Section 8. This Section 9 supplements and does not replace Section 8. Section 8 continues to govern the substantive law of these Terms, all claims excluded from arbitration under Section 9.3, all claims for which this Section 9 is null and void under Section 9.8(a), and all disputes with any user who has opted out under Section 9.9.

10. JURISDICTIONAL MODIFICATION AND SEVERABILITY

Except as otherwise expressly provided in Section 9.8, if any provision of these Terms is held invalid, illegal or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect. If the provision cannot be so enforced, it shall be severed and the remainder of these Terms shall continue in full force and effect.

If any provision of these Terms is held unenforceable or invalid under the law applicable to a particular user, that provision shall be modified or severed only as to that user, and only to the minimum extent necessary, and shall remain in full force and effect as to all other users. The remainder of these Terms shall in all cases remain in full force and effect.

11. INDIVIDUAL CLAIMS IN COURT

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND ARIA AGREE THAT ANY CLAIM BROUGHT IN COURT SHALL BE BROUGHT SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, REPRESENTATIVE, OR CONSOLIDATED ACTION.