Terms of Service

1. Introduction & Acceptance

These Terms of Service (the “Terms”) form a binding agreement between Suture AI LLC, a Florida limited liability company (“Suture,” “we,” or “us”), and the business, professional services firm, or other legal entity identified during account creation or checkout (the “Customer,” “you,” or “your organization”).

The “Service” means the Suture AI multi-tenant platform reached at portal.gosutureai.com and any subdomains, including (a) the Customer-facing portal provisioned for each Customer (the “Firm Portal”), together with the tools, integrations, and features enabled in that portal, and (b) the customer-facing pages and billing surfaces that support the engagement.

The Customer accepts these Terms in one of two ways: (i) by clicking “I agree to the Terms of Service” during a Stripe Checkout session, or (ii) by executing a Master Services Agreement (an “MSA”) with Suture that incorporates these Terms by reference. If you accept on behalf of an organization, you represent that you have the authority to bind that organization.

If an MSA is signed between Suture and the Customer, the MSA controls in any conflict with these Terms. If no MSA is signed, these Terms, the Privacy Policy, and the Data Processing Addendumtogether constitute the entire agreement governing the Customer’s use of the Service.

2. Eligibility

Eligible Customers are United States-based businesses or professionals authorized to bind their organization to this Agreement. Suture AI is initially focused on serving law firms (criminal defense, personal injury, civil practice, and similar disciplines), but the Service is not exclusive to legal practice. Eligible Customers may include, but are not limited to: legal services firms, accounting and tax professional services firms, consulting firms, healthcare practices (with an appropriate Business Associate Agreement in place), and other professional services businesses.

By accepting these Terms, the Customer represents that the individual signing on the Customer’s behalf is at least eighteen (18) years of age, has the legal capacity and authority to enter into a binding agreement on behalf of the Customer, and has obtained any internal approvals required to do so.

Suture reserves the right to refuse service or terminate accounts where eligibility cannot be reasonably verified, including accounts associated with jurisdictions outside the United States where Suture has not assessed its regulatory or data-handling obligations.

3. Service Description

The Service is a multi-tenant cloud platform that hosts a customized portal for each Customer (the “Firm Portal”). The specific tools, integrations, and features enabled in any given Firm Portal (collectively, the “Tools”) are tailored to that Customer’s business needs and are agreed upon in writing between the Customer and Suture at the time of onboarding or in subsequent change orders.

Each enabled Tool typically combines one or more of: AI-assisted document processing, transcription, integrations with third-party software the Customer already uses, and dashboard or reporting interfaces. The Service does not provide legal advice, accounting advice, medical advice, or any other professional-services output that requires a licensed professional. All generated outputs are draft-quality artifacts intended for review by the Customer’s licensed professionals before any third-party use.

Enabled Tools may be added, removed, or modified by mutual agreement of the parties, with any pricing changes reflected in the next billing cycle. Suture may also change the underlying AI model providers that power the Tools without affecting the Customer’s rights under these Terms, provided that any successor provider is subject to substantially equivalent data-handling commitments.

4. Account & Authentication

Accounts are provisioned via Clerk, our authentication provider. Each Customer is provisioned as a Clerk Organization, and each authorized user is added as a member of that Organization. Sign-in is supported via Google OAuth, Microsoft OAuth, or email and password.

The Customer is responsible for maintaining the confidentiality of its account credentials and for all activity that occurs under those credentials. The Customer agrees to (a) notify Suture promptly of any unauthorized use, (b) deactivate accounts for personnel who depart the organization or change roles, and (c) follow reasonable password hygiene, including unique credentials and multi-factor authentication where available.

Suture acts solely as a software service provider. Suture is not a law firm, accounting firm, healthcare provider, or other licensed professional services provider, and Suture does not enter into client relationships with the Customer’s own clients through the Service.

5. Payment, Subscriptions, & Cancellation

All payments are processed by Stripe. The Customer agrees to Stripe’s separate terms of service for the payment instrument provided. Suture does not store payment card numbers on its own systems.

