Legal

Oathmark Terms of Use

Effective Date: August 22, 2026 (previous effective date: August 21, 2026)

These Terms of Use (these “Terms”) are a binding agreement between Oathmark (“Oathmark,” “we,” “us,” or “our”) and the business entity or professional-services firm accepting these Terms, and the individual accepting them on that entity’s behalf (“Client,” “you,” or “your”).

If you accept these Terms for a firm or other organization, you represent and warrant that you have authority to bind that entity. By purchasing, accessing, or using the Service, including through an Engagement Link (defined below), you accept these Terms. If you do not agree, do not purchase or use the Service.

1. Service; Engagement Packages and Deliverables

1.1 Service. Oathmark is a paid, business-to-business AI-governance software and insurance-readiness service for professional-services firms. The Service is designed to collect and assess information that Client provides about its use of artificial-intelligence tools, related governance practices, and selected insurance-readiness information. Oathmark is a legal-technology company and does not itself practice law or provide legal advice. Certain packages (“Attorney-Led Packages”) include attorney-authored or attorney-delivered work product prepared by an independent law firm engaged separately with Client (see Section 1A). Those attorney services are provided under a separate written engagement letter between Client and the applicable law firm and are governed by that engagement letter and applicable rules of professional conduct; these Terms do not create an attorney-client relationship between Client and Oathmark.

1.2 Packages. Oathmark currently offers the following software packages under these Terms:

Governance Readiness Score — free. A self-serve, browser-based readiness score with a downloadable PDF report. No engagement is created.
Discovery Scan — $500 one-time. A one-time analyst-reviewed assessment producing a written scan report and starter recommendations.
Continuous Monitor — $500 per month, recurring. An ongoing AI-governance program including continuously refreshed governance policy templates, a fresh intake and Oathmark review each monthly renewal cycle, always-current documentation, and access to Oathmark’s Continuous Monitoring feature (an optional browser extension that helps Client detect employee AI-tool usage between reviews and track completion of AI-policy training acknowledgments), together with an Employee AI-Monitoring Notice template Client may distribute to affected personnel as described in Section 1.3. This self-serve monthly price applies to firms of up to approximately 100 people; larger firms should contact Oathmark for custom pricing at $8,000–$18,000 per year, quoted individually. It renews monthly unless canceled in accordance with Section 5.
Insurance Renewal Package — $500 per year, recurring add-on. An add-on that requires an active Continuous Monitor subscription. Packages Continuous Monitor data into the evidence format that cyber, E&O, and malpractice underwriters request. It renews annually unless canceled in accordance with Section 5.

Attorney-Led Packages. In addition to the software packages above, Oathmark makes the following Attorney-Led Packages available for purchase through its platform: the Policy Kit ($2,000 one-time, with an optional $500/year updates add-on), the Attorney Governance Review ($10,000 fixed engagement), and the Counsel+ Annual Retainer (custom pricing). Attorney-authored and attorney-delivered work product for these packages is prepared and delivered by an independent law firm engaged separately with Client, as described in Section 1A. The attorney-client relationship, scope of representation, and professional-conduct duties for those services are governed by a separate written engagement letter between Client and that law firm; these Terms govern only the platform, intake, portal-access, payment-processing, and administrative aspects of the Attorney-Led Packages. Portal-based intake, checkout, and administrative invoicing for these packages are handled through the Oathmark platform.

Prices are in U.S. dollars unless stated otherwise at checkout. Oathmark may change prices or package scope prospectively under Section 16.

1.3 Deliverables. Depending on the package purchased and information reasonably available to Oathmark, the Service may produce:

a Governance Readiness Score report (self-serve PDF);
a written Discovery Scan report identifying observed AI-tool usage, policy gaps, and starter recommendations;
Continuous Monitor outputs: a dated, self-reported governance record, an approved-tool list with vendor DPA status, per-employee training completion records, documented incident-response plans, and vendor risk assessments per AI tool;
an insurance-ready exhibit summarizing AI-risk facts that Client may choose to provide to its cyber or errors-and-omissions insurance broker, carrier, or other insurance professional; and
for Clients with the Continuous Monitor enabled, a starting-point Employee AI-Monitoring Notice template describing the browser extension and AI-policy training tracker, which Oathmark provides as a drafting aid only — Client remains solely responsible for reviewing, adapting, distributing, and obtaining any acknowledgment of that notice (or its own substitute notice) from its personnel in accordance with Section 4.2 and applicable law.

