Terms & Conditions

1Acceptance of Terms

1.1 Agreement to Be Bound

These Terms and Conditions ("Terms," "Agreement") constitute a legally binding agreement between you ("User," "you," "your") and higgins.ai Incorporated and its affiliate SolutionAgents (collectively, "higgins.ai," "we," "us," "our"). By creating an account, accessing, or using any higgins.ai product, platform, service, application, API, or website (collectively, the "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you do not agree to these Terms, you must immediately cease use of all Services and may request deletion of any data we hold about you at legal@higgins.ai.

1.2 Additional Agreements

These Terms incorporate by reference:

• Our Privacy Agreement (available at higgins.ai/privacy), which governs our collection, use, and protection of your data
• Our Acceptable Use Policy (Section 7 of these Terms)
• Any Enterprise Agreement or Order Form you or your organization has separately executed
• Any Product-Specific Addenda for specialized Services

In the event of a conflict between these Terms and an Enterprise Agreement, the Enterprise Agreement takes precedence for enterprise customers.

1.3 Authority to Enter This Agreement

By accepting these Terms, you represent and warrant that:

• You are at least 13 years of age (or 16 in jurisdictions requiring a higher minimum age)
• If you are accepting on behalf of an organization, you have the legal authority to bind that organization to these Terms
• Your use of the Services complies with all applicable laws and regulations

1.4 Updates to These Terms

We may update these Terms from time to time. Material changes will be communicated with at least 30 days' advance notice as described in Section 25.8. Your continued use of the Services after the effective date of any change constitutes acceptance of the updated Terms.

2Definitions

3Eligibility & Account Registration

3.1 Age Requirements

The Services are not intended for individuals under the age of 13 (or 16 in the European Union and other jurisdictions with higher minimum age requirements). By creating an account, you represent that you meet the applicable age requirement for your jurisdiction.

3.2 Account Registration

To access most features of the Services, you must create an account. When registering, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your password secure and confidential
• Accept responsibility for all activity that occurs under your account
• Notify us immediately at security@higgins.ai if you suspect unauthorized access to your account

3.3 One Account Per Person

Individual accounts are personal to you. You may not share your account credentials with others or allow others to access the Services through your account. Enterprise customers may create authorized user accounts under their organizational subscription as permitted by their Enterprise Agreement.

3.4 Account Security

You are responsible for maintaining the security of your account. We strongly recommend using a strong, unique password, and enabling multi-factor authentication wherever it is offered for your sign-in method. Your security settings are in Settings → Security. higgins.ai will not be liable for any loss or damage resulting from unauthorized access to your account where you failed to take reasonable security measures.

3.5 Organizational Accounts

If you create an account using an organizational email address or on behalf of an organization:

• You represent that you are authorized to act on behalf of that organization
• Your organization may have the ability to access, control, or manage your account and its content
• These Terms bind both you and the organization

4Description of Services

4.1 What higgins.ai Provides

higgins.ai is an AI-powered productivity and intelligence platform that provides, including but not limited to:

• AI Agents & Assistants — conversational AI systems that help you think, work, analyze, and automate tasks
• Workspace & Productivity Tools — task management, calendar scheduling, goal tracking, and dashboard management
• Knowledge Management — document upload, intelligent search, and knowledge base functionality
• Forms & Reports — structured data collection and AI-powered reporting
• Workflow Automation — AI-driven workflows through SolutionAgents
• API Access — programmatic integration capabilities for developers and enterprise customers
• Collaboration Features — tools for sharing and working within organizational environments

4.2 Service Evolution

higgins.ai is an actively developed platform. New features, tools, and capabilities are added regularly. We will notify you of significant changes as described in Section 11.

4.3 Availability

We strive to make the Services available 24 hours a day, 7 days a week. Our availability commitments are described in Section 12. Certain planned maintenance windows and circumstances beyond our control may result in temporary unavailability.

5Your Content — Ownership, License & Responsibilities

5.1 You Own Your Content

This is an unconditional commitment. We do not claim a license to your Content beyond what is strictly necessary to operate the Services on your behalf, as described in Section 5.2.

