User Terms of Service

These User Terms of Service (these "User Terms") apply to your access to and use of websites, products, software, applications, APIs, and related services offered by Diorthos and its affiliates (collectively, "Diorthos," "we," "us," or "our"), including Filetray, Inkstamp, and related Diorthos offerings that link to or reference these User Terms (collectively, the "Services").

These User Terms apply to:

• people who visit our websites or other online properties that link to these User Terms ("Site Visitors"); and
• individuals who are authorized by a Diorthos customer, Certified Partner, implementation partner, or other business customer to access or use the Services ("Authorized Users").

Site Visitors and Authorized Users are referred to collectively as "you".

If you are accepting these User Terms on behalf of a company, customer, partner, or other legal entity, you represent that you are authorized to bind that entity. If you are an Authorized User accessing the Services through a Diorthos customer (a "Customer"), the Customer has a separate written agreement with Diorthos governing the Customer's subscription and use of the Services (the "Customer Agreement"). Certain features, partner programs, beta offerings, or integrations may also be subject to additional terms, policies, or notices we make available for those offerings ("Additional Terms"). If there is a conflict between these User Terms and the Customer Agreement, the Customer Agreement controls as between Diorthos and the Customer, and these User Terms continue to govern your individual conduct and permitted use.

If you do not agree to these User Terms, do not access or use the Services.

1. Access Through a Customer or Partner

If you access the Services through a Customer or partner organization:

1. Customer control. The Customer controls the workspace, business rules, enabled features, integrations, permissions, approval flows, retention settings, and the individuals who may access the Services.
2. Customer Data. As between Diorthos and the Customer, data, content, documents, business records, approval histories, prompts, configurations, and other materials submitted to or generated through the Services for the Customer's use ("Customer Data") are governed by the Customer Agreement and any applicable data processing terms.
3. Organization visibility. Your organization and its administrators may be able to access, monitor, export, restrict, or delete Customer Data and information about your use of the Services, including audit logs, activity history, settings, and connected channels, in accordance with the Customer's policies and applicable law.
4. Partner-led deployments. If you are a Certified Partner or other implementation partner acting for a Customer, you may access and use the Services only as authorized by the Customer and in accordance with any direct written agreement you have with Diorthos. If such a direct written agreement conflicts with these User Terms, the direct written agreement controls to the extent of the conflict.
5. Ending access. If you want to stop using a Customer-managed account, contact the Customer or your organization administrator. Diorthos may also suspend or terminate access as described in these User Terms.

2. Eligibility and Business Use

You may use the Services only if:

• you are at least 16 years old;
• you are legally able to enter into a binding agreement; and
• you are not barred from using the Services under applicable law.

The operational portions of the Services are intended for business and organizational use. Except where we explicitly state otherwise, the Services are not offered as a consumer, personal, or household product.

3. Acceptable Use Rules

You may use the Services only as permitted by these User Terms, the Customer Agreement (if applicable), and any written documentation or instructions we provide.

You may not, and may not permit any other person to:

• access or use the Services beyond the scope of your authorization;
• reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, model configurations, or underlying components of the Services, except to the extent such restriction is prohibited by applicable law;
• scrape, harvest, crawl, mirror, or otherwise extract data from the Services other than through supported interfaces and as expressly authorized by Diorthos in writing;
• use the Services to build, benchmark, train, or improve a competing product, service, model, or dataset, except with Diorthos's prior written permission;
• interfere with or disrupt the integrity, security, performance, or availability of the Services;
• probe, scan, or test the vulnerability of the Services or bypass any security or authentication measure;
• upload, transmit, or make available malware, harmful code, deceptive content, or unlawful, infringing, or defamatory material;
• impersonate another person or entity, misrepresent your affiliation, or submit false or misleading information;
• share credentials, API keys, or other access details except as expressly permitted by Diorthos or the Customer;
• use the Services for fraud, unauthorized surveillance, harassment, spam, or any illegal activity;
• use the Services in a way that violates export controls, sanctions, anti-corruption laws, or other applicable laws; or
• resell, sublicense, lease, time-share, or otherwise make the Services available to a third party except as expressly permitted under a written agreement with Diorthos.

We may investigate suspected violations and suspend or terminate access if we reasonably believe a violation has occurred.

4. Accounts, Credentials, and Security

To access certain Services, you may need an account. You agree to:

• provide accurate and current account information;
• keep your credentials confidential;
• use reasonable measures to protect your devices and accounts;
• promptly notify Diorthos at support@diorthos.com if you know or suspect that your account or credentials have been compromised; and
• accept responsibility for activity that occurs through your account to the extent caused by your failure to safeguard your credentials or comply with these User Terms.