The report, exhibit, policy templates, employee-monitoring notice template, portal status information, and other materials Oathmark provides are collectively the “Deliverables.” For clarity, attorney-authored work product produced under a separate engagement letter between Client and the Firm or Local Counsel (as those terms are defined in Section 1A), including Policy Kit documents, the Attorney Governance Review report, and any attorney-signed governance report, is governed by that engagement letter and applicable rules of professional conduct; where a conflict exists between these Terms and that engagement letter with respect to such attorney work product, the engagement letter controls. The particular content, timing, and scope of Deliverables may depend on the package, Client’s timely completion and accuracy of intake materials, and Oathmark’s reasonable professional judgment.

1.4 No traditional account. Oathmark does not provide conventional username-and-password accounts to Clients. After payment, Oathmark provides access to a private engagement-status portal through a unique link associated with the relevant Stripe Checkout session (an “Engagement Link”). The portal may allow Client to complete intake forms, view engagement stage, exchange messages with Oathmark, and download completed reports using time-limited signed links.

1A. Independent Law Firm; Legal Services Provided Outside the Platform

1A.1 Oathmark is not a law firm. Oathmark is a legal-technology company. Oathmark does not practice law, does not provide legal advice, and does not employ Client’s attorneys. No communication with Oathmark, use of the Service, or purchase of any package, package deliverable, or subscription creates an attorney-client relationship between Client and Oathmark or between Client and Oathmark’s personnel.

1A.2 The Firm. Attorney-Led Packages are delivered by an independent law firm (the “Firm”) whose licensed attorneys are separately engaged with Client. The Firm’s attorneys are admitted to practice in Florida, Georgia, New York, and California. The Firm is not owned, controlled, or operated by Oathmark; the Firm’s attorneys are not employed, controlled, or supervised by Oathmark in their exercise of legal judgment; and no non-lawyer of Oathmark directs, controls, or influences the Firm’s or its attorneys’ professional judgment. Client acknowledges that the Firm’s identity is provided to Client at the time of engagement and identified in Client’s engagement letter with the Firm.

1A.3 Local counsel for other jurisdictions. For Clients located in or requiring services governed by the law of a state in which the Firm is not admitted, Oathmark may refer Client to an independent locally-admitted attorney or law firm (“Local Counsel”) for the applicable attorney work. Local Counsel is not employed, controlled, or supervised by Oathmark or by the Firm in the exercise of legal judgment. Any engagement of Local Counsel is a separate attorney-client engagement between Client and Local Counsel, governed by a written engagement letter between them.

1A.4 Separate engagement letter. Before any attorney work begins under an Attorney-Led Package, Client must review, agree to, and sign a written engagement letter with the Firm (or, where applicable, with Local Counsel). That engagement letter, together with the rules of professional conduct applicable to the engaged attorney, exclusively governs the attorney-client relationship, including scope of representation, permitted communications, confidentiality and privilege, conflicts of interest, retention of records, termination, and any fee, refund, or dispute-resolution provisions specific to the attorney services. Where any conflict exists between these Terms and the applicable engagement letter as to the attorney services, the engagement letter controls with respect to those services.

1A.5 Fees; allocation between platform and legal services. At checkout for an Attorney-Led Package, the total price paid by Client is presented as a single amount for Client’s convenience. As between Oathmark and the Firm (or Local Counsel), the total price is allocated so that: (a) Oathmark receives a platform and technology fee for hosting, intake, portal access, payment processing, administrative coordination, and related non-legal services, and (b) the balance is remitted to the Firm (or Local Counsel) as legal fees for the attorney services delivered under the applicable engagement letter. Oathmark does not share, split, or divide legal fees with the Firm or with Local Counsel. Oathmark’s platform and technology fee is a fixed, non-contingent charge, is not calculated as a percentage of legal fees, and is not affected by the outcome of any legal engagement.

1A.6 No referral compensation from Local Counsel. Oathmark does not receive, and Local Counsel does not pay, any referral fee, commission, kickback, or other compensation in exchange for the referral of a Client to Local Counsel or for Client’s engagement of Local Counsel. Any amount paid by Client at checkout that is allocable to Local Counsel’s legal services is remitted in full to Local Counsel, and Oathmark retains only its separate platform and technology fee as described in Section 1A.5.

1A.7 Client’s independent right to choose counsel. Client is not required to engage the Firm, Local Counsel, or any attorney identified by Oathmark. Client remains free at any time to engage its own separately-selected counsel for the same or any other legal work, at Client’s own arrangement, and Oathmark does not condition Client’s use of the software portions of the Service on Client’s engagement of the Firm or Local Counsel.

