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Terms of Use

Last Updated: June 3, 2026

Acceptance of the Terms

The following terms of use (these “Terms”) are entered into by and between you and OGTW, Inc. (“Company,” “we,” “us” or “our”). These Terms govern your access to and use of Amicus.AI — our AI-assisted contract review tool — and our website on which it is made available (the “Site”), together with any other products or services offered by us in connection with Amicus.AI (collectively, the “Services”).

Please read these Terms carefully. By accessing, browsing, or otherwise using the Services or by clicking to accept or agree to the Terms when this option is made available to you, you (1) acknowledge that you have read and understood these Terms, (2) represent and warrant that you meet all of our eligibility requirements for using the Services as described in these Terms, and (3) accept and agree to be bound by these Terms, including any other terms applicable to the Services that are incorporated herein by reference. If you are using the Services on behalf of an entity, you are agreeing to these Terms for that entity and are representing to us that you have the authority to bind that entity to these Terms (in which case “you” will refer to that entity). If you do not accept these Terms or do not satisfy the eligibility requirements set forth below, you may not access or use the Services.

Privacy Policy

Your use of the Services is subject to the terms set forth in our Privacy Policy (the “Privacy Policy”), which describes how we collect, use, and disclose information in connection with the Services. The Privacy Policy is incorporated by reference into these Terms.

Changes to the Terms of Use

We reserve the right to update and revise these Terms at any time. We will also change the “Last Updated” date at the top of this page so you can tell if these Terms have changed since your last visit. Any such changes are effective immediately when we post them and apply to all access to and use of the Services thereafter. Please review these Terms regularly because once we post any changes, your continued use of the Services constitutes your acceptance of the revised Terms.

How the Service Works

Amicus.AI allows you to upload, paste, or otherwise submit the text of a contract (your “Submitted Contract”) and a short set of intake answers about your situation. The Services then use third-party large language models (currently provided by Anthropic) to analyze the Submitted Contract and return:

You acknowledge the following about how the Services currently operate:

Access to Services; Eligibility

By accessing the Services, you represent and warrant that:

We may restrict, suspend, or terminate your access to the Services at any time, in our sole discretion, for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

Your Submitted Contract and Content

Your Representations

By submitting a Submitted Contract or other content through the Services, you represent and warrant that you have the right to do so, including any right or permission required from counterparties or other third parties whose information appears in the Submitted Contract, and that submitting it does not violate any law, contractual obligation (such as a confidentiality or non-disclosure obligation), or third-party right. You are solely responsible for the content you submit and for the decisions you make based on the output the Services return.

Limited License to Us

You retain all rights in your Submitted Contract and other content you submit through the Services. You grant us a limited, non-exclusive, royalty-free, worldwide license to use, copy, transmit, process, and modify your Submitted Contract and intake answers solely as needed to operate the Services for you — that is, to transmit them to our AI provider, generate the analysis, and return the output to you. This license terminates when your processing session ends. We do not retain your Submitted Contract after your session and we do not use your Submitted Contract to train AI models.

Output

Subject to any third-party rights in the underlying Submitted Contract, you may freely use the analysis, suggested edits, and marked-up document the Services return to you. You acknowledge that similar or identical output may be generated for other users analyzing similar contracts.

Use of the Services; Restrictions on Use

We may from time to time in our sole discretion develop and provide updates to the Services, change the Services, restrict access to the Services, or withdraw or terminate the Services entirely, and we reserve the right to do so in our sole discretion without notice. Any such updates or changes will be deemed part of the Services and subject to all terms and conditions of these Terms. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Services. In the event of modification or termination, you will still be bound by your obligations under these Terms, including the warranties made by you, and by the disclaimers and limitations of liability.

You may use the Services only as expressly authorized and in compliance with any policies made available to you within the Services. Without limiting the foregoing, you may not:

Eligibility; Minors

We only permit individuals who are at least 18 years old, or the age of majority in their province, territory, or country, and who can form legally binding contracts with us, to use the Services. Individuals under the age of 18, or the applicable age of majority (“Minors”), may utilize the Services only with the consent and supervision of a parent, legal guardian, or other qualified adult. If you are a parent or guardian and you allow your Minor to use the Services, you agree to be bound by the Minor’s use of the Services and by these Terms. If you are a Minor and do not have the requisite parent or guardian consent, please do not attempt to access or use the Services.

You may only use or receive the Services to the extent the laws of your jurisdiction or the United States do not bar you from doing so. You are solely responsible for ensuring compliance with the laws of your jurisdiction.

