DRAFT — not yet reviewed or approved by counsel. Not in effect.

Last updated: 2026-11-14 (draft)

Cannoli Terms of Service

These Terms of Service (the "Terms") are a contract between [CANNOLI ENTITY] ("Cannoli", "we", "us") and the customer identified in the Account or an Order Form ("Customer", "you"). They govern access to and use of the Cannoli macOS application, the cannoli.ai website, and the related services described below.

1. Acceptance and structure of the Agreement

1.1 By creating an Account, clicking to accept, installing or using the App, or signing an Order Form, you accept these Terms. If you accept on behalf of an organization, you represent that you have authority to bind it, and "Customer" means that organization.

1.2 The "Agreement" consists of: (a) an Order Form, if any; (b) these Terms; (c) the Data Processing Addendum at cannoli.ai/legal/dpa (the "DPA"); and (d) the Documentation. The Privacy Policy at cannoli.ai/legal/privacy describes how we handle personal information and is incorporated by reference. In case of conflict, the order of precedence is: Order Form; DPA (as to processing of personal data); these Terms; Documentation. An Enterprise Order Form may vary these Terms only by express reference to the section varied.

1.3 The Service is offered to businesses and professionals for business use. You must be at least 18 years old and able to form a binding contract. We do not offer the Service to consumers for personal or household use.

2. Definitions

"Account" means the Customer's account at cannoli.ai, including all Users and devices under it.

"Administrator" means a User the Customer designates to manage its Organization.

"AI Provider" means Anthropic, PBC, or a successor provider identified in the Subprocessor List.

"App" means the Cannoli macOS application, including updates.

"BYO Key Mode", "Local-only Mode" and "Managed Mode" (each a "Mode") have the meanings in section 3.3.

"Customer Content" means Transcripts, Notes, Research Excerpts, and any other content the Customer or its Users create or submit through the Service.

"Documentation" means cannoli.ai/docs and the Security Overview at cannoli.ai/security, as updated.

"Fees" means the amounts payable for a Plan.

"Experimental Features" means features that are disabled by default, labelled experimental in the App, and not part of any Plan's inclusions: Live Mode (AI output produced continuously during a meeting: live wiki, fact-check cards, talking points), web research and research folders. "Live Mode" is used below only as one of them.

"Notes" means AI-generated output produced from a Transcript, including enhanced notes written from the User's own typed notes and the Transcript, summaries, decisions, action items, open questions and titles, and, where an Experimental Feature is enabled, its output.

"Order Form" means a document signed by both parties for an Enterprise subscription that references these Terms.

"Organization" means the Customer's workspace in the Account, to which Users, devices, Seats and a Plan belong.

"Plan" means Free, Business, Enterprise, or another plan shown at cannoli.ai/pricing.

"Relay" means Cannoli's stateless server component that forwards Managed Mode requests to the AI Provider and streams the response back to the App.

"Research Excerpts" means excerpts of files on a User's Mac that the App reads from folders the User has selected (section 13.3).

"Seat" means a licence for one named User.

"Service" means the App, the Website, the Relay, the account and entitlement API, and support.

"Subprocessor List" means cannoli.ai/legal/subprocessors.

"Subscription Term" means the monthly or annual period for which Fees are paid.

"Transcript" means text produced on a User's Mac by on-device speech recognition and speaker separation of a meeting's audio.

"User" means an individual the Customer authorizes to use the Service under a Seat (or on the Free Plan).

"Website" means cannoli.ai and its subdomains.

3. The Service

3.1 What the App does. While a User runs a meeting session, the App captures audio from the Mac's microphone and from the Mac's system audio (for example, the other participants on a video call) and converts it into a text Transcript with speaker labels. Speech recognition and speaker separation run entirely on the User's Mac, using Apple's on-device speech framework and an on-device speaker-separation model. The App does not transmit audio and does not save an audio recording. It writes only Transcript text and Notes to disk, inside the User's own Application Support folder on that Mac.

3.2 Where Customer Content is stored. Transcripts and Notes are stored only on the User's Mac. Cannoli operates no transcript or notes storage, holds no copy of Customer Content, and cannot retrieve, restore, or delete Customer Content on your behalf. Backing up Customer Content is your responsibility.

3.3 Modes. Each User (or, on Enterprise, an Administrator for the whole Organization) chooses one of three Modes, which determine whether Transcript text leaves the Mac:

(a) Managed Mode. When a User requests Notes (or has enabled an Experimental Feature), the App sends Transcript text and the User's typed notes through the Relay to the AI Provider, and the AI Provider's output is streamed back to the App. The Relay holds the text in memory only for the duration of the request and records only metadata: timestamps, Organization, device identifier, job type, model, token counts, latency, and status. It never logs content. Cannoli's agreement with the AI Provider governs the AI Provider's handling of the text (section 18.1 and the DPA).

(b) BYO Key Mode. The App sends Transcript text directly from the Mac to the AI Provider's API, under an API key the Customer supplies and the Customer's own agreement with the AI Provider. The text does not pass through Cannoli, and Cannoli never receives the key.