1A.8 Refunds allocable to attorney services. If Client is entitled to a refund of amounts paid at checkout for an Attorney-Led Package under the applicable engagement letter, applicable law, or the rules of professional conduct, and Oathmark has already remitted the legal-services portion of the payment to the Firm or Local Counsel, Client’s refund right for that portion is against the Firm or Local Counsel (as applicable) in accordance with the engagement letter, and Oathmark will reasonably cooperate to facilitate the refund. Refunds of the platform and technology fee are governed by Section 5.

1A.9 Confidentiality of legal matter. Communications between Client and the Firm (or Local Counsel) that occur outside the Oathmark platform, and any privileged documents exchanged directly with the Firm or Local Counsel, are governed by the applicable engagement letter and applicable law. Client acknowledges that portal communications with Oathmark personnel may not be privileged (see Section 3.4). Client should communicate privileged matter directly with the engaged attorney by the means specified in the applicable engagement letter, not through the Oathmark portal.

2. Eligibility; Business Use Only

2.1 The Service is offered solely to businesses and professional-services firms, including their authorized personnel, and not for personal, family, household, or consumer use. Client represents that it is using the Service for a legitimate business purpose.

2.2 You must be at least eighteen (18) years old and have authority to act for Client. The Service is not directed to children, and Oathmark does not knowingly collect information from persons under age eighteen.

2.3 Client is responsible for ensuring that its use of the Service, its provision of information, and its use of Deliverables comply with applicable law, professional duties, contractual obligations, and internal policies.

3. Engagement Links; Portal Access and Security

3.1 Confidentiality of link. An Engagement Link functions as a means of access to Client’s engagement. Client must treat the link as confidential, use reasonable measures to prevent unauthorized disclosure or forwarding, and share it only with authorized personnel who need access for the engagement.

3.2 Responsibility for use. Client is responsible for activity conducted through its Engagement Link and for promptly notifying Oathmark at support@oathmark.ai if Client suspects the link has been lost, exposed, misdirected, or used without authorization. Oathmark may invalidate and replace a link in its reasonable discretion.

3.3 No absolute security guarantee. Although Oathmark uses the safeguards described in its Privacy Policy, no internet transmission, browser session, email delivery, or access-control mechanism is completely secure. Client should not transmit information through the portal that Client is not authorized to disclose or that is unnecessary for the requested engagement.

3.4 Portal communications. Portal messages are intended for engagement administration and communication. A message through the portal does not create an attorney-client relationship with Oathmark, and Oathmark is not a law firm. Client should not use the portal to seek legal advice or communicate privileged matter. Where Client has separately engaged the Firm or Local Counsel under Section 1A, Client should communicate privileged matter directly with that attorney by the means specified in the applicable engagement letter.

4. Client Responsibilities; Intake Information

4.1 Client will provide information that is complete, accurate, current, and not misleading, including information concerning its AI tools, data practices, policies, incidents, insurance information, compliance interests, and business operations. Client will promptly update material information that could affect the engagement or Deliverables.

4.2 Client is solely responsible for determining whether it has the right to submit all information, documents, incident narratives, and other materials it provides (collectively, “Client Materials”). Client will obtain all notices, consents, authorizations, and permissions required to provide Client Materials to Oathmark and to permit Oathmark to process them to perform the Service.

4.3 Client will use reasonable data minimization. In particular, Client should not include unnecessary personal information, protected health information, payment-card information, trade secrets, privileged communications, or information subject to special legal, regulatory, contractual, or professional restrictions. If Client elects to submit an incident narrative that refers to its personnel, customers, clients, or other third parties, Client remains responsible for the lawful disclosure and appropriate redaction of that information.

4.4 Client acknowledges that the quality and completeness of Deliverables depend materially on Client Materials and Client’s answers. Oathmark is not responsible for outcomes caused by inaccurate, incomplete, outdated, withheld, or misleading Client Materials.

4.5 Client will provide reasonable cooperation and timely responses. Oathmark may reasonably pause, reschedule, limit, or close an engagement when Client fails to provide information or cooperation needed to perform the Service.

5. Fees, Billing, Renewals, Taxes, and Refunds

5.1 Payment processing. Fees are paid through Stripe Checkout and are subject to the payment terms presented at checkout and applicable Stripe terms. Oathmark does not receive or store Client’s raw payment-card number. Client authorizes the applicable charge and represents that its payment method is valid and that it is authorized to use it.