Links to Third-Party Websites

We may provide links to third-party websites or services for you to access. You acknowledge that any access is at your sole discretion and for your information only. We do not review or endorse any of those websites or services. We are not responsible in any way for: (a) the availability of, (b) the privacy practices of, (c) the content, advertising, products, goods, or other materials or resources on or available from, or (d) the use to which others make of these other websites and services. We are also not responsible for any damage, loss, or offense caused or alleged to be caused by, or in connection with, the use of or reliance on such websites or services.

Intellectual Property

Except as otherwise expressly granted to you in these Terms, we reserve and retain all right, title, and interest in the Services, including without limitation all underlying technology, prompts, playbook content, models, processes, enhancements or modifications thereto, trademarks, service marks, site design, text, graphics, logos, images, and icons, as well as the arrangement thereof. You acknowledge that the Services contain proprietary content, information, and material protected by applicable intellectual property and other laws, and you agree that, except with our prior written consent or as explicitly provided in these Terms, using the Services does not (1) give you any ownership of any intellectual property rights in our Services or (2) grant you the right to display, modify, reproduce, distribute, create derivative works of, download, store, transmit, or otherwise use any of our intellectual property other than the output returned to you for your Submitted Contract.

You may not access or use for any commercial purposes any part of the Site or the Services except as expressly permitted in these Terms. You acknowledge and agree that you do not acquire any ownership interest in the Services under these Terms. Appropriate legal action may be taken for any illegal or unauthorized use of the Services.

To inquire about obtaining authorization to use the materials or content other than as permitted in these Terms, please contact us at hello@counselclub.co.

AI-Generated Output

The Services use artificial intelligence to read your Submitted Contract and generate analyses, explanations, and suggested edits. You acknowledge and agree that:

Availability of the Services

Although we aim to offer you the best service possible, we make no promise that the Services will meet your requirements and we cannot guarantee that the Services will be fault free or continuously available. If a fault occurs in the Services, please report it to us at hello@counselclub.co and we will review your complaint and, where we determine it appropriate to do so, correct the fault. We will not be liable to you if the Services are unavailable from time to time. Your access to the Services may be occasionally restricted to allow for repairs, maintenance, model upgrades, or the introduction of new features. We will restore the Services as soon as we reasonably can.

Third-Party Materials and Providers

You understand that the Services rely on third-party providers, including the AI provider that processes your Submitted Contract, and may display, include, or make available content, data, information, applications, or materials from third parties or provide links to certain third-party websites (collectively, “Third-Party Materials”). You acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, availability, or any other aspect of such Third-Party Materials, including any output produced by an AI provider. We expressly disclaim any responsibility for all aspects of the Third-Party Materials and you further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Materials.

Use of any third-party trademarks or third-party content on or in connection with the Services does not constitute affiliation with or endorsement of these third parties. Nothing in these Terms grants you any license to third-party trademarks or content, which shall remain the property of their respective owners.

The Company Is Not a Substitute for Legal Advice

The Company provides general legal information and an automated software tool that helps individuals review and mark up legal documents. The information provided by the Company and the output of the Services do not constitute legal advice (“Legal Information”). We do not review your Submitted Contract or your situation for legal accuracy or sufficiency, draw legal conclusions, provide opinions about your selection of clauses or edits, or apply the law to the facts of your particular situation. The Company is not a law firm, and the Services do not perform services performed by an attorney.

Legal Information provided through the Services is not a substitute for legal advice from a qualified attorney licensed to practice in an appropriate jurisdiction. Communications between you and the Services are not protected as privileged communications under the attorney-client privilege or work product doctrine.

For the sake of clarity, your use of the Services does not create an attorney-client relationship between you and the Company, or between you and any Company affiliate, employee, contractor, or representative. Unless you are otherwise represented by an attorney, you represent yourself in any legal matter you undertake through or in connection with the Services.

Counsel Club is not a “Lawyer Referral Service.” Counsel Club does not endorse or recommend any attorney nor does it make any warranty as to the qualifications or competency of any attorney.