If your account is provisioned by a Customer or partner organization, that organization may reset credentials, change permissions, or disable access.

5. Integrations and Third-Party Services

The Services may interoperate with or include links to third-party products, services, websites, communication channels, or data sources ("Third-Party Services"). For example, a Customer may connect accounting systems, payroll providers, communications tools, calendar systems, storage providers, or other business systems.

If you or a Customer enable a Third-Party Service:

• your use of that Third-Party Service is governed by the third party's own terms and privacy practices;
• you are responsible for obtaining any permissions needed to connect or authorize that Third-Party Service;
• you instruct Diorthos to exchange data with that Third-Party Service as required to provide the functionality you or the Customer enable; and
• Diorthos is not responsible for the availability, accuracy, security, or performance of Third-Party Services.

6. AI-Assisted Features, Human Review, and Audit Logs

Diorthos provides software that may use automation, AI systems, and model-driven workflows to categorize records, route work, generate drafts, flag exceptions, suggest actions, or otherwise assist with back-office operations.

You acknowledge and agree that:

1. Outputs may be imperfect. AI-assisted outputs and recommendations may be incomplete, inaccurate, or unsuitable for a particular context.
2. Human responsibility remains. You and the Customer remain responsible for reviewing outputs, maintaining business rules and approvals, and deciding whether to act on any suggested or automated result.
3. No professional advice. The Services do not provide legal, tax, accounting, audit, employment, investment, or other regulated professional advice.
4. Auditability. The Services may generate and retain logs relating to actions taken in the Services, including approvals, exceptions, model or rule-based actions, settings changes, and other activity, for security, governance, support, and audit purposes.

7. Privacy and Customer Data

Our handling of personal information for our own business purposes is described in the Diorthos User Privacy Notice.

If you use the Services through a Customer, Diorthos processes Customer Personal Data on the Customer's behalf in accordance with the Customer Agreement and any applicable data processing addendum. Questions about Customer Personal Data should generally be directed to the Customer or your organization administrator.

8. Ownership, Limited License, User Content, and Feedback

8.1 Diorthos Ownership

As between you and Diorthos, Diorthos and its licensors retain all right, title, and interest in and to the Services, including all software, APIs, documentation, designs, interfaces, workflows, and related intellectual property rights.

8.2 Limited License to You

Subject to these User Terms and, if applicable, the Customer Agreement, Diorthos grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services solely for your internal business use, evaluation of the Services, or other use expressly authorized by Diorthos or the Customer.

8.3 User Content

If the Services or Sites allow you to submit content that is not Customer Data, such as public profile information, comments, testimonials, support attachments, or other materials ("User Content"), you retain your rights in that User Content.

If you submit User Content to a public or shared feature of the Services or Sites, you grant Diorthos a non-exclusive, worldwide, royalty-free license to host, store, reproduce, modify, adapt, publish, display, and distribute that User Content solely as reasonably necessary to operate, secure, improve, and administer the applicable feature.

If content you submit is Customer Data, the Customer Agreement governs instead of this Section 8.3.

8.4 Feedback

If you provide suggestions, ideas, enhancement requests, or other feedback about the Services ("Feedback"), Diorthos may use that Feedback without restriction or obligation to you.

9. Suspension, Termination, and Changes to the Services

Diorthos may suspend or terminate your access to all or part of the Services immediately if:

• you breach these User Terms;
• the Customer's account or subscription ends or is suspended;
• we reasonably believe suspension is necessary to prevent harm to the Services, the Customer, other users, or third parties;
• we are required to do so by law; or
• continued access would create a security, legal, or compliance risk.

A Customer or organization administrator may also suspend or terminate your access at any time.

We may modify, improve, replace, or discontinue the Services or particular features from time to time. Certain new, beta, pilot, or preview features may be subject to additional terms and may be offered "as is."

Upon termination of your access, your right to use the Services ends immediately. Sections that by their nature should survive termination will survive, including Sections 1, 6, 7, 8, 10, 11, and 12.

10. Disclaimers and Limitation of Liability

10.1 Disclaimers

To the fullest extent permitted by applicable law, the Services and Sites are provided "as is" and "as available." Diorthos disclaims all warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Diorthos does not warrant that the Services will be uninterrupted, error-free, secure, or available at any particular time or that any output will be accurate or complete.