The Customer agrees to pay Suture for the Service according to one or more of the following billing models, each of which will be specified in writing at onboarding (via signed Master Services Agreement, accepted Stripe Checkout session, or executed Statement of Work):

• (a) Flat-Fee Subscription.The Customer pays a fixed monthly fee for ongoing access to its enabled Tools, billed in advance via Stripe. The subscription continues until cancellation by either party with thirty (30) days’ written notice.
• (b) Upfront Build Cost. The Customer pays a one-time fee at onboarding to cover the design, build, integration, and provisioning of its initial Firm Portal. The build cost is non-refundable once development begins and is invoiced via Stripe Checkout at the start of the engagement.
• (c) Custom Build Fees. From time to time the Customer may request new or substantially modified Tools beyond the initial Firm Portal scope. These are scoped as Custom Build engagements with a one-time fee specified in writing and invoiced via Stripe Checkout at the start of each engagement.

Suture does not offer pass-through or at-cost billing under the standard model. The Defending Rights Law Center pilot engagement (Letter of Intent dated April 8, 2026) operates under a separate negotiated at-cost arrangement and is grandfathered; that arrangement is not available to new Customers.

The Customer may cancel a subscription at any time; cancellation is effective at the end of the then-current billing period and does not entitle the Customer to a refund of prepaid fees, except where Suture has failed to provide the Service for a sustained period as a result of Suture’s acts or omissions.

A failed payment places the account in a seven (7) day grace period during which the Tools remain enabled. Payment not received before the grace period expires authorizes Suture to suspend access to the Service until the balance is cured. Suspension does not terminate the Agreement, and the Customer remains responsible for fees accrued through the suspension date.

6. Customer Data & Intellectual Property

6.1 Customer Data

The Customer retains all right, title, and interest in and to all data, content, and materials that the Customer uploads, transmits to, or generates within the Service (collectively, “Customer Data”), including, without limitation, client names, files, work product, templates, emails, generated drafts, redacted documents, records imported from connected third-party systems, and uploaded audio. Suture’s role with respect to Customer Data is that of a service provider and data processor only. Nothing in these Terms grants Suture any ownership interest in Customer Data.

The Customer may export Customer Data at any time during the term of these Terms. On termination, Suture will make Customer Data available for export in a machine-readable format for thirty (30) days, after which Suture may delete Customer Data, subject to applicable legal-hold obligations.

6.2 Suture Property

Suture retains all right, title, and interest in and to the Service itself, including the multi-tenant platform code, the Tools, generalized AI prompts and orchestration logic, the Suture brand, documentation, and any improvements derived from operating the platform at aggregate scale (such as generalized usage patterns, performance metrics, and product-improvement insights that do not reference any individual Customer’s clients or matters).

6.3 Customer-Specific Customizations

Where Suture builds Customer-specific assets — branded templates, Customer-specific prompts, and Customer-specific workflow customizations — those assets are licensed to the Customer on a non-exclusive, non-transferable basis for use during the term. Suture will not resell, sublicense, or repurpose Customer-specific customizations for other customers.

7. Acceptable Use

The Customer agrees not to:

• resell, sublicense, rent, lease, or otherwise commercialize the Service or any Tool to third parties;
• reverse engineer, decompile, disassemble, or attempt to extract source code from the Service, except to the extent expressly permitted by applicable law;
• use the Service to violate any law, regulation, court order, protective order, or rule of professional conduct;
• upload, transmit, or store malicious code, malware, ransomware, or any content designed to disrupt, damage, or gain unauthorized access to systems or data;
• scrape, crawl, or otherwise systematically extract data from the Service except through Service-provided export mechanisms;
• circumvent or attempt to circumvent the Service’s multi-tenant isolation, access controls, audit logging, or rate limits;
• impersonate any other customer, user, or third party, or misrepresent the Customer’s authority to bind any client or matter; or
• use the Service for the unauthorized practice of law, medicine, accounting, or any other licensed profession in any jurisdiction.

Suture may suspend or terminate access for material violations of this Section without notice where reasonably necessary to protect the Service, other customers, or third parties.

