Master Terms of Service

1.1 Contracting Entity. The Services are owned, operated, and provided exclusively by DepoGenius, Inc., a Delaware corporation doing business as Koce and Koce Technologies. All contractual obligations, warranties, disclaimers, liability limitations, and indemnities run to and from DepoGenius, Inc. d/b/a Koce.

1.2 Professional Use Only. The Services are designed, developed, and licensed exclusively for professional legal practitioners, licensed attorneys, paralegals, litigation support teams, and enterprise legal departments. The Services are not directed to, marketed to, or intended for pro se consumer litigants. Any consumer-facing applications previously offered by Company have been permanently deprecated and do not form any part of the Koce Litigation Suite.

1.3 Order Forms & Retainers. These Master Terms govern all access to the Services, whether accessed via web applications, self-service subscriptions, API keys, or custom Statement of Work ("SOW") and Enterprise Retainer agreements executed between Customer and Company. In the event of any direct conflict between these Master Terms and an executed SOW or Order Form, the specific terms of the executed Order Form shall control solely with respect to the specific engagement described therein.

2.1 Product Taxonomy. The Koce Litigation Suite comprises five principal product lines:

• (a) Genius (Analysis Engine): An automated case analysis and document intelligence platform that ingests, indexes, and analyzes case pleadings, deposition transcripts, medical records, discovery responses, and expert reports; extracts factual assertions; constructs contradiction maps; and generates courtroom-ready demonstratives, timelines, and exhibits.
• (b) Signal (Live Deposition Co-Pilot): A real-time deposition intelligence and live audio monitoring co-pilot that ingests real-time audio streams (via Zoom RTMS, virtual audio bridges, or local microphone inputs) during depositions, hearings, and arbitrations; continuously evaluates testimony against pre-set strategic objectives, elements of claims/defenses, and information gaps; and provides live admission scoring and post-session strategy debriefs.
• (c) Edits (Video Deposition Studio): A specialized video deposition editing and exhibit synchronization environment that aligns official transcript timestamps with synchronized video footage, performs topic-based testimony searches, extracts contradiction clips, and packages trial-ready video playback bundles with synchronized subtitles and exhibit callouts.
• (d) Grow (Docket Intelligence & Litigation CRM): A litigation market intelligence, docket monitoring, and outreach coordination system that indexes public court records, tracks Motion for Summary Judgment (MSJ) hearing calendars, aggregates attorney appearance data, and enables strategic business development workflows.
• (e) Custom Enterprise Retainers: Dedicated enterprise engineering agreements providing bespoke scraping daemon development, on-premise Docker worker fleet deployments, private LLM orchestration harnesses, custom workflow automation, and priority litigation support.

2.2 Platform Evolution. Company reserves the right to enhance, upgrade, modify, or deprecate specific features, algorithms, models, or interfaces within the Services, provided that such modifications do not materially degrade the core functionality or security standards guaranteed under this Agreement.

3.1 Technology Provider Status; No Legal Advice. Koce is a technology and litigation support software provider. Koce is NOT a law firm, does not provide legal representation, legal opinions, or legal advice, and does not engage in the practice of law. The Services provide automated computational analysis, data organization, pattern recognition, and draft synthesis. The use of the Services does NOT create an attorney-client relationship between Koce and Customer or between Koce and any client of Customer.

3.2 Affirmative Rule 11 Verification Representation. Customer expressly acknowledges and agrees that generative artificial intelligence systems and machine learning algorithms are probabilistic in nature and may generate outputs that are factually inaccurate, incomplete, hallucinated, or based on misinterpreted legal standards, local rules, or citations ("AI Inaccuracies"). Customer covenants, warrants, and represents that:

• (a) Customer and its licensed attorneys possess a strict, non-delegable professional obligation under Federal Rule of Civil Procedure 11 (and all state counterparts, including Texas Rule of Civil Procedure 13, California Code of Civil Procedure § 128.7, New York CPLR 8303-a, and applicable State Bar Rules of Professional Conduct) to independently verify, cite-check, confirm against original source documents, and exercise independent legal judgment upon every AI-generated summary, transcript quote, timeline, legal citation, draft brief, and demonstrative exhibit generated by the Services prior to filing, serving, or presenting such materials in any court, arbitration, mediation, or legal proceeding.
• (b) Customer will NEVER submit, file, or cite any AI-generated output from the Services to any court, tribunal, or opposing party without an attorney licensed in the relevant jurisdiction personally verifying the authenticity, accuracy, and page-line citation of each factual statement and legal authority.