5.2 Discovery Scan. The $500 Discovery Scan fee is charged as a one-time payment at checkout unless another written arrangement signed by Oathmark states otherwise.

5.3 Continuous Monitor. The $500 Continuous Monitor fee is a recurring monthly charge. By purchasing it, Client authorizes Oathmark (through Stripe) to charge the applicable payment method each month until Client cancels. Each renewal begins a new intake cycle; continued access to refreshed Deliverables and the Continuous Monitoring feature depends on Client’s timely completion of that cycle’s intake. Client may cancel at any time using the self-serve “Cancel renewal” control in Client’s engagement portal, which stops future monthly charges effective at the end of the then-current billing period at no additional charge and without requiring any separate advance notice. A pending cancellation may be reversed before the current period ends using the “Resume subscription” control in the portal or by contacting Oathmark at support@oathmark.ai. Cancellation does not entitle Client to a refund for a billing period already paid, except as expressly provided in this Section 5 or required by law.

5.4 Insurance Renewal Package. The $500 Insurance Renewal Package is a recurring annual charge. By purchasing it, Client authorizes Oathmark (through Stripe) to charge the applicable payment method each year until Client cancels. Oathmark will provide any renewal notices required by applicable law. Cancellation will stop future renewal charges but ordinarily will not reverse charges already paid for a commenced or completed annual period.

5.5 Taxes. Fees exclude applicable sales, use, value-added, goods-and-services, withholding, or similar taxes, duties, or governmental charges, except taxes based on Oathmark’s net income. Client is responsible for such amounts if applicable.

5.6 Refund policy. A Client that purchased a Discovery Scan may request a refund before it submits intake information and before Oathmark has begun substantive work on the engagement. Once Client submits intake information or Oathmark has materially begun review, analysis, drafting, report preparation, or other substantive work, the fee is non-refundable except as Oathmark may determine in writing in its reasonable discretion. For the Insurance Renewal Package, fees are non-refundable once the applicable annual period has begun or Oathmark has begun substantive work for that renewal period. For the Continuous Monitor, fees are non-refundable once the applicable monthly period has begun or Oathmark has begun substantive work for that renewal cycle. Nothing in this Section limits any non-waivable right under applicable law.

5.7 Chargebacks. Before initiating a payment dispute or chargeback, Client will contact Oathmark at support@oathmark.ai and provide a reasonable opportunity to resolve the issue. This does not limit Client’s rights that cannot lawfully be waived.

6. Prominent Professional, Legal, Compliance, and Insurance Disclaimers

6.1 NOT LEGAL ADVICE FROM OATHMARK. OATHMARK IS A LEGAL-TECHNOLOGY COMPANY AND DOES NOT PRACTICE LAW. THE SERVICE, PORTAL, AND SOFTWARE-PACKAGE DELIVERABLES ARE INFORMATIONAL, OPERATIONAL, AND STARTING-POINT MATERIALS ONLY. THEY ARE NOT LEGAL ADVICE FROM OATHMARK, DO NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP WITH OATHMARK, AND ARE NOT A SUBSTITUTE FOR CLIENT’S OWN QUALIFIED LEGAL COUNSEL, PRIVACY COUNSEL, COMPLIANCE PROFESSIONALS, SECURITY PROFESSIONALS, OR OTHER ADVISERS. CLIENT MUST HAVE QUALIFIED ADVISERS REVIEW AND ADAPT ANY SOFTWARE-PACKAGE DELIVERABLE BEFORE ADOPTION OR RELIANCE, PARTICULARLY WHERE PROFESSIONAL ETHICS, CONFIDENTIALITY, PRIVACY, SECURITY, FINANCIAL-SERVICES, INSURANCE, OR OTHER REGULATORY OBLIGATIONS MAY APPLY. ATTORNEY-AUTHORED WORK PRODUCT DELIVERED UNDER AN ATTORNEY-LED PACKAGE IS PROVIDED BY THE FIRM OR LOCAL COUNSEL UNDER A SEPARATE ENGAGEMENT LETTER; THAT WORK PRODUCT AND THE ATTORNEY-CLIENT RELATIONSHIP UNDERLYING IT ARE GOVERNED BY THAT ENGAGEMENT LETTER AND APPLICABLE RULES OF PROFESSIONAL CONDUCT (see Section 1A).

