Terms of Service

Website: www.ivyagents.aiLast Updated: April 22, 2026Effective Date: April 22, 2026Version v1

Website: www.ivyagents.ai

Last Updated: April 22, 2026

Effective Date: April 22, 2026

1. Introduction and Acceptance of Terms

Welcome to www.ivyagents.ai (the "Site," "Service," "Platform," "we," "us," or "our"). These Terms of Service, together with the Disclaimer and any other policies referenced herein (collectively, the "Terms"), constitute a legally binding agreement between you ("you," "your," or "User") and the operator of www.ivyagents.ai governing your access to and use of the Site, the artificial intelligence ("AI") tools, outputs, reports, and any related services (collectively, the "Services").

By accessing, browsing, registering for, or otherwise using the Services in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy. If you do not agree to these Terms, you must not access or use the Services.

These Terms may be updated from time to time as described in Section 22 (Modifications to the Terms). Your continued use of the Services following any such update constitutes acceptance of the revised Terms.

2. Description of the Services

The Services provided through www.ivyagents.ai include, without limitation, AI-powered tools, conversational agents, document generation, research assistance, analytical reports, consulting-style deliverables, data summarization, case analyses, and related features (collectively, "AI Outputs"). AI Outputs are produced, in whole or in part, by large language models, machine learning systems, and other automated technologies ("AI Systems") that generate content probabilistically based on patterns in training data and user inputs.

The Services may also integrate with or call upon third-party AI providers, APIs, data sources, and hosted services. Your use of any such third-party services is governed by the applicable third-party terms in addition to these Terms.

We reserve the right, at our sole discretion, to modify, suspend, or discontinue any part of the Services, temporarily or permanently, with or without notice to you.

3. Eligibility

By using the Services, you represent and warrant that:

(a) you are at least 18 years of age, or the age of legal majority in your jurisdiction, whichever is greater;

(b) you have the legal capacity to enter into a binding contract;

(d) you are not currently subject to any sanctions administered by the U.S. Office of Foreign Assets Control ("OFAC") or any equivalent authority; and

(e) if you are using the Services on behalf of an entity, organization, or company, you have the authority to bind that entity to these Terms, and the word "you" refers to both you individually and such entity.

4. Account Registration and Security

To access certain features, you may be required to register for an account. You agree to provide accurate, current, and complete information, and to promptly update such information to keep it accurate. You are solely responsible for safeguarding your credentials, for all activity that occurs under your account, and for notifying us immediately of any unauthorized use or security breach. We are not liable for any loss or damage arising from your failure to comply with this Section.

5. User Responsibilities

You agree that your use of the Services is subject to the following responsibilities:

5.1 Accuracy of Inputs. You are responsible for the accuracy, lawfulness, and appropriateness of all data, prompts, files, documents, and other materials you submit to the Services ("Inputs"). You represent that you have all necessary rights, licenses, and permissions to submit such Inputs, and that your Inputs do not violate any applicable law, contractual obligation, or third-party right.

5.2 Review of Outputs — THIS IS CRITICAL. You expressly acknowledge and agree that every AI Output, report, analysis, summary, recommendation, draft, calculation, chart, citation, or other deliverable generated by the Services must be carefully reviewed, verified, fact-checked, and edited by a qualified human before being relied upon, published, circulated, shared with third parties, used in any business decision, or relied upon for any other purpose. AI Systems are known to produce inaccuracies, including but not limited to factual errors, fabricated citations, hallucinated statistics, outdated information, flawed reasoning, biased framings, mathematical mistakes, logic errors, and other defects that may not be immediately apparent.

You agree that it is solely your responsibility to:

(a) read each AI Output in full before using it;

(b) independently verify all facts, figures, names, dates, quotations, citations, legal references, financial data, and statistical claims contained within AI Outputs;

(c) make any corrections, edits, updates, additions, deletions, or revisions required to ensure accuracy, completeness, and suitability for your intended purpose;

(d) consult qualified professionals (including licensed attorneys, accountants, financial advisors, physicians, engineers, or subject-matter experts) before making any decision of consequence based on AI Outputs;

(e) ensure that any use of AI Outputs complies with all applicable laws, regulations, professional standards, organizational policies, and ethical obligations; and

(f) retain appropriate records of your review and any modifications made.