8. Confidentiality

Suture treats all Customer Data as strictly confidential. Suture will not disclose Customer Data to any third party for any purpose except: (a) as expressly authorized by the Customer in writing; (b) to the subprocessors listed at /legal/subprocessors as needed to provide the Service, each of which is contractually bound to confidentiality obligations no less protective than these Terms; or (c) as required by a subpoena, court order, or other valid legal process, in which case Suture will provide the Customer with prompt written notice (where legally permitted) so that the Customer may seek a protective order or other appropriate remedy prior to disclosure.

The Customer’s confidentiality obligations apply to Suture’s non-public business information disclosed in connection with the engagement, including pricing, product roadmaps, pre-release features, and operational metrics. The confidentiality obligations of both parties survive termination indefinitely.

9. No Professional Advice

Suture is a software provider, not a licensed professional services firm. No output generated by the Service — including AI-drafted emails, redactions, document drafts, summaries, or transcription results — constitutes legal advice, accounting advice, medical advice, or any other professional advice, and no such output substitutes for the professional judgment of a licensed practitioner.

The Customer retains full and exclusive professional responsibility for all work product delivered to its clients, opposing counsel, courts, regulators, or any other third party, regardless of whether that work product was generated in whole or in part by the Service. The Customer is solely responsible for compliance with the rules of professional conduct in every jurisdiction in which it practices.

10. Human-in-the-Loop Review

The Service is designed as a draft-for-reviewsystem. No AI-generated content will be sent to a client, opposing counsel, court, or other third party except after explicit, individual human review and approval by an authorized user of the Customer. The Customer agrees to (a) review every AI-generated output before any client-facing or third-party use, and (b) configure the Service’s approval gates such that drafts are not auto-sent.

Suture does not provide an auto-send feature for client-facing communications, and any feature that delivers content to third parties requires an affirmative click-to-send by an authorized Customer user.

11. Warranties & Disclaimers

THE SERVICE AND ALL TOOLS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SUTURE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

Without limiting the foregoing, Suture makes no warranty as to the factual accuracy, legal sufficiency, or professional adequacy of any AI-generated output. AI outputs are inherently probabilistic and may contain errors, fabricated citations, or omissions. The Customer is solely responsible for reviewing every AI-generated output before any client-facing use, as provided in Sections 9 and 10.

Notwithstanding the broad disclaimer above, Suture does commit to: (a) reasonable Service availability with a target of 99% monthly uptime excluding scheduled maintenance and force majeure events; (b) the technical and organizational security measures described in the Data Processing Addendum; and (c) configuring all AI provider integrations with training-opt-out and zero-data-retention settings where commercially available.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SUTURE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, WILL NOT EXCEED THE GREATER OF (i) FIFTY THOUSAND U.S. DOLLARS ($50,000) OR (ii) THE TOTAL FEES PAID BY CUSTOMER TO SUTURE UNDER THESE TERMS DURING THE TWENTY-FOUR (24) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT WILL SUTURE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, EVEN IF SUTURE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The foregoing limitations do not apply to (a) Suture’s indemnification obligations under Section 13, (b) Suture’s gross negligence or willful misconduct, or (c) any liability that, under applicable California or Florida law (including California Civil Code §1668), may not be limited by contract.

13. Indemnification

13.1 By Suture

Suture will defend, indemnify, and hold harmless the Customer and the Customer’s officers, directors, employees, and agents against any third-party claim alleging that the Service, when used in accordance with these Terms, infringes a U.S. patent, copyright, trademark, or trade secret of the claimant, and will pay any final judgment or settlement Suture authorizes in connection with such claim.

13.2 By the Customer

The Customer will defend, indemnify, and hold harmless Suture and its members, officers, employees, and agents against any third-party claim arising out of (a) the Customer’s use of the Service in violation of these Terms, (b) Customer Data submitted to the Service, (c) the Customer’s professional services to its own clients, including any AI-generated output delivered without the human-in-the-loop review required by Section 10, or (d) any allegation that Suture engaged in the unauthorized practice of law, medicine, accounting, or other licensed profession on the Customer’s behalf.

