These Terms of Service (“Agreement”) govern your access to and use of the software platform and related services provided by Verdica LLC (“Verdica,” “we,” “us,” or “our”). By creating an account, using the Services, or otherwise accepting this Agreement, you (“the Firm,” “you,” or “your”) agree to be bound by these Terms on behalf of the law firm or other legal organization you represent.
If you do not agree to these Terms, do not access or use the Services.
1. Definitions
1.1“Services” means the Verdica web-based platform, application programming interfaces (“APIs”), artificial intelligence (“AI”)-powered tools, integrations, and any related support or professional services made available by Verdica, as updated from time to time.
1.2“Firm” means the law firm, legal professional entity, or other legal organization that has registered for and is accessing the Services. If you practice as a sole proprietorship, then the “Firm” refers to you.
1.3“Authorized Users” means attorneys, paralegals, intake specialists, and administrative staff employed by or contracted to the Firm who are granted access to the Services by the Firm.
1.4“Client Data” means all data, content, and information submitted to or processed through the Services by the Firm or its Authorized Users, including case files, documents, and any other information relating to the Firm’s clients or matters.
1.5“Protected Health Information” or “PHI” has the meaning set forth in the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”).
1.6“AI Features” means any functionality within the Services that uses machine learning, large language models, or automated analysis to process, classify, summarize, or generate content, including but not limited to medical record analysis, document summarization, and demand letter generation.
1.7“Service Plan” means the billing arrangement under which the Firm accesses the Services.
1.8“Service Plan Term” means the period during which the Firm’s Service Plan is active.
2. The Services
2.1 Scope.Subject to the terms of this Agreement, Verdica grants the Firm a limited, non-exclusive, non-transferable right to access and use the Services during the Service Plan Term solely for the Firm’s internal legal practice management purposes.
2.2 Core Features. The Services may include, without limitation:
- Document Processing — Upload and storage of medical records, police reports, and supporting case materials.
- AI-Powered Analysis — Automated extraction of medical data, cross-reference validation, medical summary generation, settlement valuation, and demand letter and demand package generation.
- Audit and Compliance Logging — Immutable logs of user actions within the platform for compliance and accountability purposes.
2.3 Feature Availability. Specific features may vary by service plan, may be subject to additional configuration, or may be made available on a phased basis. Verdica reserves the right to add, modify, or retire features with reasonable notice. This Agreement applies to all current and future features of the Services unless a different set of terms is specifically agreed to by you and Verdica.
2.4 Third-Party Integrations. The Services may integrate with third-party services including, but not limited to, cloud storage, AI model providers, and payment processors. Such third-party services are governed by their own terms of service and privacy policies. Verdica is not responsible for the availability, accuracy, or practices of third-party services.
3. Account Registration and Access
3.1 Account Creation. You must create an account to access the Services. The Firm agrees to provide accurate, current, and complete information and to maintain that information throughout the Service Plan Term.
3.2 Authorized Users. You are responsible for all actions taken by your Authorized Users. The Firm shall ensure that its Authorized Users comply with this Agreement and shall promptly revoke access for any individual who is no longer authorized.
3.3 Credentials.The Firm is responsible for maintaining the security of its account credentials. Verdica is not liable for any loss arising from unauthorized access caused by the Firm’s failure to secure its credentials.
3.4 Account Administration. At least one Firm administrator must maintain active account access in good standing at all times. You are responsible for designating and maintaining access for the appropriate administrator(s).
4. Acceptable Use
4.1 Permitted Use.The Firm may use the Services only for lawful purposes in connection with the Firm’s legal practice and in compliance with all applicable laws and professional conduct rules.
4.2 Prohibited Conduct. The Firm shall not, and shall ensure its Authorized Users do not:
- Use the Services to process data for third parties outside the Firm’s direct representation or consultation;
- Reverse engineer, decompile, or attempt to extract the source code of the Services;
- Use the Services to develop competing products or services;
- Circumvent any access controls, authentication mechanisms, or usage limits;
- Upload or transmit malicious code, viruses, or disruptive content;
- Misrepresent identity or impersonate another individual or entity;
- Use the Services in any manner that violates applicable attorney ethics rules, bar regulations, or professional conduct obligations; or
- Use AI Features as a substitute for legal judgment, independent professional review, or client advisement.