You assume full, exclusive, and sole responsibility for any and all consequences, losses, damages, claims, liabilities, costs, and expenses arising from or related to your use of AI Outputs, including any unreviewed, partially reviewed, or insufficiently reviewed use, and including any decision made, action taken, or action not taken in reliance on AI Outputs. You agree that we shall have no liability whatsoever for any such consequences, and you irrevocably waive and release any and all claims against us relating thereto to the fullest extent permitted by applicable law.

5.3 No Reliance Without Review. You agree not to treat AI Outputs as final, authoritative, complete, or error-free. AI Outputs are drafts and working materials, not finished products.

5.4 Compliance. You agree to use the Services only for lawful purposes and in compliance with all applicable laws, including (without limitation) laws relating to data protection, privacy, export control, intellectual property, defamation, fraud, securities, consumer protection, and anti-discrimination.

6. AI-Specific Disclaimer — Please Read Carefully

6.1 Probabilistic, Not Deterministic. The AI Systems powering the Services generate responses probabilistically. The same prompt may produce different outputs at different times, and outputs may vary in quality, accuracy, completeness, and tone. The Services may produce content that is incorrect, incomplete, offensive, biased, outdated, misleading, or otherwise unsuitable for a particular purpose.

6.2 Hallucinations. AI Systems can "hallucinate" — that is, they can produce statements, citations, quotations, source attributions, legal cases, academic papers, URLs, statistics, names, or facts that sound plausible but are wholly or partially fabricated. You must not assume any such reference is real without independent verification.

6.3 Training Data Limitations. AI Systems are trained on datasets that have a knowledge cutoff, may contain errors, may reflect biases present in the underlying data, and may not include information about recent events, recent regulatory changes, specialized domains, or your specific situation.

6.4 Not Professional Advice. The Services are provided for general informational and productivity purposes only. Nothing generated by or provided through the Services constitutes, and you agree not to construe any AI Output as:

- legal advice or the practice of law;

- medical, psychiatric, psychological, or health-related advice or the practice of medicine;

- financial, tax, accounting, investment, insurance, or trading advice;

- engineering, architectural, or safety-critical advice;

- consulting, strategy, transaction, or advisory services from any management consulting firm, professional services firm, investment bank, or licensed advisor; or

- any other form of professional, licensed, or regulated advice.

No attorney-client, fiduciary, doctor-patient, advisor-client, consultant-client, or other professional, engagement, or trust relationship is created between you and us, or between you and any AI System, by your use of the Services.

6.4.1 No Affiliation with Consulting or Professional Firms. The Services, the Site, and the operator of the Services are independent and are not affiliated with, sponsored by, endorsed by, partnered with, connected to, or otherwise associated with any management consulting firm, strategy firm, professional services firm, accounting firm, law firm, investment bank, private-equity firm, or any of their affiliates, employees, or alumni networks. Any name, abbreviation, initialism, domain, branding, or content that may appear in the Services or Site does not imply any such association. No personnel associated with any such firm has reviewed, approved, or contributed to any AI Output unless expressly stated in writing by an authorized representative of that firm. Any reference to frameworks, methodologies, case formats, or analytical styles commonly associated with such firms is for general informational purposes only and does not constitute an endorsement, licensing, or affiliation of any kind. You agree not to represent to any third party that AI Outputs were prepared, reviewed, or endorsed by any such firm.

6.5 No Human Review by Default. Unless expressly stated otherwise, AI Outputs are generated automatically and are not reviewed, vetted, or approved by a qualified human before delivery to you. You are the human reviewer.

6.6 Sensitive Use Cases. You agree not to use the Services, and the Services are not designed for use, in any circumstance where AI error could result in death, bodily injury, environmental harm, discrimination prohibited by law, or other material harm, including without limitation in connection with: the operation of nuclear facilities, aircraft navigation, life-support systems, weapons systems, medical diagnostics or treatment, critical infrastructure, law enforcement decisions, credit or employment decisions, or any use requiring fail-safe performance.

6.7 AI Generates, You Decide. The AI Systems assist; they do not decide. All decisions, publications, and actions based on AI Outputs are, and must remain, human decisions for which you are solely responsible.

6.8 Assumption of Risk. You knowingly, voluntarily, and expressly assume all risk associated with your use of the Services and any AI Output, including without limitation the risks of factual inaccuracy, hallucination, bias, omission, outdated information, third-party infringement, unintended disclosure, security incident, service interruption, and any other risk inherent in the use of AI Systems.