5.2 License You Grant to higgins.ai

By submitting Content to the Services, you grant higgins.ai a limited, non-exclusive, royalty-free, worldwide license to:

• Store, process, and transmit your Content as necessary to operate and deliver the Services to you
• Generate AI outputs in response to your inputs
• Create backups and redundant copies for security and disaster recovery purposes
• Perform technical operations necessary to provide, maintain, and improve the Services

This license is strictly limited to operating the Services for you. It does not permit higgins.ai to:

• Use your Content for advertising or marketing
• Share your Content with third parties (except as described in our Privacy Agreement)
• Train AI models in ways that expose your Content to other users
• Exploit your Content for any commercial purpose beyond delivering your subscription

This license terminates when you delete your Content or close your account, subject to standard backup retention periods described in our Privacy Agreement.

5.3 Generated Outputs

Subject to your compliance with these Terms and applicable law:

• You own the Generated Outputs produced by our AI Agents in response to your inputs, to the extent permitted by applicable intellectual property law
• You are responsible for how you use Generated Outputs
• higgins.ai makes no representation that Generated Outputs are free from third-party intellectual property claims

You acknowledge that multiple users may submit similar inputs and receive similar or identical outputs. higgins.ai's assignment of output ownership to you does not restrict our ability to generate similar outputs for other users.

5.4 Your Content Responsibilities

You represent and warrant that:

• You own or have all necessary rights to submit your Content to the Services
• Your Content does not infringe, misappropriate, or violate any third party's intellectual property rights, privacy rights, or any applicable law
• Your Content complies with our Acceptable Use Policy (Section 7)
• You have obtained all consents necessary to submit any personal data of third parties contained in your Content

5.5 Content Backup

While we maintain robust backup infrastructure, higgins.ai is not a backup service. You are responsible for maintaining independent copies of any Content that is critical to your operations. You can take a full copy of your account data at any time, without asking us, from Settings → Privacy → Export my data, in either JSON or CSV. The export covers your whole account rather than your conversations alone — see Section 11.3 of the Privacy Agreement for what it contains. It identifies your stored files by name; download the files themselves from where they appear in the app. If you need anything the export does not cover, write to privacy@higgins.ai.

6Intellectual Property — higgins.ai's Rights

6.1 higgins.ai's Ownership

higgins.ai and its licensors retain all right, title, and interest in and to the Services, including:

• All software, code, algorithms, and AI models underlying the Services
• All trademarks, service marks, logos, trade names, and brand elements of higgins.ai and SolutionAgents
• All patents (including the foundational AI patents underlying our technology), patent applications, and invention disclosures
• All trade secrets, proprietary methodologies, and know-how
• All documentation, user interfaces, and visual design elements
• All aggregated, de-identified analytics and derivative data generated from operation of the Services

Nothing in these Terms grants you any ownership interest in higgins.ai's intellectual property. Your rights are limited to those expressly granted in these Terms.

6.2 License to Use the Services

higgins.ai grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services during your subscription term, solely for your internal business or personal purposes, in accordance with these Terms.

This license does not include the right to:

• Copy, modify, distribute, sell, or sublicense the Services or any component thereof
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services
• Build competing products or services using higgins.ai's proprietary technology
• Remove or alter any proprietary notices or labels on the Services
• Use automated means to access the Services in ways that exceed your authorized usage

6.3 Feedback

If you submit ideas, suggestions, enhancement requests, or other feedback about the Services ("Feedback"), you grant higgins.ai a perpetual, irrevocable, royalty-free, worldwide license to use that Feedback for any purpose, including incorporating it into the Services, without obligation to compensate you. Feedback you submit does not create any confidentiality obligation on higgins.ai's part unless separately agreed in writing.

6.4 Trademark Use

You may not use any higgins.ai or SolutionAgents trademark, logo, or brand element without our prior written consent. To request permission, or to obtain our current trademark usage guidelines, write to legal@higgins.ai.

7Acceptable Use Policy

7.1 The Standard

We built higgins.ai to empower serious, consequential work. Our Acceptable Use Policy reflects that. The standard is simple: use the Services lawfully, ethically, and in ways consistent with the spirit of this Agreement. The rules below are the floor, not the ceiling.