13.3 Procedure

Each party’s indemnification obligations are conditioned on the indemnified party (i) promptly notifying the indemnifying party of the claim, (ii) giving the indemnifying party sole control of the defense and settlement (provided that no settlement may impose any non-monetary obligation on the indemnified party without its written consent), and (iii) providing reasonable cooperation at the indemnifying party’s expense.

14. Termination

Either party may terminate these Terms for convenience by providing thirty (30) days’ prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving written notice describing the breach, or immediately on written notice in the event of the other party’s insolvency, bankruptcy, or assignment for the benefit of creditors.

Suture may suspend or terminate access immediately for non-payment after the grace period in Section 5, for material violations of the Acceptable Use provisions in Section 7, or where required to comply with a court order or applicable law.

On termination: (a) the Customer’s right to use the Service ends; (b) Suture will make Customer Data available for export for thirty (30) days as provided in Section 6.1; (c) the Customer remains responsible for fees accrued through the termination effective date; and (d) the Sections that by their nature should survive termination (including Confidentiality, IP, Warranty Disclaimers, Limitation of Liability, Indemnification, and Governing Law) will survive.

15. Changes to These Terms

Suture may revise these Terms from time to time. Suture will notify the Customer of material changes by email to the Customer’s designated billing contact and by an in-portal banner not less than thirty (30) days before the effective date of the change. Continued use of the Service after the effective date constitutes acceptance of the revised Terms. If the Customer does not agree to the revised Terms, the Customer’s sole remedy is to terminate under Section 14 before the effective date.

Each version of these Terms is identified by version number and date at the top of this page. Prior versions remain available on request.

16. Governing Law & Disputes

These Terms are governed by the laws of the State of California for Customers based in California or any state west of the Mississippi River, and by the laws of the State of Florida for Customers based in Florida or any state east of the Mississippi River, in each case without regard to that state’s conflict-of-laws principles. Disputes arising under California law shall be resolved exclusively in the state or federal courts located in San Diego County, California, and the parties consent to the personal jurisdiction and venue of those courts. Disputes arising under Florida law shall be resolved exclusively in the state or federal courts located in Pinellas County, Florida, and the parties consent to the personal jurisdiction and venue of those courts. If the Customer’s state of business changes during the term of this Agreement, the applicable governing law and venue shall update accordingly at the next renewal.

Each party waives any right to a jury trial in any action arising under these Terms, to the fullest extent permitted by applicable law. Either party may seek equitable or injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information, or to enforce against non-payment, in addition to any other available remedies. The parties may agree in writing to submit any specific dispute to binding arbitration on terms they mutually agree at the time of the dispute.

17. Force Majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) resulting from causes beyond its reasonable control, including but not limited to natural disasters, war, terrorism, civil unrest, government action, widespread internet or cloud infrastructure outages, pandemics, or sustained failures of upstream AI model providers. The affected party will give prompt notice of the force majeure event and will use reasonable efforts to resume performance as soon as practicable.

18. Severability, Assignment, & Notice

Severability.If any provision of these Terms is held invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid or unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties’ intent.

Assignment.The Customer may not assign these Terms or any rights or obligations under them without Suture’s prior written consent. Suture may assign these Terms without the Customer’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Suture’s assets, provided that the assignee assumes Suture’s obligations.

Notice.Notices to the Customer will be sent to the Customer’s designated billing email address. Notices to Suture must be sent to nkarhan0403@sdsu.edu and eweiss5244@sdsu.edu, on behalf of Suture AI LLC. Either party may update its notice address by giving written notice to the other.

19. Entire Agreement

For clickwrap-tier Customers, these Terms, together with the Privacy Policy and the Data Processing Addendum, constitute the entire agreement between the parties with respect to the Service and supersede all prior or contemporaneous communications, proposals, or agreements, whether written or oral.

For MSA-tier Customers, the executed Master Services Agreement and any Statements of Work attached thereto supersede these Terms to the extent of any conflict; the Privacy Policy and DPA remain in effect as referenced in the MSA.

By clicking “I agree” at Stripe Checkout, the Customer accepts these Terms of Service, version 1.0, as of 2026-05-13, between the Customer and Suture AI LLC.