Terms of Use

Effective Date: [Date]

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 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 actively marketed and offered for commercial use in the following Target Jurisdictions: Australia, California, Delaware, England & Wales, Hong Kong, Ireland, New York, New Zealand, Ontario, Singapore, and Texas.

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

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 Target 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.

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.