Warranty Disclaimers; Limitation of Liability

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SERVICES OR ANY CONTENT OR OUTPUT MADE AVAILABLE THROUGH THE SERVICES, WHETHER PROVIDED OR OWNED BY THE COMPANY OR BY ANY THIRD PARTY (INCLUDING ANY AI PROVIDER), INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, FREEDOM FROM COMPUTER VIRUS, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. IN ADDITION, YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES AND OF ANY OUTPUT THE SERVICES PRODUCE, AND THE COMPANY DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT THE SERVICES OR ANY OUTPUT IS ACCURATE, COMPLETE, AVAILABLE, CURRENT, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR DEFECTS, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

IN NO EVENT WHATSOEVER SHALL THE COMPANY, ITS AFFILIATES, OR SUPPLIERS (INCLUDING ANY AI PROVIDER), OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES, BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, INCLUDING BUT NOT LIMITED TO LOSS OF SALES, PROFIT, REVENUE, GOODWILL, OR DOWNTIME, OR FOR ANY LOSS, DAMAGE, OR LIABILITY ARISING OUT OF A CONTRACT YOU SIGN OR DECLINE TO SIGN IN RELIANCE ON THE SERVICES, (ARISING UNDER TORT, CONTRACT, OR OTHER LAW) REGARDLESS OF SUCH PARTY’S NEGLIGENCE OR WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YOU UNDERSTAND AND AGREE THAT THE DOWNLOAD OF ANY MATERIALS IN CONNECTION WITH THE SERVICES IS DONE AT YOUR DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OR UPLOAD OF ANY MATERIAL. COMPANY NEITHER ASSUMES, NOR DOES IT AUTHORIZE ANY OTHER PERSON TO ASSUME ON ITS BEHALF, ANY OTHER LIABILITY IN CONNECTION WITH THE PROVISION OF THE SERVICES.

IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS, COMPANY IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH YOUR USE OF ANY SERVICES, COMPANY’S TOTAL AGGREGATE LIABILITY SHALL IN NO EVENT EXCEED US$100.00. THIS LIMIT REFLECTS THAT THE SERVICES ARE CURRENTLY PROVIDED WITHOUT CHARGE. THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY ARE MADE TO THE FULLEST EXTENT PERMITTED BY LAW.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to: (a) your violation of these Terms; (b) your use of the Services or of any output produced by the Services; (c) any Submitted Contract or other content you submit, including any claim that submitting it violated a confidentiality, non-disclosure, or other contractual or legal obligation owed to a third party; or (d) any contract you sign, send, or decline to sign in reliance on the Services.

Governing Law

No matter where you are located, the laws of the state of New York will govern these Terms and the relationship between you and the Company as if you signed these Terms in New York, without regard to New York state’s conflicts of laws rules. If any provisions of these Terms are inconsistent with any applicable law, those provisions will be superseded and/or modified only to the extent such provisions are inconsistent. The parties agree to submit to the federal or state courts in New York for exclusive jurisdiction of any dispute arising out of or related to your use of the Services or your breach of these Terms.

Arbitration

At our sole discretion, we may require you to submit any disputes arising from these Terms, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association. The arbitration shall be seated in New York, New York.

Severability

If it turns out that any part of these Terms is invalid, void, or for any reason unenforceable, that term will be deemed severable and limited or eliminated to the minimum extent necessary. The limitation or elimination of the term will not affect any other terms.

Entire Agreement

These Terms, together with the Privacy Policy, constitute the entire agreement between you and the Company and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, with respect to the Services. Any rights not expressly granted herein are reserved.

Force Majeure

We take our commitment to users seriously, and we’ll do what we can for you. However, sometimes things may come up that are outside of our control. We will not be liable for any failure to perform any of our obligations stated in these Terms if the failure results from a cause beyond our reasonable control, including — without limitation — mechanical, electronic, or communications failure or degradation; failures, throttling, or outages of any AI provider or other upstream service; strikes or other labor disputes (whether or not relating to our workforce); restraints or delays affecting carriers; or our inability or delay in obtaining supplies of adequate or suitable materials.

Assignment

You cannot assign, transfer, or sublicense these Terms without first obtaining our consent. We may assign, transfer, or delegate any of our rights and obligations without consent. These Terms do not create any agency, partnership, joint venture, or employment relationship, and neither party has any authority to bind the other in any respect.

Waiver

If we do not enforce any part of these Terms, it does not mean we give up the right to later enforce that or any other part of these Terms. In order for any waiver of compliance with these Terms to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.

Release

You release the Company and our successors from all losses, damages, rights, demands, and actions of any kind, including personal injuries, death, and property damage, that are directly or indirectly related to or arise from your use of the Services (collectively, “Claims”). If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his favor at the time of executing the release, which, if known by him would have materially affected his settlement with the debtor.” This release does not apply to any Claims for unconscionable commercial practice by the Company or fraud, deception, false promise, misrepresentation, or concealment, suppression, or omission of any material fact in connection with the Services.

Comments, Concerns, and Complaints

All feedback, comments, requests for technical support, and other communications relating to the Services should be directed to: hello@counselclub.co.