7.2 Prohibited Conduct

You may not use the Services to:

Illegal or Harmful Activity

• Violate any applicable local, state, national, or international law or regulation
• Infringe or misappropriate any third party's intellectual property rights
• Violate any person's privacy rights or data protection rights
• Engage in fraud, deception, or misrepresentation of any kind
• Produce, distribute, or facilitate child sexual abuse material (CSAM) — this is an absolute prohibition resulting in immediate termination and law enforcement referral

Harmful or Dangerous Content

• Generate or distribute content that promotes, glorifies, or incites violence, terrorism, or hate based on race, ethnicity, national origin, religion, gender, sexual orientation, disability, or similar characteristics
• Create or distribute malware, viruses, ransomware, spyware, or other malicious code
• Generate content designed to harass, bully, threaten, or intimidate any individual
• Produce disinformation, deepfakes, or synthetic media designed to deceive, without appropriate disclosure
• Generate content that facilitates self-harm or suicide in violation of responsible communication standards

Platform Abuse

• Attempt to gain unauthorized access to any part of the Services, other users' accounts, or higgins.ai's systems
• Circumvent, disable, or interfere with any security feature of the Services
• Use the Services in any manner that could damage, disable, overburden, or impair them
• Scrape, crawl, or extract data from the Services using automated tools beyond authorized API access
• Introduce any backdoor, Trojan horse, or other malicious components into the Services
• Probe, scan, or test the vulnerability of the Services without our prior written authorization
• Exceed API rate limits or otherwise abuse our infrastructure

Prohibited Commercial Conduct

• Resell, sublicense, or otherwise commercialize access to the Services without a written reseller agreement with higgins.ai
• Use the Services to build a product or service that competes with higgins.ai without express written permission
• Misrepresent your identity or affiliation when using the Services

7.3 Sensitive Use Categories

Certain categories of use require additional care and, in some cases, prior written approval from higgins.ai:

• High-risk automated decisions — use of AI outputs to make consequential decisions about individuals (employment, credit, housing, healthcare, legal proceedings) without appropriate human review
• Critical infrastructure — use in systems where failure could result in loss of life, physical harm, or significant disruption to essential services
• Healthcare & medical — clinical decision support or medical advice applications
• Legal advice — use of Generated Outputs as a substitute for licensed legal counsel
• Financial advice — investment or financial planning advice without appropriate licensed oversight

Contact enterprise@higgins.ai to discuss your use case if it falls into these categories.

7.4 Enforcement

We reserve the right to investigate any suspected violation of this Acceptable Use Policy. Upon finding a violation, we may:

• Remove or disable access to violating Content
• Suspend or terminate your account (see Section 19)
• Report the activity to appropriate law enforcement authorities
• Seek injunctive relief or other appropriate legal remedy

We prefer engagement over enforcement. If you are uncertain whether a use is permitted, contact us at legal@higgins.ai before proceeding.

8AI-Specific Terms

8.1 Nature of AI Generated Outputs

higgins.ai's AI Agents are powerful tools, and like all tools, they must be used with judgment. You acknowledge that:

• AI outputs are not infallible. Generated Outputs may contain errors, inaccuracies, outdated information, or statements that appear plausible but are incorrect ("hallucinations"). Always apply professional judgment before acting on AI-generated content.
• AI outputs are not professional advice. Nothing generated by our AI Agents constitutes legal, medical, financial, engineering, psychological, or other licensed professional advice. For decisions requiring professional expertise, consult a qualified professional.
• Context matters. AI output quality depends significantly on the quality and clarity of your inputs. Vague, ambiguous, or misleading inputs are likely to produce unhelpful or incorrect outputs.

8.2 Your Responsibility for AI Outputs

You are responsible for:

• Reviewing and verifying Generated Outputs before using them in consequential decisions
• Ensuring that your use of Generated Outputs complies with applicable law and professional standards
• Not representing AI-generated content as your own original human work in contexts where that distinction is legally or ethically material
• Disclosing AI involvement in outputs where required by applicable law, professional rules, or platform policies of other services you use

8.3 AI Model Evolution

Our AI models are continuously improved. We may update the underlying models that power our AI Agents without specific notice. Such updates may change the nature, style, or characteristics of Generated Outputs over time. Where model changes would materially affect enterprise customers' workflows, we will provide advance notice as specified in their Enterprise Agreements.