3.4 Sanctions Indemnification. Customer agrees to fully defend, indemnify, and hold harmless Koce from and against any third-party claims, court orders, show-cause orders, judicial inquiries, or disciplinary investigations arising out of Customer's failure to independently verify AI outputs or Customer's submission of unverified materials generated by the Services.

4.1 Customer Case Content Ownership. As between Customer and Koce, Customer retains sole and exclusive ownership of, and all intellectual property and proprietary rights in and to, all litigation case files, pleadings, deposition transcripts, video files, audio streams, exhibits, expert reports, attorney notes, strategic outlines, and confidential client information uploaded, streamed, or submitted to the Services ("Customer Case Content"). Koce claims no ownership, copyright, or title in Customer Case Content.

4.2 Ironclad Zero-Model Training Guarantee. KOCE CONTRACTUALLY GUARANTEES, COVENANTS, AND WARRANTS THAT:

• (a) Zero Model Training: Koce does NOT use, and will NEVER use, Customer Case Content (including transcripts, live audio streams, video footage, uploaded documents, or user prompts) to train, retrain, fine-tune, evaluate, or improve any public, multi-tenant, foundation, or commercial Large Language Model (LLM) or generative artificial intelligence model.
• (b) Zero Third-Party Retentive Training: All model inference integrations utilized by Koce (including enterprise instances with Google Vertex AI, Anthropic, or OpenAI) are executed under enterprise zero-data-retention agreements where Customer Case Content is processed ephemerally solely for the execution of the requested inference and is never stored, retained, or used by model vendors to train base models.
• (c) Case Isolation: Customer Case Content is strictly isolated via secure multi-tenant partitioning, encryption at rest (AES-256), and encryption in transit (TLS 1.3).

4.3 Internal Support & Diagnostic Access. Koce personnel do not access Customer Case Content except where strictly necessary to resolve a specific technical support ticket initiated by Customer or to diagnose an active infrastructure anomaly. Any such access is subject to strict non-disclosure obligations, role-based access control (RBAC), and immutable audit logging. Under no circumstances are named entities (parties, witnesses, attorneys, case captions) disclosed publicly or commercialized.

5.1 Live Audio Stream Ingestion. Koce Signal ingests real-time audio streams during live depositions, hearings, and arbitrations via the Zoom Real-Time Media Stream (RTMS) API, virtual audio loopbacks, or local browser microphone inputs to provide live transcript analysis and strategic awareness.

5.2 Customer Wiretap & Consent Warranties. Live audio interception and recording are subject to strict federal and state statutory regulations, including the Federal Wiretap Act (18 U.S.C. § 2511), state two-party and all-party consent statutes (including California Penal Code § 632, Florida Stat. § 934.03, Illinois 720 ILCS 5/14-2, Pennsylvania 18 Pa.C.S. § 5703, Massachusetts G.L. c. 272 § 99, Washington RCW 9.73.030, and Maryland Cts. & Jud. Proc. § 10-402), and local court protective orders. Customer affirmatively covenants, warrants, and represents that:

• (a) On-The-Record Admonition: Customer shall provide clear, unequivocal notice on the record (and/or secure advance written or recorded verbal consent) at the commencement of every deposition or proceeding to ALL attendees—including the deponent/witness, opposing counsel, defending counsel, court reporter, videographer, and interpreters—disclosing that an automated real-time AI transcription and analysis co-pilot (Signal) is active on the audio stream.
• (b) Full Statutory Compliance: Customer has verified and ensures that its activation of Signal fully complies with all applicable state and federal wiretapping, recording, privacy, and evidentiary rules in all jurisdictions where the deposition is taken, where participants are physically located, and where the action is pending.

5.3 Signal Wiretap Defense & Indemnification. Customer agrees to defend, indemnify, and hold harmless Koce, its parent entity DepoGenius, Inc., and their respective officers, directors, software engineers, and cloud infrastructure providers from and against any and all civil claims, statutory wiretapping lawsuits, criminal complaints, invasion of privacy actions, motions to suppress evidence, or regulatory investigations arising out of or related to Customer's failure to provide proper notice or obtain all required participant consents prior to activating Signal.