4.3 Ethical Obligations.Nothing in these Terms modifies the Firm’s professional obligations under applicable rules of professional conduct. The Firm remains solely responsible for the supervision of AI-generated content, the exercise of professional judgment, and compliance with all legal and ethical duties to clients.
4.4 Privileges and Protections.The parties mutually intend that the Firm’s use of the Services will not waive any attorney-client privileges or work product protections that may apply to the Firm’s Client Data; provided, however, that the Firm shall be solely responsible for advising its actual and prospective clients regarding such privileges and protections.
5. AI Features — Important Disclaimers
5.1 No Legal Advice. AI Features are tools designed to assist legal professionals. Outputs generated by AI Features — including case summaries, document analyses, and demand letters — do not constitute legal advice and are not a substitute for the professional judgment of a licensed attorney.
5.2 Accuracy Not Guaranteed. AI-generated outputs may contain errors, omissions, or inaccuracies. The Firm is solely responsible for independently reviewing and verifying all AI-generated content before relying on it in connection with any client matter or legal proceeding.
5.3 Data Processed by AI. The Firm acknowledges that Client Data, including PHI, may be processed by AI systems operated by Verdica or its subprocessors in order to deliver AI Features. Such processing is governed by the Business Associate Agreement referenced in Section 6 below.
5.4 No Model Training on Client Data.Verdica will not use Client Data to train, fine-tune, or otherwise improve AI models without the Firm’s explicit written consent.
6. HIPAA and Protected Health Information
6.1 Business Associate Agreement.Verdica’s Business Associate Agreement (“BAA”) is incorporated into and made part of this Agreement and is automatically in effect upon the Firm’s acceptance of these Terms. No separate signature is required. By using the Services, the Firm acknowledges and agrees to the terms of the BAA to the extent applicable to its use of the Services.
6.2 Firm Responsibility. The Firm is responsible for its own compliance with HIPAA, including patient authorization requirements and minimum necessary standards. The Firm is responsible for determining the lawfulness of submitting PHI to the Services under applicable law.
6.3 Breach Notification.Each party shall comply with its respective obligations under HIPAA’s Breach Notification Rule. Verdica will notify the Firm of any security incident involving PHI in accordance with the terms of the BAA.
7. Data Ownership and Processing
7.1 Firm Owns Client Data. As between the Firm and Verdica, the Firm retains all right, title, and interest in and to Client Data. Verdica does not claim ownership of Client Data.
7.2 License to Verdica.The Firm grants Verdica a limited, non-exclusive license to access, process, store, and use Client Data solely as necessary to provide the Services, comply with legal obligations, and fulfill Verdica’s obligations under this Agreement.
7.3 Data Processing. Verdica processes Client Data in accordance with its Privacy Policy and, where applicable, the BAA. Verdica will implement reasonable technical and organizational measures to protect Client Data against unauthorized access, disclosure, or loss.
7.4 Subprocessors. Verdica may engage subprocessors (e.g., cloud infrastructure, AI model providers, and/or email delivery services) to assist in delivering the Services. Verdica will maintain with any such subprocessors agreements that provide data protection obligations consistent with those in this Agreement.
7.5 Data Export. The Firm may export its Client Data from the Services at any time during an active account using available export functionality. Verdica will cooperate with reasonable data export requests.
7.6 Data Deletion. Upon termination of the Service Plan, Verdica will retain Client Data for a commercially reasonable transition period (not to exceed ninety (90) days) and will thereafter delete or anonymize it unless retention is required by law. The Firm may request earlier deletion subject to applicable legal obligations.
8. Payment Processing
8.1 Payment Processor.Payments are processed by Stripe, Inc. (“Stripe”). The Firm’s use of payment features is subject to Stripe’s applicable terms of service.