8.4 No Training on Your Content Without Consent

8.5 AI Transparency

We commit to:

• Clearly identifying when you are interacting with an AI system rather than a human
• Providing, upon request, general information about the types of AI models powering specific features
• Sharing our approach to AI safety and responsible AI with customers on request at legal@higgins.ai

9Subscriptions, Billing & Payments

9.1 Subscription Plans

higgins.ai offers subscription-based access to the Services. Current plans, pricing, and included features are provided to you at the time of purchase or in your Order Form; to request current pricing, contact enterprise@higgins.ai. By selecting a plan, you agree to the associated pricing and terms.

9.2 Billing Cycle & Payment

• Subscriptions are billed in advance on a monthly or annual basis, depending on your selected plan
• Payment is due at the start of each billing period
• All prices are in US Dollars unless otherwise specified
• You authorize us to charge your payment method on file for recurring subscription fees

9.3 Automatic Renewal

Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. You will receive a renewal reminder at least 7 days before your renewal date. To cancel, contact billing@higgins.ai before your renewal date.

9.4 Price Changes

We may change subscription pricing with at least 30 days' advance notice delivered via email and in-product notification. Price changes take effect at your next renewal after the notice period. If you do not agree to a price change, you may cancel before it takes effect.

9.5 Taxes

Stated prices do not include applicable taxes (including VAT, GST, and sales tax). You are responsible for all applicable taxes.

9.6 Late Payments & Failed Charges

If a payment fails:

• We will notify you and attempt to process the payment again
• You have a 10-day grace period to update your payment method
• If payment is not received after the grace period, we may suspend access to the Services
• Reinstatement of a suspended account requires payment of all outstanding amounts

9.7 Refund Policy

• Annual subscriptions: we offer a 14-day refund from the date of initial purchase or annual renewal, provided you have not made extensive use of the Services during that period.
• Monthly subscriptions: monthly plans are non-refundable once the billing period has begun, except where required by applicable law.
• Exceptions: refunds may be provided at our discretion for documented technical failures that prevented you from using the Services during a subscription period. Contact billing@higgins.ai to request a refund.

9.8 Disputes

If you believe a charge is incorrect, contact billing@higgins.ai within 60 days of the charge date. We will investigate and respond within 10 business days. Please do not initiate a payment-card chargeback without first contacting us — we resolve billing disputes promptly, and chargebacks may result in account suspension.

10Free Tier & Trials

10.1 Free Tier

higgins.ai may offer a free tier with limited functionality. Free tier access is subject to these Terms and to the usage limits applied to that tier. We reserve the right to modify or discontinue the free tier at any time with 30 days' notice.

10.2 Free Trials

We may offer free trials of paid subscription features. Unless you cancel before the trial ends, your subscription will convert to a paid plan and your payment method will be charged. We will remind you before a trial ends.

10.3 One Trial Per Person

Free trials are intended for new customers evaluating the Services. We reserve the right to limit trials to one per person or organization and to deny trial access to users who have previously subscribed.

11Modifications to the Services

11.1 Our Right to Modify

We continuously improve higgins.ai. We reserve the right to modify, update, add to, or remove features of the Services at any time. Most changes are improvements — new features, better performance, enhanced security.

11.2 Notice for Material Changes

For changes that materially reduce the functionality of a paid subscription, we will:

• Provide at least 30 days' advance written notice to affected subscribers
• Describe the change and the reason for it clearly
• Offer affected subscribers the option to cancel and receive a prorated refund for the unused portion of their subscription term if the change is unacceptable

11.3 Discontinuation of Services

If we elect to discontinue the Services entirely or any major component:

• We will provide at least 90 days' advance notice to subscribers
• We will provide tools to export your data during the notice period
• We will offer prorated refunds for any prepaid subscription period beyond the discontinuation date

12Availability, Downtime & Service Levels

12.1 Availability Commitment

We target high availability for the core Services and monitor them continuously. We do not commit to a specific uptime percentage under these general Terms; enterprise customers may contract for a measured uptime commitment under Section 12.4.