6.2 NO INSURANCE GUARANTEE. OATHMARK IS NOT AN INSURER, INSURANCE PRODUCER, OR INSURANCE BROKER IN CONNECTION WITH THE SERVICE. THE INSURANCE-READY EXHIBIT IS NOT AN INSURANCE APPLICATION, BINDER, QUOTE, REPRESENTATION TO AN INSURER, OR RECOMMENDATION TO PURCHASE, RENEW, OR MODIFY INSURANCE. OATHMARK DOES NOT GUARANTEE INSURABILITY, COVERAGE, PREMIUMS, LIMITS, TERMS, RENEWAL, CLAIM PAYMENT, UNDERWRITING APPROVAL, OR ANY INSURER’S DECISION. CLIENT IS RESPONSIBLE FOR CONFIRMING ALL INFORMATION PROVIDED to any broker, carrier, or insurer and for consulting its own licensed insurance professional.

6.3 NO COMPLIANCE OR OUTCOME GUARANTEE. Oathmark does not guarantee that Client, its AI use, its policies, or its operations comply with any law, regulation, professional rule, contractual requirement, security standard, insurer requirement, or framework, including any framework identified by Client. References to frameworks or industry practices are not a certification, audit opinion, legal conclusion, or assurance of conformity. The Service is not a substitute for a formal legal, regulatory, security, privacy, accounting, or certification assessment.

6.4 AI-assisted workflow. Oathmark personnel and tools may use third-party artificial-intelligence tools to assist in preparing Deliverables. Oathmark does not use Client-submitted content to train an AI model. AI-assisted output can contain errors, omissions, or inappropriate generalizations and must be independently reviewed by Client and its qualified advisers before reliance or adoption.

7. Client Materials; License; Confidentiality

7.1 Client ownership. As between the parties, Client retains ownership of Client Materials, subject to the limited license in this Section.

7.2 License to Oathmark. Client grants Oathmark a non-exclusive, worldwide, royalty-free right during the engagement and retention period to host, store, reproduce, analyze, transmit to its service providers, and otherwise process Client Materials solely as reasonably necessary to provide, secure, support, improve the administration of, and comply with legal obligations relating to the Service. Oathmark will not use Client Materials to train an AI model.

7.3 Confidential handling. Oathmark will use reasonable care to protect Client Materials from unauthorized use or disclosure and will use Client Materials only as permitted by these Terms, the Privacy Policy, or applicable law. Oathmark may disclose Client Materials to personnel and service providers who need access for the foregoing purposes and are subject to confidentiality obligations or legal duties of confidentiality, and where disclosure is required by law, lawful process, or protection of rights, property, or safety.

7.4 Exclusions. Confidentiality obligations do not apply to information that Oathmark can demonstrate: (a) is or becomes public through no breach by Oathmark; (b) was lawfully known to Oathmark without restriction before disclosure; (c) is lawfully received from a third party without duty of confidentiality; or (d) is independently developed without use of Client Materials.

8. Deliverables; Intellectual Property; License to Client

8.1 Client use of purchased Deliverables. Upon Client’s full payment of applicable fees, Oathmark grants Client a perpetual, non-exclusive, non-transferable (except with a permitted assignment under Section 19), worldwide license to use, reproduce, internally distribute, and modify the final Deliverables delivered for Client’s internal business purposes. Client may provide the insurance-ready exhibit to its brokers, carriers, and professional advisers for Client’s insurance, governance, compliance, or advisory purposes.

8.2 No unrestricted redistribution. Client may not sell, license, publish, publicly post, offer as a service bureau, or distribute Deliverables as a standalone product or template library to third parties, except for limited sharing with Client’s personnel, prospective insurers, brokers, and professional advisers for Client’s own purposes.

8.3 Oathmark retained intellectual property. Oathmark and its licensors retain all right, title, and interest in the Service, Oathmark name and marks, portal, software, assessment methodology, scoring concepts, know-how, template architecture, prompts, generalized language, processes, and all other materials not uniquely contained in Client Materials (collectively, “Oathmark Materials”). Deliverables may incorporate Oathmark Materials. No ownership of Oathmark Materials transfers to Client.

8.4 Feedback. If Client gives suggestions, comments, or feedback about the Service, Oathmark may use it without restriction or compensation, provided it does not identify Client or disclose Client Materials contrary to Section 7.

