Terms of Service
1. The Services
Perfecta provides an AI-assisted platform for the review and preparation of Uniform Commercial Code (UCC) filings and related secured-transactions workflows. The Services are a decision-support tool for qualified legal professionals and are intended to assist — not replace — the independent judgment of licensed counsel.
Not legal advice. Perfecta does not provide legal advice, and use of the Services does not create an attorney–client relationship. You are responsible for exercising independent professional judgment and for ensuring that any filing is accurate and appropriate for your matter.
2. Eligibility & accounts
You must be authorized to enter into these Terms and to use the Services in a professional capacity. You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account.
3. Customer responsibility for review and filing
The Services may automate the extraction, population, and cross-checking of information, but all output must be independently reviewed and verified by you before it is relied upon or filed. You retain sole responsibility for: (a) the accuracy and completeness of inputs; (b) reviewing, correcting, and approving all output; (c) the decision to file, the timing of any filing, and monitoring of continuations, amendments, and lapse dates; and (d) compliance with applicable law and professional obligations.
No liability for filing errors. To the maximum extent permitted by law, Perfecta is not liable for any error, omission, misstatement, mis-indexing, missed deadline, lapsed continuation, or loss of priority or perfection arising from any UCC filing or determination, including where the Services were used in its preparation. Responsibility for the final review and filing rests with the user.
4. Acceptable use
You agree not to misuse the Services, including by attempting to reverse engineer, disrupt, or gain unauthorized access to them, uploading unlawful content, or using the Services in violation of applicable law or third-party rights.
5. Intellectual property
The Services, including all software, models, and content provided by Perfecta, are owned by Perfecta and its licensors and are protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable right to use the Services in accordance with these Terms. You retain all rights in the data and documents you submit.
6. Disclaimer of warranties
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. We do not warrant that the Services will be uninterrupted, error-free, or that any output will be accurate or complete. Accuracy figures, including any benchmarked metrics, describe internal testing and are not a guarantee of results for any particular matter.
7. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PERFECTA AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, PRIORITY, PERFECTION, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THE SERVICES. PERFECTA'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID BY YOU FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR, WHERE A SEPARATE WRITTEN AGREEMENT SPECIFIES A DIFFERENT CAP OR INSURANCE-BACKED REMEDY, THE AMOUNT STATED THERE.
8. Indemnification
You agree to indemnify and hold harmless Perfecta from claims, damages, and expenses arising out of your use of the Services in violation of these Terms or applicable law.
9. Governing law & disputes
These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The exclusive venue for disputes will be the state or federal courts located in Delaware, unless otherwise agreed in a signed customer agreement.
10. Changes
We may modify these Terms from time to time. Material changes will be posted with a new effective date. Your continued use of the Services constitutes acceptance of the revised Terms.
11. Contact
Questions about these Terms may be directed to legal@perfecta-ai.com.