12.2 Planned Maintenance

Where planned maintenance is expected to interrupt the Services, we will give affected users at least 48 hours' advance notice by email or in-product notice. We schedule planned maintenance during periods of lowest usage where possible.

12.3 Unplanned Outages

In the event of an unplanned service disruption, we will notify affected users, provide updates at reasonable intervals until resolution, and publish a post-incident summary for significant outages.

12.4 Service Level Agreements

Enterprise customers may negotiate Service Level Agreements (SLAs) with specific uptime commitments, support response times, and remedies for non-compliance. Contact enterprise@higgins.ai for details.

12.5 Force Majeure

We are not liable for unavailability caused by circumstances beyond our reasonable control, including natural disasters, pandemics, government actions, labor disputes, or failures of third-party infrastructure providers. We will use reasonable efforts to restore Services as quickly as possible in such circumstances.

13Privacy & Data Protection

13.1 Privacy Agreement

Our collection, use, storage, and protection of your data is governed by our Privacy Agreement, available at higgins.ai/privacy. The Privacy Agreement is incorporated into these Terms by reference and forms part of this Agreement.

13.2 Core Data Commitment

As stated in our Privacy Agreement and restated here for emphasis:

This commitment is unconditional, has no commercial exceptions, and applies to all data you generate, upload, or transmit through the Services.

13.3 Data Processing for Enterprise

Enterprise customers who require a Data Processing Agreement (DPA) for GDPR, CCPA, HIPAA, or other regulatory compliance may request one at legal@higgins.ai. Our DPA is pre-negotiated and designed to meet the requirements of major global privacy frameworks.

14Confidentiality

14.1 Mutual Confidentiality

Each party may disclose Confidential Information to the other in connection with the Services. "Confidential Information" means any information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

14.2 Obligations

Each party agrees to:

• Hold the other party's Confidential Information in strict confidence
• Not disclose Confidential Information to third parties without prior written consent
• Use Confidential Information only for the purposes of this Agreement
• Apply at minimum the same degree of care it uses to protect its own confidential information, but not less than reasonable care

14.3 Exclusions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was rightfully known to the receiving party before disclosure
• Is independently developed by the receiving party without use of Confidential Information
• Is required to be disclosed by law, provided the receiving party gives prompt written notice to the disclosing party before disclosure and cooperates with any effort to obtain a protective order

14.4 Your Content as Confidential

We treat your Content — including your conversations, documents, and workspace data — as your Confidential Information and apply the protections of this Section 14 to it.

15Third-Party Services & Integrations

15.1 Third-Party Services

The Services may integrate with or link to third-party services, applications, or websites ("Third-Party Services") at your direction. These Third-Party Services are not under higgins.ai's control, and we are not responsible for their content, practices, or policies.

15.2 Your Responsibility for Integrations

By connecting a Third-Party Service, you:

• Authorize us to share data with that service as required for the integration to function
• Acknowledge that the Third-Party Service's own terms and privacy policy govern its handling of your data
• Accept responsibility for reviewing those terms and privacy policies before connecting

15.3 Third-Party Content

The Services may display content from third-party sources (such as search results, news feeds, or linked documents). Such content does not represent higgins.ai's views or endorsements. We are not responsible for third-party content accessed through the Services.

15.4 Marketplace & Partner Applications

If higgins.ai offers an application marketplace or partner integrations, each application may be subject to its own terms of service in addition to these Terms. Review the terms of any application before installing it.

16Disclaimer of Warranties

16.1 As-Is Provision

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HIGGINS.AI EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• TITLE AND NON-INFRINGEMENT
• WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE
• WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY GENERATED OUTPUTS

16.2 AI Output Disclaimer

GENERATED OUTPUTS ARE PROVIDED FOR INFORMATIONAL AND PRODUCTIVITY PURPOSES ONLY. HIGGINS.AI MAKES NO WARRANTY THAT GENERATED OUTPUTS ARE ACCURATE, COMPLETE, CURRENT, OR SUITABLE FOR ANY PARTICULAR PURPOSE. YOUR RELIANCE ON GENERATED OUTPUTS IS AT YOUR OWN RISK.