9. Acceptable Use

Client will not, and will not permit any person to:

use the Service or Deliverables for unlawful, fraudulent, deceptive, harmful, or infringing purposes;
submit Client Materials that Client lacks authority to provide or that violate another person’s rights;
attempt to gain unauthorized access to the portal, another engagement, systems, networks, or data;
disclose, sell, publish, or knowingly allow unauthorized use of an Engagement Link or signed report-download link;
interfere with the operation, security, or integrity of the Service, including by introducing malware, probing, scanning, or attempting to bypass access controls;
reverse engineer, decompile, disassemble, or attempt to derive source code from the Service, except to the limited extent such restriction is prohibited by law;
remove proprietary notices from Deliverables or Oathmark Materials; or
use the Service or Deliverables to develop, benchmark, or provide a substantially competing service, except that Client may use Deliverables for its own internal governance purposes.

Oathmark may investigate suspected violations and suspend access or take other reasonable action under Section 15.

10. Confidentiality of Oathmark Materials

Client will protect Oathmark’s non-public Oathmark Materials using at least reasonable care and will not disclose them except to personnel and professional advisers who need to know them for Client’s authorized use and are bound by confidentiality obligations. This Section does not prevent disclosure required by law or lawful process, provided Client gives Oathmark prompt notice if legally permitted and reasonably cooperates with Oathmark’s efforts to seek protective treatment.

11. Disclaimers of Warranties

EXCEPT FOR ANY EXPRESS WRITTEN COMMITMENT IN THESE TERMS, THE SERVICE AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, OATHMARK DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, AND UNINTERRUPTED, ERROR-FREE, OR SECURE OPERATION. OATHMARK DOES NOT WARRANT THAT THE SERVICE OR DELIVERABLES WILL MEET CLIENT’S REQUIREMENTS; IDENTIFY EVERY AI, PRIVACY, SECURITY, ETHICS, INSURANCE, OR COMPLIANCE RISK; OR PREVENT A CLAIM, INCIDENT, LOSS, REGULATORY INQUIRY, OR INSURANCE OUTCOME.

12. Limitation of Liability

12.1 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, OR DELIVERABLES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Liability cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OATHMARK’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, OR DELIVERABLES WILL NOT EXCEED THE AMOUNT CLIENT PAID TO OATHMARK FOR THE SPECIFIC PACKAGE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

12.3 Exceptions. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law. The limitations in this Section do not limit Client’s payment obligations or liability for its breach of Sections 3, 7, 8, 9, or 10, or for Client’s indemnification obligations.

12.4 Allocation of risk. Client acknowledges that the fees reflect the allocation of risk in these Terms and that Oathmark would not provide the Service on the same basis without these limitations.

13. Indemnification

Client will defend, indemnify, and hold harmless Oathmark and its respective officers, personnel, contractors, agents, successors, and assigns from and against any third-party claim, demand, action, investigation, loss, liability, damage, cost, or expense (including reasonable attorneys’ fees) arising from or relating to: (a) Client Materials, including an allegation that Client lacked authority to submit them; (b) Client’s use, adoption, modification, distribution, or reliance on Deliverables; (c) Client’s breach of these Terms; (d) Client’s violation of law, professional duty, or third-party rights; or (e) any information Client provides to a broker, carrier, insurer, regulator, customer, or other third party. Oathmark will promptly notify Client of a claim, permit Client to control the defense and settlement, and reasonably cooperate at Client’s expense; Client may not settle a claim in a manner that admits fault by or imposes non-monetary obligations on an indemnified party without Oathmark’s prior written consent.

14. Third-Party Services

The Service uses third-party providers, including Stripe for payment processing, Supabase for database and private file storage, Resend for transactional email, and Vercel for hosting, serverless computing, DNS, and content delivery. Those providers’ services may be subject to their own terms and privacy policies. Oathmark is not responsible for third-party services except to the extent required by applicable law. Additional information is in the Privacy Policy.

15. Suspension and Termination

15.1 Oathmark may suspend or restrict portal access, invalidate an Engagement Link, or terminate an engagement if Oathmark reasonably believes Client has breached these Terms, created a security risk, used the Service unlawfully, failed to pay amounts due, or made performance impracticable or unsafe.

15.2 Client may stop using the Service at any time. Client may cancel a recurring subscription package at any time before its next renewal date using the self-serve “Cancel renewal” control available in Client’s engagement portal, which schedules cancellation to take effect at the end of the then-current billing period at no additional charge and without affecting Client’s access or coverage for the remainder of that period. Client may also request cancellation by contacting Oathmark at support@oathmark.ai. Before the scheduled cancellation date, Client may reverse a pending cancellation using the “Resume subscription” control in the portal or by contacting Oathmark. Termination or cancellation does not entitle Client to a refund except as expressly provided in Section 5 or required by law.