6.9 Release. To the fullest extent permitted by applicable law, you hereby irrevocably release, waive, and forever discharge the Company Parties from any and all claims, demands, actions, causes of action, losses, liabilities, damages, costs, and expenses of every kind, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, arising out of or relating to the Services or any AI Output. If you are a resident of California or any jurisdiction with a similar statute, you expressly waive the benefits of California Civil Code § 1542 and any similar law, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

7. License to Use the Services

Subject to your continued compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your personal or internal business purposes. This license does not grant you any right to:

(a) copy, modify, adapt, translate, reverse-engineer, decompile, or disassemble any portion of the Services, except to the extent such restriction is prohibited by applicable law;

(b) remove any proprietary notices or labels from the Services;

(d) resell, sublicense, or commercially redistribute the Services without our prior written consent; or

(e) access the Services by any means other than the interfaces we provide.

8. Intellectual Property

8.1 Our IP. The Services, including all underlying software, models, user interfaces, text, graphics, designs, and branding (excluding User Inputs and AI Outputs as described below), are owned by us or our licensors and are protected by intellectual-property laws. All rights not expressly granted to you are reserved.

8.2 Inputs. You retain all rights in and to your Inputs. You grant us a worldwide, royalty-free, non-exclusive license to use, process, host, copy, transmit, display, and create derivative works from your Inputs solely to the extent necessary to provide, maintain, improve, and secure the Services, to enforce these Terms, and to comply with law.

8.3 Outputs. As between you and us, and subject to your compliance with these Terms and applicable law, we assign to you such rights as we may have in the AI Outputs generated in response to your Inputs. You acknowledge, however, that:

(a) due to the nature of AI Systems, outputs may not be unique, and other users may receive the same or substantially similar outputs in response to similar prompts;

(b) AI Outputs may not be eligible for copyright protection under the laws of some jurisdictions;

(c) AI Outputs may incorporate, resemble, or inadvertently reproduce third-party content, and we make no representation or warranty that AI Outputs do not infringe any third-party right; and

(d) you are responsible for ensuring that your use of AI Outputs does not infringe, misappropriate, or violate any third-party intellectual-property, privacy, publicity, contractual, or other right.

8.4 Feedback. Any feedback, suggestions, or ideas you provide regarding the Services may be used by us without restriction or compensation to you.

9. Prohibited Uses

You agree that you will not, and will not permit any third party to, use the Services to:

(a) violate any law, regulation, or third-party right;

(b) generate, distribute, or facilitate the creation of content that is illegal, defamatory, harassing, threatening, hateful, obscene, pornographic, sexually explicit involving minors, or that promotes violence or self-harm;

(d) engage in fraud, impersonation, phishing, spamming, scamming, or social engineering;

(e) generate, develop, or facilitate the development of weapons (including chemical, biological, radiological, nuclear, or cyber weapons) or malware, spyware, viruses, or other malicious code;

(f) conduct unauthorized security testing, scraping, or crawling of the Services;

(g) infringe upon or misappropriate the intellectual-property, privacy, publicity, or other rights of any person or entity;

(h) upload any data that contains personally identifiable information, protected health information, payment-card data, children's information, or other sensitive categories of information, unless you have a lawful basis to do so and have obtained all necessary consents;

(i) attempt to circumvent any safety, content-moderation, or rate-limiting feature of the Services;

(j) use the Services to make automated decisions that produce legal or similarly significant effects on individuals without appropriate human oversight; or

(k) use the Services to train, fine-tune, or otherwise develop a competing AI system.

We reserve the right, but not the obligation, to investigate and take appropriate action against any suspected violation, including suspending or terminating your access and reporting activity to law-enforcement authorities.

10. Data, Privacy, and Confidentiality

Your Inputs and interactions with the Services may be processed, stored, and analyzed as described in our Privacy Policy. You should not submit to the Services any information that you are not authorized to share, including confidential information belonging to third parties, trade secrets, privileged communications, or regulated personal data, unless you have independently confirmed that such submission is lawful and consistent with your obligations.

We may aggregate, de-identify, and analyze usage data to improve and secure the Services. To the extent that any such data is personal data, it will be handled in accordance with our Privacy Policy and applicable law.

11. Third-Party Services, Links, and Content

The Services may contain links to, or integrate with, third-party websites, APIs, models, data sources, or applications ("Third-Party Services"). We do not control, endorse, or assume responsibility for any Third-Party Service. Your use of any Third-Party Service is at your own risk and subject to the terms and privacy policies of that third party.

12. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ALL AI OUTPUTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. WE EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT:

(a) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;

(b) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;

(d) THE SERVICES OR ANY AI OUTPUT WILL BE FREE OF VIRUSES, HARMFUL COMPONENTS, OR OTHER DEFECTS; OR

(e) ANY ERRORS IN THE SERVICES OR AI OUTPUTS WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Some jurisdictions do not allow the exclusion of certain warranties; to the extent such exclusions are prohibited, the relevant warranties are limited to the minimum extent and for the shortest period required by law.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

13.1 Excluded Damages. IN NO EVENT WILL WE, OUR PARENTS, SUBSIDIARIES, AFFILIATES, OR OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, ADVISORS, LICENSORS, VENDORS, SUPPLIERS, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE "COMPANY PARTIES") BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, ENHANCED, TREBLE, OR STATUTORY-MULTIPLIER DAMAGES, OR FOR ANY LOSS OF OR DAMAGE TO PROFITS, REVENUES, EARNINGS, MARGINS, SAVINGS, COST OF COVER, DATA, DATA INTEGRITY, GOODWILL, BUSINESS, BUSINESS OPPORTUNITIES, CUSTOMERS, CONTRACTS, INVESTMENT RETURNS, REPUTATION, BRAND, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS, THE SERVICES, ANY AI OUTPUT, OR ANY USE OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, WHETHER FORESEEABLE OR UNFORESEEABLE, AND ON ANY THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, STATUTE, RESTITUTION, INDEMNITY, OR OTHERWISE), EVEN IF ANY COMPANY PARTY HAS BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Aggregate Cap. THE AGGREGATE LIABILITY OF ALL COMPANY PARTIES TO YOU AND TO ANY PARTY CLAIMING THROUGH YOU, FOR ALL CLAIMS OF EVERY KIND ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR ANY AI OUTPUT, WILL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY YOU TO US FOR THE SERVICES DURING THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM. IF NO AMOUNTS HAVE BEEN PAID BY YOU DURING THAT PERIOD, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.

13.3 Essential Basis. The limitations and exclusions in this Section are fundamental elements of the basis of the bargain between you and us, and the Services would not be provided to you without them. They apply even if any limited remedy fails of its essential purpose, and they survive termination of these Terms.

13.4 AI-Specific Allocation of Risk. Without limiting the foregoing, you specifically acknowledge and agree that the Company Parties have no liability for: (a) any factual error, hallucination, fabrication, omission, bias, or other defect in any AI Output; (b) any decision made, not made, delayed, or reversed in reliance on any AI Output; (c) any loss or damage to your business, customers, counterparties, employees, or third parties arising from or relating to your use of any AI Output; (d) any professional, regulatory, licensing, or disciplinary consequence of your use of any AI Output; or (e) any claim that any AI Output infringes, misappropriates, or violates any third-party right.

13.5 Statute of Limitations. Any claim you may have against any Company Party arising out of or relating to these Terms or the Services must be brought within one (1) year after the cause of action accrues; otherwise, it is permanently barred.

13.6 Jurisdictional Exceptions. Some jurisdictions do not permit the exclusion or limitation of certain damages or remedies. To the extent such exclusions or limitations are prohibited as to you, they apply only to the maximum extent permitted by applicable law, and all other provisions of this Section remain in effect.

14. Indemnification

14.1 Scope. You agree to defend, indemnify, and hold fully and completely harmless each of the Company Parties (as defined in Section 13.1) from and against any and all claims, demands, actions, causes of action, proceedings, investigations, losses, liabilities, damages (including direct, indirect, incidental, special, consequential, punitive, and exemplary damages, notwithstanding any contrary limitation elsewhere in these Terms), judgments, awards, fines, penalties, assessments, settlements, interest, taxes, costs, and expenses of every kind (including reasonable attorneys' fees, expert-witness fees, investigation costs, court costs, and costs of enforcement of this indemnity) (collectively, "Losses"), that are asserted against or incurred by any Company Party and that arise out of, result from, are based upon, or relate in any way to:

(a) your access to, use of, inability to use, or reliance on the Services or any AI Output;

(b) your Inputs, including the content, accuracy, legality, and lawful provenance thereof;

(d) your failure to review, verify, edit, fact-check, update, correct, or supervise any AI Output before using or relying on it;