(c) Local-only Mode. AI features are disabled. Nothing leaves the Mac except, if the User is signed in, an entitlement check and a software update check, neither of which carries Customer Content.

Your Mode selection is your instruction to us about whether and where Transcript text is sent. You are responsible for choosing a Mode that fits your obligations to meeting participants, clients, and regulators.

3.4 What Cannoli does hold. Account information (email, optional name, Organization name), device records, subscription and billing status, usage counts (Notes jobs and Live Mode token counts per Organization per month), support correspondence, and 30-day server request logs, each as described in the Privacy Policy. Payment card details are held by Stripe, never by Cannoli.

3.5 Changes to the Service. We may change the Service, including models, features, allowances, and supported macOS versions, provided we do not materially reduce the core functionality of a paid Plan during its current Subscription Term without offering a pro-rated refund or an equivalent alternative.

4. Accounts, Users, Seats and devices

4.1 Account information must be accurate and kept current. Sign-in is by email link; you are responsible for the security of your Users' email accounts and for all activity under your Account.

4.2 Administrators may add and remove Users, assign Seats, manage devices, set Organization-wide Mode policy (Enterprise), and view billing. The Customer is responsible for its Administrators' and Users' compliance with the Agreement.

4.3 Each Seat is for one named User. A Seat may be reassigned to a different User no more than once in any 30 days, except when the previous User leaves the Customer's organization. Sharing one Seat among several people is not permitted.

4.4 A User may sign in on the Macs they use. The Account shows each device, and an Administrator may revoke any device. Revocation ends entitlement and Managed Mode on that device; it does not delete Transcripts stored on it.

5. Plans, Fees and billing

5.1 Plans and prices. The Plans, their features, allowances and prices are those shown at cannoli.ai/pricing at the time of purchase or renewal. An Enterprise Order Form may state different prices or features, which prevail for that Customer.

5.2 Seats and proration. Business and Enterprise Fees are charged per Seat for the Subscription Term. Seats added mid-term are charged pro rata for the remainder of the current term and renew with it. Seat reductions take effect at the next renewal; we do not refund Seats removed mid-term.

5.3 Billing period. Subscriptions are billed monthly or, where offered, annually, in advance.

5.4 Automatic renewal. Each Subscription Term renews automatically for the same period unless cancelled before the renewal date under section 8. For annual terms we will send a renewal reminder to the billing email at least 30 days before renewal.

5.5 Payment. Fees are payable in US dollars by card or another method offered through Stripe at checkout. Enterprise Customers may pay by invoice on net-30 terms if the Order Form says so. You authorize us, through Stripe, to charge your payment method for all Fees, including renewals and Seat additions.

5.6 Taxes. Fees exclude sales, use, VAT, GST and similar taxes, which we calculate and collect where we are required to. If you are tax-exempt, provide a valid certificate before purchase. Taxes on Cannoli's income are Cannoli's responsibility.

5.7 Failed payment. If a payment fails, we will retry and notify the billing email. If Fees remain unpaid 14 days after the due date, we may suspend paid features under section 9 until payment clears, during which the Organization operates on the Free Plan.

5.8 Price changes. We may change the price of a Plan on at least 30 days' notice. A change takes effect at your next renewal after the notice period and never changes the price of a Subscription Term already paid for.

5.9 Billing disputes must be raised within 60 days of the charge by email to [LEGAL EMAIL].

6. Free Plan

6.1 The Free Plan includes unlimited on-device transcription and speaker separation, unlimited local meeting history, BYO Key Mode, Local-only Mode, and the monthly allowance of Managed Mode Notes shown at cannoli.ai/pricing (five meetings per month at launch).

6.2 The Free Plan is provided as is, with best-effort support, and we may change or withdraw it on 30 days' notice. The App's local transcription features continue to work even if an Account lapses.

7. Fair use

7.1 "Unlimited" Notes. Business and Enterprise Plans include unlimited Managed Mode Notes for ordinary business meeting use by human Users. This is a fair-use allowance, not a right to unbounded computation. Automated or scripted use, use exceeding roughly ten times that of comparable Customers, or use of the Relay for anything other than Notes about meetings the User attended, is outside fair use. If so, we will notify you and propose an appropriate Plan, and may throttle or suspend the Relay for the Organization if we receive no response within 10 business days or the use is abusive. We assess fair use only from job counts and token counts, never by reading Customer Content.

7.2 Experimental Features. Experimental Features are not included in any Plan. If a User enables one, its Managed Mode use is subject to the fair-use standard in section 7.1 and may be metered, limited or withdrawn at any time; the App tells the User when a limit is reached and offers BYO Key Mode.

7.3 We select and may change the AI models used in Managed Mode and may apply reasonable rate limits to protect the Service.

8. Cancellation and refunds

8.1 Self-serve cancellation. You may cancel a Business or Enterprise self-serve subscription at any time through the Stripe customer portal linked from your Account. Cancellation takes effect at the end of the current Subscription Term; you keep paid features until then and are not charged again. Subscriptions under an Enterprise Order Form are cancelled as the Order Form provides.