9. Billing
9.1 Fees. The Firm agrees to pay Verdica the fees set forth in the applicable order confirmation or account dashboard. All fees are stated in U.S. dollars and are non-refundable except as expressly stated in this Agreement.
9.2 Billing. Fees are billed in accordance with the pricing structure set forth in the applicable order confirmation or account dashboard.
9.3 Payment Method.The Firm authorizes Verdica to charge the Firm’s designated payment method for all fees incurred. The Firm is responsible for maintaining a valid payment method on file.
9.4 Late Payment.If payment is not successfully processed, Verdica may immediately suspend the Firm’s access to the Services until payment is received.
9.5 Fee Changes.Verdica may modify its fees upon at least thirty (30) days’ prior written notice. Continued use of the Services after the effective date of a properly noticed fee change constitutes acceptance of the new fees.
9.6 Taxes.Fees do not include applicable taxes. The Firm is responsible for all taxes, duties, or levies arising from its use of the Services, excluding taxes on Verdica’s net income.
10. Confidentiality
10.1 Mutual Obligation.Each party agrees to maintain the confidentiality of the other party’s non-public information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information (“Confidential Information”).
10.2 Exclusions.Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was already known to the receiving party at the time of disclosure; or (c) is independently developed without use of the disclosing party’s Confidential Information. If the receiving party is asked or required by subpoena, legal process, or court order to disclose any of the disclosing party’s Confidential Information, the receiving party shall give the disclosing party reasonable prior notice before any such disclosure.
10.3 Use Restriction.Each party shall use the other’s Confidential Information only as necessary to fulfill its obligations under this Agreement and shall not disclose it to third parties without prior written consent, except to employees, contractors, or advisors who have a need to know and are bound by comparable confidentiality obligations.
11. Intellectual Property
11.1 Verdica IP. The Services, including all software, algorithms, models, user interfaces, trademarks, and documentation, are owned by Verdica or its licensors. Nothing in this Agreement transfers any ownership rights in the Services to the Firm.
11.2 Feedback. If the Firm provides suggestions, feedback, or ideas regarding the Services, Verdica may use such feedback without restriction or compensation to the Firm.
11.3 Firm IP. The Firm retains all intellectual property rights in Client Data. The Firm represents that it has all rights necessary to upload and process Client Data through the Services.
12. Term and Termination
12.1 Term. This Agreement commences on the date the Firm creates an account or accepts these Terms and continues for as long as the Firm maintains an active account.
12.2 Termination by Firm. The Firm may terminate its Service Plan by providing written notice to Verdica at support@verdicatech.com. Fees already incurred are non-refundable.
12.3 Termination by Verdica.Verdica may terminate this Agreement or suspend access to the Services: (a) immediately upon written notice if the Firm materially breaches this Agreement and fails to cure such breach within ten (10) days of notice; (b) immediately if the Firm violates any provision of Section 4 (Acceptable Use) or Section 6 (HIPAA); or (c) upon thirty (30) days’ notice for any reason.
12.4 Effect of Termination.Upon termination: (a) all licenses granted to the Firm under this Agreement terminate immediately; (b) the Firm’s access to the Services will be disabled; (c) each party will return or destroy the other’s Confidential Information; and (d) all outstanding payment obligations will survive termination.
12.5 Survival. Sections 5, 6, 7, 10, 11, 12.4, 13, 14, 15, and 16 survive termination of this Agreement.
13. Warranties and Disclaimers
13.1 Verdica Warranty. Verdica warrants that: (a) the Services will perform materially in accordance with applicable documentation under normal use; and (b) Verdica will implement and maintain commercially reasonable security measures to protect Client Data.
13.2 Firm Warranty. The Firm warrants that: (a) it has the right to enter into this Agreement; (b) its use of the Services will comply with all applicable laws and professional conduct obligations; and (c) it has all necessary rights and permissions to upload Client Data to the Services.