5.4 Schedule A Incorporation. Customer's use of Signal is further governed by the specific technical and protocol terms set forth in Schedule A (Signal Live Audio & Zoom Deposition Addendum).

6.1 Video & Transcript Synchronization. Koce Edits provides automated alignment between video deposition files (e.g., MP4, MOV) and certified or rough ASCII/PTX/LEF transcripts. While Edits utilizes advanced forced-alignment and phonetic matching algorithms, Customer must independently review all synchronized clip boundaries, cut points, and burned-in subtitle text prior to playing video clips in mediation, arbitration, or trial.

6.2 Protective Orders & Sealed Discovery. Customer is solely responsible for ensuring that all video and transcript materials uploaded to Edits comply with applicable protective orders, confidentiality agreements, sealing orders, and HIPAA/FERPA privacy regulations. Customer shall not configure public export links for confidential or sealed deposition clips.

6.3 Schedule B Incorporation. Customer's use of Edits is further governed by the provisions of Schedule B (Edits Video Deposition & Exhibit Addendum).

7.1 Public Records Harvesting. Koce Grow aggregates, indexes, and structures publicly accessible court records, electronic court filing (ECF) dockets, hearing calendars, and attorney appearance statistics from municipal, county, state, and federal court repositories.

7.2 No Guarantee of Source Availability. Court portal records are subject to source court server uptime, clerk docketing delays, portal CAPTCHAs, and jurisdictional access policies. Koce does not warrant that Grow docket feeds reflect instantaneous real-time court dockets or that all filings are indexed without delay. Customer is solely responsible for verifying docket status and filing deadlines directly with the clerk of court.

7.3 Permissible Outreach & Ethics Rules. Customer warrants that its use of Grow analytics, litigation lead data, and hearing notifications strictly complies with all applicable State Bar Rules of Professional Conduct governing attorney advertising, solicitation, and direct outreach (including ABA Model Rules 7.1, 7.2, and 7.3, and state bar specific pre-outreach waiting periods).

8.1 Custom Engineering & SOWs. Enterprise retainers, dedicated on-premise Docker scraper fleet deployments, bespoke API bridges, and specialized LLM orchestrations are provided pursuant to individual Statements of Work ("SOW") executed under these Master Terms.

8.2 On-Premise Worker Fleet. Where Customer deploys or utilizes dedicated Docker worker fleets (e.g., HP/Linux worker nodes or dedicated Cloud Run containers), Customer is responsible for maintaining required network connectivity, authorized portal credentials, and credential security.

8.3 Out-of-Scope Engineering Fees. Custom engineering, out-of-scope workflow customizations, emergency trial support, or bespoke data migration requested outside established monthly retainer allocations are billed at Koce's standard engineering rate of $350.00 per hour, unless otherwise specified in an executed SOW.

9.1 Third-Party Subpoena Response Policy. If Koce receives a valid subpoena, court order, civil investigative demand, search warrant, or government agency inquiry seeking the production of Customer Case Content, deposition recordings, transcript analytics, audit logs, or account metadata in connection with a litigation, arbitration, or regulatory proceeding in which Customer or its clients are involved:

• (a) Notice to Customer: Koce will make commercially reasonable efforts to promptly notify Customer in writing (unless prohibited by law, grand jury secrecy, or court order) to afford Customer the opportunity to move to quash, modify, or seek an appropriate protective order.
• (b) Compliance: If Customer fails to obtain a protective order or quash the demand prior to the legal deadline, or if Koce is ordered by a court of competent jurisdiction to produce records or appear for testimony, Koce will comply with such legal demand.

9.2 Mandatory Cost Reimbursement Schedule. Customer agrees to reimburse Koce for all internal and external costs, expenses, and professional time incurred by Koce in responding to, reviewing, redacting, compiling, extracting, and producing records or providing witness/expert testimony in connection with any such subpoena or legal demand, according to the following schedule:

• (a) Internal Engineering & Technical Time: Billed at a fixed rate of $350.00 per hour for all time expended by Koce software engineers, systems architects, database administrators, and executive staff to locate, query, extract, decrypt, format, index, and securely transmit requested data.
• (b) Outside Legal Counsel Fees: Billed at the actual, reasonable hourly rates and out-of-pocket fees charged by Koce's retained outside legal counsel to evaluate, negotiate, review, redact, prepare objections, and respond to the subpoena or appear at depositions/hearings.
• (c) Direct Technical Expenses: All third-party electronic discovery (eDiscovery) processing fees, secure cloud storage/egress fees, physical courier charges, and transcription/court reporter fees incurred in satisfying the demand.