16.3 No Professional Advice Warranty

THE SERVICES DO NOT PROVIDE LEGAL, MEDICAL, FINANCIAL, ENGINEERING, OR OTHER LICENSED PROFESSIONAL ADVICE. NO GENERATED OUTPUT CONSTITUTES PROFESSIONAL ADVICE OF ANY KIND.

16.4 Jurisdictional Limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

17Limitation of Liability

17.1 Exclusion of Consequential Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HIGGINS.AI AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES
• DAMAGES ARISING FROM RELIANCE ON GENERATED OUTPUTS
• DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA
• DAMAGES ARISING FROM THIRD-PARTY CONDUCT OR THIRD-PARTY SERVICES

EVEN IF HIGGINS.AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.2 Aggregate Liability Cap

17.3 Essential Basis

THE LIMITATIONS IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND HIGGINS.AI. HIGGINS.AI WOULD NOT BE ABLE TO PROVIDE THE SERVICES AT THE OFFERED PRICING WITHOUT THESE LIMITATIONS.

17.4 Exceptions

Nothing in this Section limits higgins.ai's liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be excluded or limited by applicable law

18Indemnification

18.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless higgins.ai and its officers, directors, employees, agents, affiliates, licensors, and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms
• Your Content or your use of the Services
• Your violation of any applicable law or third-party rights
• Your use of Generated Outputs in a manner that causes harm to a third party

18.2 Our Indemnification of You

higgins.ai will indemnify, defend, and hold harmless you from and against third-party claims that the Services, as provided by us and used in accordance with these Terms, infringe any third-party intellectual property right. This obligation does not apply where the claim arises from:

• Your modification of the Services
• Your combination of the Services with third-party products or services
• Your use of the Services in violation of these Terms
• Content or materials you submitted

18.3 Procedure

The indemnified party must: (a) promptly notify the indemnifying party of any claim; (b) give the indemnifying party sole control of defense and settlement; and (c) provide reasonable assistance. The indemnifying party may not settle any claim that imposes obligations on the indemnified party without the indemnified party's prior written consent.

19Termination & Suspension

19.1 Your Right to Terminate

You may terminate your account and these Terms at any time by:

• Going to Settings → Profile → Delete account, or
• Contacting support@higgins.ai with a termination request

Upon termination, your access to the Services will end at the close of your current billing period (for paid subscriptions). You may request an export of your data before closing your account.

19.2 Our Right to Suspend

We may suspend your account immediately, without notice, if:

• We have reasonable grounds to believe you have violated Section 7 (Acceptable Use Policy) in a manner causing immediate harm to the Services, other users, or third parties
• We are required to do so by law
• Your account payment has lapsed beyond the grace period

Where possible, we will provide notice and an opportunity to cure before suspension.

19.3 Our Right to Terminate

We may terminate your account and these Terms with 30 days' written notice for any reason. We may terminate your account immediately, without notice, for:

• Serious, repeated, or willful violations of the Acceptable Use Policy
• Conduct posing an imminent threat to the security of the Services or other users
• Conduct involving CSAM or other content requiring immediate law enforcement referral

19.4 Effect of Termination

Upon termination of your account:

• Your license to use the Services immediately terminates
• You must cease all use of the Services
• We will retain your data for 30 days following termination, during which time you may request export or deletion
• After 30 days, your data will be deleted in accordance with our Privacy Agreement

Termination does not relieve you of obligations incurred prior to termination, including outstanding payment obligations.

19.5 Survival

The following Sections survive termination: 5.1, 6.1, 14, 16, 17, 18, 20, and 25.

20Dispute Resolution & Governing Law

20.1 Informal Resolution First

Before initiating formal proceedings, you agree to attempt to resolve any dispute informally by contacting us at legal@higgins.ai with a written description of the dispute and your desired resolution. We will attempt to resolve the dispute within 30 days. This informal process is a prerequisite to formal proceedings.