(e) any decision, action, or omission by you or any person acting on your behalf, or any reliance by any third party, based on any AI Output;

(f) any breach or alleged breach by you of these Terms, any representation or warranty made by you, or any applicable law, regulation, professional standard, organizational policy, contractual obligation, or ethical rule;

(g) your violation or alleged violation of any right of any person or entity, including without limitation any intellectual-property, privacy, publicity, contract, confidentiality, data-protection, consumer-protection, or anti-discrimination right;

(h) any representation, statement, or implication by you that the Services or any AI Output is affiliated with, endorsed by, or produced by any third party (including any management consulting firm, professional services firm, investment bank, or licensed advisor);

(i) any dispute or claim between you and any third party, including your customers, clients, employees, counterparties, or regulators;

(j) any injury, death, or property damage caused by or contributed to by your use of the Services or any AI Output;

(k) any unauthorized access to your account, or use of your credentials; and

(l) your negligence, gross negligence, recklessness, or willful misconduct.

14.2 Process. We may, at our sole option and expense, assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to fully cooperate, provide reasonable assistance, and execute any documents we reasonably request. You may not settle, compromise, or consent to the entry of any judgment with respect to any indemnified claim without our prior written consent, which may be withheld in our sole discretion. You agree to provide prompt written notice of any actual or threatened claim, but your failure to do so will not relieve you of your obligations under this Section except to the extent we are materially prejudiced thereby.

14.3 No Liability Cap. Your indemnification obligations under this Section are not subject to the limitations in Section 13 and survive any termination, expiration, or rescission of these Terms.

14.4 Cumulative. This indemnity is in addition to, and not in lieu of, any other rights or remedies available to the Company Parties at law or in equity.

15. Termination

We may suspend or terminate your access to all or part of the Services at any time, with or without notice, for any reason or no reason, including (without limitation) if we believe you have violated these Terms. You may stop using the Services at any time. Upon termination, Sections that by their nature should survive — including Sections 5.2, 6, 8, 9, 10, 12, 13, 14, 15, 18, and 23 — will survive.

16. Modifications to the Services

We reserve the right to modify, enhance, suspend, or discontinue any aspect of the Services, including features, models, pricing, availability, and supported integrations, at any time and in our sole discretion, without liability to you.

17. Fees, Subscriptions, and Payment

If any portion of the Services requires payment, applicable fees, billing cycles, auto-renewal, refund policies, and cancellation terms will be presented to you at the point of purchase or in a separate order form, and are incorporated into these Terms. Except where required by law, all fees are non-refundable.

18. Governing Law and Dispute Resolution

18.1 Governing Law. These Terms and any dispute arising out of or relating to them or to the Services are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles, and, where applicable, by the laws of the United States.

18.2 Informal Resolution. Before filing any formal claim, the parties agree to attempt in good faith to resolve any dispute by contacting us at the address in Section 24 and allowing at least thirty (30) days for a response.

18.3 Binding Arbitration. Except where prohibited by law, and subject to the right to seek injunctive relief in court for intellectual-property and confidentiality matters, any dispute arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration administered by a nationally recognized arbitration provider (such as the American Arbitration Association or JAMS) under its then-applicable rules. Arbitration will be conducted on an individual basis in the English language.

18.4 Class-Action Waiver. YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If this waiver is found unenforceable, then the entirety of this Section 18 will be null and void, but the remainder of the Terms will continue in effect.

18.5 Exceptions. Either party may bring an individual action in small-claims court, and either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual-property or confidential information.

18.6 Venue. Subject to Section 18.3, you irrevocably consent to the exclusive personal jurisdiction and venue of the state and federal courts located in Delaware, United States, for any action not subject to arbitration, and waive any objection based on inconvenient forum.

18.7 Prevailing Party. In any action or proceeding arising out of or relating to these Terms, the prevailing party is entitled to recover its reasonable attorneys' fees, expert-witness fees, and costs.

18.8 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.

19. Export Controls and Sanctions

You represent that you are not located in, under the control of, or a national or resident of any country subject to comprehensive U.S. sanctions, and that you are not listed on any U.S. government list of prohibited or restricted parties. You agree to comply with all applicable export-control and sanctions laws.

20. U.S. Government End Users

If you are an agency, instrumentality, or employee of the U.S. Government, the Services are provided as "commercial items," "commercial computer software," and "commercial computer software documentation" and are licensed only with the rights granted to all other end users under these Terms.