15.3 Upon termination, Client’s portal access may end and Oathmark may retain or delete Client Materials and Deliverables in accordance with the Privacy Policy, applicable law, legal obligations, and any lawful preservation need. Sections that by their nature should survive will survive, including Sections 4 through 14 and 17 through 20.

16. Changes to the Service or Terms

Oathmark may modify, suspend, or discontinue any portion of the Service, including packages, portal functionality, templates, and methodologies, on a prospective basis. Oathmark may amend these Terms by posting updated Terms on the Service or otherwise providing notice. Changes apply prospectively from the stated effective date. If a material change adversely affects an active paid engagement, Oathmark will use reasonable efforts to provide notice and, if Client does not agree, Client’s remedy is to discontinue future use and contact Oathmark to discuss the affected engagement. Continued use after the effective date constitutes acceptance to the extent permitted by law.

17. Governing Law; Dispute Resolution

17.1 Governing law. These Terms and any dispute arising from them are governed by the laws of the State of Florida, without regard to conflict-of-laws principles.

17.2 Binding arbitration with Florida venue. Except for either party’s right to seek temporary or preliminary injunctive relief in a court of competent jurisdiction to protect confidential information, intellectual property, or access security, any dispute arising out of or relating to these Terms, the Service, or Deliverables will be resolved by binding individual arbitration administered by the American Arbitration Association (“AAA”) under its then-current Commercial Arbitration Rules. The arbitration will take place in Broward County, Florida, unless the parties agree otherwise, and judgment on the award may be entered in any court of competent jurisdiction. THE PARTIES WAIVE TRIAL BY JURY AND THE RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION, TO THE EXTENT PERMITTED BY LAW.

17.3 Informal resolution. Before filing a claim or initiating arbitration, the complaining party will provide written notice describing the dispute and requested relief and give the other party thirty (30) days to attempt good-faith informal resolution.

18. Force Majeure

Neither party will be liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, fire, flood, pandemic, war, terrorism, civil unrest, labor dispute, government action, utility or telecommunications failure, widespread internet disruption, or third-party service outage. The affected party will use reasonable efforts to mitigate the effect and resume performance. This Section does not excuse Client’s obligation to pay fees already due.

19. Assignment

Client may not assign or transfer these Terms, an engagement, an Engagement Link, or its rights or obligations without Oathmark’s prior written consent, except to a successor in connection with a merger, acquisition, reorganization, or sale of substantially all of Client’s assets, provided the successor agrees in writing to these Terms. Oathmark may assign these Terms to an affiliate or in connection with a merger, financing, reorganization, sale of assets, or successor operation of the Service.

20. General

20.1 Entire agreement. These Terms, the Privacy Policy, the applicable checkout page, and any mutually executed written order or legal-engagement agreement constitute the entire agreement concerning the Service and supersede prior or contemporaneous understandings on that subject. If a mutually executed written agreement expressly conflicts with these Terms, that agreement controls to the extent of the conflict.

20.2 Severability; waiver. If any provision is held unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions remain in effect. A waiver must be in writing and is not a continuing waiver.

20.3 Independent parties. The parties are independent contractors. These Terms do not create a partnership, joint venture, fiduciary relationship, employment relationship, agency, or attorney-client relationship.

20.4 Notices. Notices to Oathmark must be sent to legal@oathmark.ai or to Oathmark’s registered address, 2 S Biscayne Blvd, Suite 2600, Miami, Florida 33131. Oathmark may send notices to the email address Client provided, through the portal, or by posting on the Service.

20.5 Electronic records. Client agrees that electronic communications, portal records, and electronic acceptance may satisfy legal requirements for written notices and signatures to the extent permitted by law.

21. Contact Information

Questions about these Terms or the Service may be sent to:

Oathmark
2 S Biscayne Blvd, Suite 2600, Miami, Florida 33131
Email: support@oathmark.ai

22. Law-Related Services and the Distinction Between Oathmark and Law Firms

22.1 Oathmark is not a law firm. Oathmark ("Oathmark," "we," "our") operates a technology platform for AI-governance compliance. Oathmark is not a law firm and does not provide legal advice, legal representation, or legal services of any kind. Employees, officers, and directors of Oathmark do not, in their capacity as such, practice law, form attorney-client relationships with Oathmark customers, or advise Oathmark customers on the application of law to their circumstances.