9.3 Invoicing & Payment. All subpoena compliance reimbursement invoices are due and payable within thirty (30) calendar days of invoice transmission.

10.1 Account Security & MFA. Customer is responsible for safeguarding user account credentials, enforcing Multi-Factor Authentication (MFA), and managing access permissions. Customer is strictly responsible for all actions, data submissions, and compute usage executed under its account credentials.

10.2 Authorized Users. Customer shall restrict access to the Services strictly to authorized attorneys, paralegals, litigation support staff, expert witnesses, and retained consultants bound by written confidentiality obligations.

10.3 Security Safeguards. Koce maintains administrative, physical, and technical safeguards designed to protect Customer Case Content against unauthorized access, destruction, or disclosure. Such safeguards include SOC-2 aligned operational controls, AES-256 data encryption at rest, TLS 1.3 encryption in transit, and continuous vulnerability monitoring.

11.1 Fee Structure. Customer shall pay all subscription fees, compute credit charges, per-deposition processing fees, and retainer amounts as set forth in the applicable pricing tier, dashboard checkout, or executed Order Form.

11.2 Compute Consumption. High-throughput document analysis (Genius), live deposition audio streaming (Signal), and video transcoding (Edits) consume cloud compute and token resources. Customer is responsible for monitoring account credit balances. Koce reserves the right to pause automated workflow processing if Customer's balance is depleted or payment method is declined.

11.3 Taxes & Late Fees. All fees are exclusive of applicable federal, state, or local taxes. Unpaid invoices past thirty (30) days are subject to late interest of 1.5% per month (or the maximum rate permitted by law).

12.1 Koce Proprietary Rights. DepoGenius, Inc. and its licensors retain all right, title, and interest in and to the Services, including all proprietary software, algorithms, neural network orchestration engines, UI/UX designs, workflow triggers, APIs, documentation, trade secrets, trademarks ("Koce", "Genius", "Signal", "Edits", "Grow"), and logos. Except for the limited access license expressly granted herein, no intellectual property rights are transferred to Customer.

12.2 Feedback License. If Customer transmits feature suggestions, workflow improvements, or bug reports ("Feedback") to Koce, Customer grants Koce a perpetual, irrevocable, royalty-free, worldwide license to implement, commercialize, and incorporate such Feedback into the Services without restriction or obligation of accounting.

14.3 Essential Basis of Bargain. Customer acknowledges and agrees that the pricing and fee structure of the Services reflect this allocation of risk, and that the limitations in this Article 14 constitute an essential basis of the bargain between the parties.

15.1 Indemnity Scope. Customer agrees to fully defend, indemnify, and hold harmless DepoGenius, Inc. d/b/a Koce, its subsidiaries, affiliates, officers, directors, software engineers, employees, and agents from and against any and all third-party claims, demands, damages, liabilities, losses, judgments, fines, court sanctions, costs, and expenses (including reasonable attorneys' fees and litigation expenses) arising out of or resulting from:

• (a) Customer's breach of any warranty, covenant, or representation in this Agreement;
• (b) Customer's failure to provide proper notice or obtain required consents under federal or state wiretapping and recording statutes in connection with Signal live audio ingestion;
• (c) Customer's failure to independently verify AI-generated outputs, transcript citations, or demonstratives prior to filing or courtroom presentation in violation of Rule 11 or professional ethics rules;
• (d) Any violation of court protective orders, confidentiality agreements, or privacy laws resulting from Customer Case Content uploaded or shared by Customer; or
• (e) Any dispute between Customer and its litigation clients, opposing counsel, or co-counsel regarding case outcomes, trial strategy, or exhibit presentation.

16.1 Mandatory Informal Dispute Resolution. Prior to initiating any formal legal or arbitration proceeding, the parties agree to make a good-faith effort to resolve any dispute informally. The initiating party shall send a written Notice of Dispute describing the claim. The parties shall participate in an informal resolution conference within thirty (30) days of receipt of such notice.