10.2 Limitation of Liability

To the fullest extent permitted by applicable law:

• Diorthos will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, goodwill, business interruption, or loss of data, even if advised of the possibility of such damages; and
• Diorthos's total aggregate liability arising out of or relating to these User Terms or your use of the Services will not exceed the greater of $100 USD or the amount you personally paid to Diorthos for the Services giving rise to the claim during the 12 months before the event giving rise to liability.

Nothing in these User Terms excludes or limits liability to the extent such exclusion or limitation is prohibited by applicable law.

11. Dispute Resolution; Arbitration; Class Action Waiver

Please read this Section carefully. Subject to applicable law, it requires most disputes to be resolved by binding arbitration on an individual basis.

11.1 Informal Resolution First

Before starting arbitration or filing a claim in court, you and Diorthos agree to try to resolve the dispute informally. A party that intends to bring a claim must first send the other party a written notice describing the dispute and the requested relief. Notices to Diorthos must be sent to:

Diorthos Legal Department
6650 Rivers Ave. Ste 100
Charleston, SC 29406 USA
Email: support@diorthos.com

If the parties do not resolve the dispute within 30 days after notice is received, either party may proceed as permitted below.

11.2 Agreement to Arbitrate

Except for the claims described in Section 11.3, any dispute, claim, or controversy arising out of or relating to these User Terms, the Services, or your relationship with Diorthos will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA).

• If the dispute is brought by or against a person using the Services for business purposes, the arbitration will be administered under the AAA Commercial Arbitration Rules and Mediation Procedures.
• If a court determines that a dispute is properly treated as a consumer dispute, the arbitration will be administered under the AAA Consumer Arbitration Rules and Mediation Procedures.
• The arbitration will be conducted before a single arbitrator in English.
• Unless the parties agree otherwise, the arbitration will be conducted remotely by videoconference or, if an in-person hearing is required, in Charleston County, South Carolina.
• The arbitrator may award the same individualized remedies that a court could award, but only to the extent consistent with these User Terms and applicable law.

11.3 Exceptions

Nothing in this Section prevents either party from:

• bringing an individual action in small claims court if it qualifies;
• seeking temporary, preliminary, or injunctive relief in a court of competent jurisdiction to protect intellectual property, confidential information, or the security of the Services; or
• pursuing any claim that applicable law does not permit to be resolved through arbitration.

11.4 Class Action Waiver

To the fullest extent permitted by applicable law, you and Diorthos agree that each may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any purported class, collective, coordinated, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of representative or class proceeding.

11.5 Governing Law for Arbitration Agreement

This arbitration agreement is governed by the Federal Arbitration Act, and, where applicable, the Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

12. General Terms

12.1 Electronic Communications

You agree that Diorthos may provide you with notices, disclosures, and other communications electronically, including through the Services, by email, or through other contact methods associated with your account or enabled by the Customer, subject to applicable law.

12.2 Changes to These User Terms

We may update these User Terms from time to time. If we make material changes, we will provide reasonable notice by posting the updated User Terms, through the Services, or by other appropriate means. Changes become effective on the stated effective date. Your continued use of the Services after the effective date constitutes acceptance of the updated User Terms.

12.3 Governing Law and Venue

Except to the extent preempted by the Federal Arbitration Act or otherwise required by applicable law, these User Terms are governed by the laws of the State of South Carolina, without regard to conflict-of-laws rules. For any dispute that is not subject to arbitration, you and Diorthos consent to the exclusive jurisdiction of the state and federal courts located in Charleston County, South Carolina.

12.4 Assignment

You may not assign or transfer these User Terms or any rights under them without Diorthos's prior written consent. Diorthos may assign these User Terms in connection with a merger, acquisition, corporate reorganization, or sale of assets, or to an affiliate.

12.5 Force Majeure

Neither party will be liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, labor disputes, acts of government, war, terrorism, internet or utility failures, or denial-of-service attacks.

12.6 Severability and Waiver

If any provision of these User Terms is held unenforceable, the remaining provisions will remain in effect. A failure to enforce any provision is not a waiver.

12.7 Entire Agreement

These User Terms, together with any applicable Customer Agreement, Additional Terms, and policies or notices expressly incorporated by reference, form the entire agreement between you and Diorthos regarding the subject matter covered here.

12.8 Contact Information

If you have questions about these User Terms, contact:

Diorthos Legal Department
6650 Rivers Ave. Ste 100
Charleston, SC 29406 USA
Email: support@diorthos.com