22.2 Attorney control disclosure. Oathmark is controlled by an individual who is admitted to practice law in Florida, Georgia, New York, and California (the "Controlling Attorney"). The Controlling Attorney is not an attorney at the principal law firm or at any of the Counsel Network firms that provide legal services in connection with Oathmark-facilitated engagements. Because the Controlling Attorney is a licensed attorney who controls a law-related services business, ABA Model Rule of Professional Conduct 5.7 ("Responsibilities Regarding Law-Related Services") applies to Oathmark's services, and the Controlling Attorney is subject to the Rules of Professional Conduct with respect to Oathmark's conduct as if Oathmark were a law firm, notwithstanding that Oathmark itself is not a law firm. The identity of the Controlling Attorney and the principal law firm is disclosed at the time of purchase of any attorney-led product and in the engagement letter each customer receives from the law firm(s) delivering the engagement.

22.3 The distinction between Oathmark services and legal services. Certain Oathmark subscriptions and one-time purchases are bundled with legal services provided by an independent principal law firm, together with Local Co-Counsel firms in the customer's state where applicable (collectively, "Counsel"). The specific firms delivering an engagement are identified at the time of purchase and in the engagement letter the customer receives from each firm. When you purchase such a bundle:

The technology-platform portion of your fee is paid to Oathmark for the use of Oathmark's platform (intake, delivery portal, payment processing, scheduling, coordination). This is a fixed fee for every attorney-led engagement, uniform across every attorney-led product, and does not scale with the size of the legal fee.
The legal-fee portion of your fee is paid to Counsel for legal services. Counsel bills the legal-fee portion pursuant to a separate written engagement letter you sign with Counsel at the same time you purchase the bundle. Counsel — not Oathmark — is your attorney of record.
Your attorney-client relationship is exclusively with Counsel. Oathmark is not your attorney, cannot provide you with legal advice, and does not owe you the duties a lawyer owes a client under the Rules of Professional Conduct (competence, diligence, communication, confidentiality of client information, conflicts of interest, etc.). Those duties are owed to you by Counsel, under Counsel's separate engagement letter.

22.4 What protections do and do not apply to Oathmark services. The following protections that normally attach to an attorney-client relationship do not apply to your use of the Oathmark platform, as distinct from your engagement with Counsel:

Attorney-client privilege. Communications between you and Oathmark employees (as distinct from communications between you and Counsel) are not attorney-client privileged. If you communicate with an Oathmark employee about a specific legal matter, that communication may be discoverable by third parties. If you want privileged legal communication, communicate directly with Counsel through the channels Counsel provides.
Attorney work-product doctrine. Materials generated by Oathmark's platform (intake questionnaires, tool inventories, policy templates before attorney review) are not attorney work product until they are adopted, revised, or signed by Counsel.
Malpractice coverage. Oathmark does not carry legal-malpractice insurance because Oathmark does not practice law. Counsel carries legal-malpractice insurance for its legal services (at minimums of $1,000,000 per claim / $2,000,000 aggregate as required by the Counsel Network's engagement standards). If you have a claim arising from legal advice, that claim is against Counsel, not Oathmark.
Rules-of-professional-conduct duties from Oathmark to you. Oathmark employees, in their capacity as such, do not owe you the fiduciary duties Counsel owes you.

22.5 What protections do apply to Oathmark services. The following continue to apply to your use of the Oathmark platform:

Oathmark's Privacy Policy. Oathmark protects the confidentiality of information you submit to the platform pursuant to Oathmark's Privacy Policy.
Contractual obligations. Oathmark's obligations to you as a platform customer are set out in these Terms of Service.
The Controlling Attorney's Rules of Professional Conduct obligations regarding Oathmark's conduct. Because Rule 5.7 applies to Oathmark, the Controlling Attorney is personally subject to the Rules of Professional Conduct with respect to Oathmark's marketing, disclosures, and business conduct. This means, for example, Oathmark's advertising must not be false or misleading (Rule 7.1), Oathmark must not facilitate the unauthorized practice of law by nonlawyers (Rule 5.5), and Oathmark must not solicit customers in a manner that would violate Rule 7.3. If you believe Oathmark has violated any of these rules, you may file a complaint with the state bar of Florida, Georgia, New York, or California (the four bars to which the Controlling Attorney is admitted).

22.6 Your acknowledgment. By using the Oathmark platform, you acknowledge that you have read and understood this section, that you understand Oathmark is not a law firm, and that you understand which protections apply to your relationship with Counsel and which do not apply to your relationship with Oathmark. If you do not understand any part of this section, please contact us at legal@oathmark.ai before using the platform.