20.2 Governing Law

These Terms and any dispute arising out of or related to these Terms or the Services shall be governed by the laws of the jurisdiction in which higgins.ai Incorporated is incorporated, without giving effect to any choice-of-law or conflict-of-law rules.

20.3 Arbitration Agreement (U.S. Users)

For users in the United States: subject to Section 20.5 (Class Action Waiver) and the exceptions in Section 20.6, you and higgins.ai agree that any dispute arising out of or related to these Terms or the Services shall be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (available at adr.org), rather than in court.

The arbitration will be conducted:

• In the English language
• On a documents-only or telephonic basis for claims under $10,000, unless either party requests otherwise
• With costs allocated as provided in the AAA Rules; higgins.ai will pay arbitration costs for claims under $10,000 where you prevail

20.4 Arbitration (International Users)

For users outside the United States, disputes shall be resolved through binding arbitration under the rules of the International Chamber of Commerce (ICC), with the seat of arbitration determined by mutual agreement or, failing agreement, by the arbitral tribunal.

20.5 Class Action Waiver

20.6 Exceptions to Arbitration

Notwithstanding the above, either party may seek:

• Injunctive or other equitable relief in a court of competent jurisdiction for claims involving intellectual property infringement, breach of confidentiality, or imminent harm
• Resolution before a small claims court for claims within that court's jurisdiction

20.7 Time Limitation on Claims

ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES MUST BE FILED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR IT IS PERMANENTLY BARRED, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

21Enterprise & Business Customers

21.1 Enterprise Agreements

Enterprise customers operating under a separately executed Enterprise Agreement, Order Form, or Master Services Agreement ("Enterprise Agreement") are subject to those agreements, which take precedence over these Terms in the event of a conflict.

21.2 Authorized Users

Enterprise customers are responsible for:

• Ensuring that all authorized users within their organization are informed of and comply with these Terms
• Managing user access and promptly de-provisioning users who leave the organization or no longer require access
• All activity by their authorized users, including any violations of the Acceptable Use Policy

21.3 Administrator Controls

Enterprise accounts include administrator tools that allow designated administrators to:

• Provision and de-provision user accounts
• Set organization-wide access policies and permissions
• Access audit logs of organizational activity within the platform
• Configure data residency and retention settings (subject to plan)

21.4 Enterprise Support

Enterprise customers receive priority support with response times as specified in their Enterprise Agreement. Contact enterprise@higgins.ai for enterprise support inquiries.

22Developer & API Terms

22.1 API Access

Developers who access the Services through our API are subject to these Terms plus any additional Developer Terms we provide with your API credentials. Request the current Developer Terms at developers@higgins.ai. In the event of a conflict, the Developer Terms govern API access.

22.2 API Key Security

You are responsible for maintaining the security of your API keys. Do not share API keys, commit them to public code repositories, or expose them in client-side code. Notify security@higgins.ai immediately if you believe an API key has been compromised.

22.3 Rate Limits & Fair Use

API access is subject to rate limits specified in your plan. Circumventing rate limits through multiple accounts, automated retry abuse, or other means is a violation of the Acceptable Use Policy and may result in immediate suspension of API access.

22.4 Applications Built on the higgins.ai API

If you build applications or services using the higgins.ai API:

• Your application must comply with all applicable laws and our Acceptable Use Policy
• You must not represent your application as an official higgins.ai product without written permission
• You are responsible for your application's compliance with applicable privacy laws, including providing your users with a lawful privacy policy
• You must not use the API to build a product that competes directly with higgins.ai

23Beta Services

23.1 Nature of Beta Services

We may offer access to features or products designated as "Beta," "Preview," "Early Access," or similar ("Beta Services"). Beta Services:

• Are provided for evaluation purposes only
• May be incomplete, unstable, or subject to significant change
• Are provided without warranty of any kind
• May be discontinued at any time without notice

23.2 Beta Feedback

By participating in a Beta program, you agree to provide candid feedback about the Beta Services, which we may use to improve our products as described in Section 6.3.

23.3 No Reliance

You should not rely on Beta Services for production use, critical workflows, or decisions involving significant consequences. Beta data may be reset, lost, or deleted during the Beta period.