16.2 Binding Individual Arbitration in Austin, Texas. If the dispute is not resolved through informal negotiations within thirty (30) days, any controversy, claim, or dispute arising out of or relating to this Agreement, breach thereof, or use of the Services shall be settled exclusively by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect.

• (a) Venue: The exclusive seat, venue, and place of arbitration shall be Austin, Travis County, Texas.
• (b) Arbitrator: The arbitration shall be conducted by a single neutral arbitrator with substantial experience in enterprise software and commercial litigation contracts.
• (c) Enforceability: Judgment on the arbitration award may be entered and enforced in any court having jurisdiction thereof.

17.1 Term & Termination. This Agreement remains in effect until terminated by either party. Customer may terminate by closing its account and ceasing all usage. Koce may suspend or terminate Customer's access immediately if Customer breaches any provision of this Agreement, fails to pay outstanding invoices, or poses a security, legal, or regulatory threat to the platform.

17.2 Governing Law & Jurisdiction. This Agreement, and all claims or causes of action arising out of or related to this Agreement, shall be governed by, construed, and enforced in accordance with the internal laws of the State of Texas, without giving effect to any choice of law or conflict of law principles. To the extent any judicial proceeding is permitted under this Agreement (e.g., to enforce an arbitration award or obtain emergency injunctive relief), the parties consent to the exclusive personal and subject-matter jurisdiction of the state and federal courts located in Travis County, Texas.

17.3 Severability & Non-Waiver. If any provision of this Agreement is held invalid or unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect. No failure or delay by Koce in exercising any right under this Agreement shall constitute a waiver of that right.

17.4 Entire Agreement & Modifications. This Agreement, together with Schedules A and B and any executed Order Forms or SOWs, constitutes the entire and exclusive agreement between the parties regarding the Services, superseding all prior oral or written agreements, proposals, or understandings. Koce reserves the right to update these Master Terms from time to time by posting the updated version on koce.com/terms with a revised Effective Date. Continued use of the Services following the posting of modifications constitutes affirmative acceptance of the revised Terms.

A.1 Scope & Operation. This Schedule A applies to all Customer use of Koce Signal, including the Zoom RTMS integration, virtual audio routing, and real-time testimony scoring co-pilot.

A.2 Admonition Practice. To assist counsel in satisfying the statutory notice requirements of Article 5, Customer's counsel is strongly advised to place the admonition statement set forth above (or a substantially similar disclosure) on the record at the commencement of each deposition session.

A.3 Network Latency, Audio Glitches & Evidentiary Primacy. Customer acknowledges that live audio streaming is subject to participant microphone quality, internet jitter, network latency, and Zoom API packet loss. The certified stenographic transcript prepared by the licensed court reporter remains the sole official record of the proceeding. Signal's live stream analysis is an advisory co-pilot tool and must never be substituted for the official court reporter record.

A.4 Discovery Spoliation & Audio Buffering. Signal processes live audio in transient memory buffers for real-time inference and does not maintain permanent unauthorized wiretap recordings unless explicitly configured for official synchronized video storage under Schedule B. Customer is solely responsible for responding to any opposing counsel discovery requests regarding litigation co-pilot notes.

B.1 Scope & Operation. This Schedule B applies to all Customer use of Koce Edits, including video deposition ingestion, timestamp alignment, topic clipping, and contradiction reel export.

B.2 Timestamp Synchronization Accuracy. While Edits provides high-precision alignment between audio-video waveforms and ASCII/PTX transcript timecodes, Customer must independently review all generated clip boundaries, start/stop offsets, and burned-in subtitles prior to courtroom or jury playout. Koce shall have no liability for cutoffs of witness objections or colloquy.

B.3 Cloud Storage Quotas & Cold Archival. Video files uploaded to Edits are stored in secure cloud storage. Unless Customer maintains an active high-capacity video storage retainer, raw video footage may be transitioned to cold archival storage or deleted following case completion according to Customer's account retention settings.

B.4 Courtroom Audiovisual Hardware Disclaimer. Customer is solely responsible for verifying courtroom presentation hardware, projector resolutions, codec compatibility, and trial presentation software (e.g., TrialDirector, OnDisplay) prior to courtroom hearings.