21. Force Majeure

We will not be liable for any failure or delay in performance caused by events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, government actions, epidemics or pandemics, internet or utility failures, cyberattacks, or failures of third-party providers.

22. Modifications to These Terms

We may revise these Terms from time to time. When we do, we will update the "Last Updated" date above and, for material changes, provide reasonable notice (for example, by posting a notice on the Site or by email). Your continued use of the Services after the effective date of revised Terms constitutes your acceptance of those revised Terms. If you do not agree, you must stop using the Services.

23. Miscellaneous

23.1 Entire Agreement. These Terms, together with the Privacy Policy and any order forms or written amendments, constitute the entire agreement between you and us regarding the Services and supersede all prior or contemporaneous understandings.

23.2 Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be modified to the minimum extent necessary and the remaining provisions will remain in full force and effect.

23.3 No Waiver. Our failure to enforce any provision is not a waiver of that provision or of any other provision.

23.4 Assignment. You may not assign these Terms or any rights hereunder without our prior written consent. We may assign these Terms without restriction. Any prohibited assignment is null and void.

23.5 No Agency. Nothing in these Terms creates a partnership, joint venture, employment, agency, or franchise relationship between you and us.

23.6 Headings. Headings are for convenience only and do not affect interpretation.

23.7 Notices. Notices to you may be delivered via the Services or the email address associated with your account. Notices to us must be delivered in writing to the address in Section 24.

23.8 Language. These Terms are drafted in English. Any translation is provided for convenience; in the event of a conflict, the English version controls.

23.9 Third-Party Beneficiaries. The Company Parties are intended third-party beneficiaries of these Terms (including, without limitation, Sections 5, 6, 12, 13, 14, and 18) and may enforce them directly. Except as expressly provided, these Terms do not confer any rights on any other third party.

23.10 Cumulative Remedies. Our rights and remedies under these Terms are cumulative and in addition to any other rights or remedies available at law or in equity.

23.11 Equitable Relief. You acknowledge that your breach of Sections 7, 8, 9, or 10 would cause us irreparable harm for which monetary damages would be inadequate, and we are entitled to seek injunctive and other equitable relief without the requirement of posting a bond or proving actual damages.

23.12 Interpretation. These Terms have been negotiated at arm's length, and any rule of construction requiring ambiguities to be resolved against the drafter does not apply.

24. Contact

Questions, concerns, or notices regarding these Terms or the Services may be directed to the operator of www.ivyagents.ai via the contact information posted on the Site.

25. Acknowledgment

BY USING THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT:

(A) YOU HAVE READ THESE TERMS IN FULL, UNDERSTAND THEM, HAVE HAD THE OPPORTUNITY TO CONSULT COUNSEL, AND AGREE TO BE BOUND BY THEM;

(B) AI OUTPUTS ARE PROBABILISTIC, MAY CONTAIN FACTUAL ERRORS, HALLUCINATIONS, FABRICATED CITATIONS, BIAS, AND OTHER DEFECTS, AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL ADVICE;

(C) YOU ARE SOLELY, EXCLUSIVELY, AND FULLY RESPONSIBLE FOR READING, REVIEWING, VERIFYING, FACT-CHECKING, EDITING, CORRECTING, AND UPDATING ALL REPORTS, ANALYSES, DRAFTS, AND OTHER AI OUTPUTS BEFORE USING OR RELYING ON THEM FOR ANY PURPOSE;

(D) THE SERVICES ARE NOT AFFILIATED WITH, ENDORSED BY, OR ASSOCIATED WITH ANY MANAGEMENT CONSULTING FIRM, PROFESSIONAL SERVICES FIRM, INVESTMENT BANK, LAW FIRM, ACCOUNTING FIRM, OR OTHER LICENSED ADVISOR;

(E) YOU ASSUME ALL RISK OF USE AND HAVE RELEASED THE COMPANY PARTIES AS PROVIDED IN THESE TERMS; AND

(F) THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT, A CLASS-ACTION WAIVER, A JURY-TRIAL WAIVER, A LIABILITY CAP LIMITED TO THE FEES YOU PAID IN THE ONE MONTH PRECEDING THE CLAIM, AND A ONE-YEAR LIMITATIONS PERIOD, EACH OF WHICH YOU HAVE READ AND ACCEPTED.