24Export Controls & Sanctions Compliance

24.1 Export Control Laws

The Services and related technology may be subject to export control laws and regulations of the United States and other jurisdictions, including the U.S. Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR). You agree not to export, re-export, or transfer the Services or any related technology in violation of applicable export control laws.

24.2 Sanctions Compliance

You represent and warrant that you are not located in, organized under the laws of, or a national of any country subject to U.S. or applicable international trade sanctions or embargoes. You also represent that you are not on any U.S. government restricted or denied party list.

24.3 Your Compliance Responsibility

You are responsible for complying with all applicable export control and sanctions laws in your jurisdiction. Use of the Services in violation of export control laws or sanctions is a material breach of these Terms.

25General Provisions

25.1 Entire Agreement

These Terms, together with the Privacy Agreement and any applicable Enterprise Agreement, constitute the entire agreement between you and higgins.ai with respect to the Services and supersede all prior agreements, representations, and understandings.

25.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

25.3 Waiver

higgins.ai's failure to enforce any provision of these Terms does not constitute a waiver of our right to enforce that provision in the future. Any waiver must be in writing and signed by an authorized representative of higgins.ai.

25.4 Assignment

You may not assign or transfer these Terms or any rights hereunder without higgins.ai's prior written consent. higgins.ai may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets, subject to the protections described in our Privacy Agreement. These Terms bind and inure to the benefit of the parties' permitted successors and assigns.

25.5 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights. Only the parties to these Terms may enforce their provisions.

25.6 Relationship of the Parties

The relationship between you and higgins.ai is that of independent contractors. These Terms do not create a partnership, joint venture, agency, franchise, or employment relationship.

25.7 Notices

Notices from higgins.ai to you will be sent to the email address associated with your account or posted prominently within the Services. Notices from you to higgins.ai must be sent to legal@higgins.ai or by physical mail to our registered address. Notices are effective upon receipt (email) or upon posting (in-product).

25.8 Changes to These Terms

We will notify you of material changes to these Terms at least 30 days before they take effect through:

• Email notification to your registered address
• Prominent in-product notice at login
• A clear summary of what changed and the reason for the change

Non-material changes (such as corrections and reorganization) may be made without advance notice, but the updated Terms will always be available at higgins.ai/terms with an updated "Last Updated" date. We retain previous versions; to request the version in force on a particular date, or a summary of what changed between versions, write to legal@higgins.ai.

25.9 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond that party's reasonable control, including acts of God, natural disasters, pandemic, governmental action, civil unrest, or third-party infrastructure failure, provided the affected party notifies the other promptly and uses reasonable efforts to resume performance.

25.10 Language

These Terms are written in English. If translated, the English version controls in the event of any inconsistency.

26Jurisdiction-Specific Addenda

26.1 European Economic Area & United Kingdom

For users in the EEA and UK, to the extent that any provision of these Terms conflicts with mandatory consumer protection laws in your jurisdiction, those mandatory laws take precedence. Nothing in these Terms limits your rights under the GDPR, UK GDPR, or applicable consumer protection legislation. Our designated EU representative can be reached at eu-rep@higgins.ai and our UK representative at uk-rep@higgins.ai.

26.2 California

For California residents, to the extent California consumer protection laws (including the CLRA and UCL) provide rights beyond those described in these Terms, those rights are preserved. You may have additional rights under the CCPA/CPRA as described in our Privacy Agreement.

26.3 Australia

For Australian users, these Terms are subject to the Australian Consumer Law (ACL). Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the ACL that cannot be excluded.

26.4 Canada

For Canadian users, these Terms are governed in part by applicable Canadian federal and provincial law, including PIPEDA and Quebec's Law 25. Mandatory consumer protection provisions of applicable Canadian law take precedence over any conflicting provision of these Terms.

26.5 Brazil

For Brazilian users, these Terms are subject to the Lei Geral de Proteção de Dados (LGPD) and applicable Brazilian consumer protection law (Código de Defesa do Consumidor). Mandatory provisions of those laws take precedence over any conflicting provision of these Terms.

27Contact Information