13.3 Disclaimer.EXCEPT AS EXPRESSLY SET FORTH IN SECTION 13.1, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” VERDICA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION. VERDICA DOES NOT WARRANT THAT AI-GENERATED OUTPUTS ARE ACCURATE, COMPLETE, OR SUITABLE FOR ANY SPECIFIC LEGAL PURPOSE, OR THAT ANY CLIENT DATA PROCESSED BY IT WILL BECOME PROTECTED BY THE ATTORNEY-CLIENT PRIVILEGE OR WORK PRODUCT DOCTRINE BY VIRTUE OF SUCH PROCESSING.
14. Limitation of Liability
14.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.2 Cap on Liability.VERDICA’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, WILL NOT EXCEED THE TOTAL FEES PAID BY THE FIRM TO VERDICA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
14.3 Essential Basis. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
14.4 Exclusions.Nothing in this Section limits either party’s liability for: (a) fraud or willful misconduct; (b) death or personal injury caused by negligence; or (c) any liability that cannot be excluded under applicable law.
15. Indemnification
15.1 By the Firm.The Firm agrees to indemnify, defend, and hold harmless Verdica and its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) the Firm’s use of the Services in violation of this Agreement; (b) Client Data uploaded or processed by the Firm; (c) the Firm’s violation of any applicable law or professional obligation; or (d) any claims by the Firm’s clients arising from the Firm’s use of AI Features or other Services.
15.2 By Verdica.Verdica agrees to indemnify, defend, and hold harmless the Firm from and against any third-party claims alleging that the Services, as provided by Verdica and used in accordance with this Agreement, infringe any U.S. patent, copyright, trademark, or trade secret. This obligation does not apply to claims arising from: (a) modifications made by the Firm; (b) combination with third-party products not provided by Verdica; or (c) the Firm’s breach of this Agreement.
16. Dispute Resolution and Governing Law
16.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions.
16.2 Informal Resolution. The parties agree to first attempt to resolve any dispute informally by providing written notice to the other party describing the dispute in detail. The parties will have thirty (30) days to resolve the dispute informally before initiating formal proceedings.
16.3 Arbitration.If informal resolution fails, any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. Arbitration will be conducted by a single arbitrator in Delaware or via videoconference. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
16.4 Exception. Notwithstanding Section 16.3, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent unauthorized use of Confidential Information or infringement of intellectual property rights.
16.5 Class Action Waiver. The Firm waives any right to bring claims against Verdica as a plaintiff or class member in any putative class action, collective action, or representative proceeding.
17. Modifications to This Agreement
17.1 Updates.Verdica may update these Terms from time to time. Verdica will provide the Firm with at least thirty (30) days’ prior notice of any material changes via email or in-platform notice.
17.2 Acceptance.The Firm’s continued use of the Services after the effective date of any modification constitutes acceptance of the updated Terms. If the Firm does not agree to the updated Terms, it must terminate its Service Plan before their effective date.
18. General Provisions
18.1 Entire Agreement.This Agreement, together with any executed BAA, order form, and Verdica’s Privacy Policy (which is incorporated herein by reference), constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, representations, and understandings.
18.2 Order of Precedence. In the event of a conflict between these Terms and any order form, the order form controls with respect to pricing and plan specifications; these Terms control in all other respects.
18.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.
18.4 Waiver.Failure by either party to enforce any provision of this Agreement will not be construed as a waiver of that party’s right to enforce it in the future.
18.5 Assignment.The Firm may not assign this Agreement or any rights hereunder without Verdica’s prior written consent. Verdica may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void.
18.6 Force Majeure. Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including natural disasters, acts of government, internet or infrastructure failures, or pandemics.
18.7 Notices. Legal notices under this Agreement must be in writing and sent to Verdica at legal@verdicatech.comor to the Firm at the email address on file in the Firm’s account.
18.8 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.
18.9 No Third-Party Beneficiaries.This Agreement is for the sole benefit of the parties and their successors and assigns. Nothing herein confers any rights on any third party, including the Firm’s actual or prospective clients.
Questions about these Terms of Service may be directed to legal@verdicatech.com.