8.2 No partial-period refunds. Except as stated in this section or required by law, Fees are non-refundable, and we do not provide refunds or credits for partial periods, unused Seats, or unused allowances.

8.3 First annual purchase. If your Organization's first annual subscription is cancelled within 14 days of the initial charge, we will refund that charge in full on request to [LEGAL EMAIL]. This applies once per Organization and not to renewals or monthly terms.

8.4 After cancellation, the Organization continues on the Free Plan with its Account, devices, and local Transcripts unaffected, unless the Account is also deleted under section 20.

8.5 If we discontinue a paid Plan or materially reduce it under section 3.5, we will refund the pro-rated unused portion of prepaid Fees.

9. Suspension

9.1 We may suspend some or all of the Service for an Organization or a User if: (a) Fees are overdue under section 5.7; (b) we reasonably believe the use violates section 15 or threatens the security, integrity or availability of the Service or the AI Provider's platform; (c) the AI Provider or a payment provider requires it; or (d) a court or authority requires it.

9.2 We will give notice before suspension where practicable and otherwise promptly after, and will limit the suspension to what is necessary. Suspension does not relieve you of Fees that fall due, except that no Fees accrue during a suspension under 9.1(c) through no fault of yours.

9.3 Suspension never affects Transcripts or Notes already on your Macs or the App's local transcription features.

10. Licence to the App

10.1 Licence. Subject to the Agreement and payment of Fees, Cannoli grants the Customer a non-exclusive, non-transferable, non-sublicensable licence, for the Subscription Term and for each User holding a Seat, to install and use the App on Macs that User uses for the Customer's business, for the Customer's internal business purposes. Free Plan Users receive the same licence for Free Plan features for as long as the Free Plan is offered.

10.2 Requirements. The App requires macOS 26 or later on a Mac with Apple silicon. On-device speech recognition requires the language assets Apple provides for your macOS language. You are responsible for your hardware, operating system and network.

10.3 Restrictions. Except as expressly permitted by the Agreement or by law that cannot be excluded by contract, you must not: (a) copy, modify or create derivative works of the App; (b) reverse engineer, decompile or disassemble the App or attempt to derive its source code, except to the extent applicable law permits this for interoperability notwithstanding this restriction, and then only after first asking us for the information; (c) remove or alter notices, signatures or the notarization ticket; (d) circumvent entitlement checks, Seat limits, allowances, or the Relay's model restrictions; (e) resell, rent, lease or provide the App or Relay to third parties as a service bureau; (f) use the Relay with any client other than the App; or (g) extract Relay credentials or impersonate the App to our API.

10.4 Distribution and notarization. The App is distributed by Cannoli from cannoli.ai, not through the Mac App Store. It is signed with Cannoli's Apple Developer ID certificate and notarized by Apple, which checks it for known malicious content; notarization is not an endorsement. Apple is not a party to the Agreement and has no obligations to you under it.

10.5 Updates. The App checks for updates daily, sending only the App and macOS versions, and installs them with the User's confirmation (or automatically, if enabled). We may require an update to continue using Managed Mode, for security or compatibility reasons. Updates are part of the App and subject to the Agreement.

10.6 Open-source components. The App includes open-source components licensed under their own terms, listed in the App's acknowledgements. Those terms govern those components and are not restricted by this section.

10.7 Reservation. Cannoli and its licensors retain all rights in the App, the Website, the Relay and the Documentation. No rights are granted by implication.

11. Recording and consent laws; meeting participants

11.1 Your responsibility. Laws on recording, intercepting or transcribing conversations differ by place and context. Some US states require the consent of all participants; others require the consent of one party. Many countries, the EU and UK data-protection regimes, and workplace rules impose their own requirements on notice to participants, lawful basis and use of transcripts. You are solely responsible for determining what consent and notice are required for each meeting your Users transcribe, for obtaining them, and for your Users' compliance.

11.2 Transcription is treated like recording. The App does not store audio, but it does capture and transcribe it in real time. Many laws treat capturing or transcribing a conversation the same as recording it. Do not rely on the absence of a stored audio file as consent or as compliance.

11.3 Notice to participants. We recommend, and some laws require, that Users tell every participant at the start of a meeting that it is being transcribed and that AI notes may be generated, and stop if a participant objects. The App's reminder prompts are a convenience, not legal advice, and shift no responsibility to Cannoli.

11.4 Professional obligations. Regulated professionals (lawyers, financial advisers, healthcare providers and others) are responsible for their own confidentiality and record-keeping obligations, including whether, and in what Mode, privileged or regulated conversations may be transcribed. Cannoli does not offer a HIPAA business associate agreement at this time.

11.5 Your obligations under section 23.1 include claims arising from transcription without required consent or notice.

12. BYO Key Mode

12.1 In BYO Key Mode the App uses an API key from your own account with the AI Provider. The AI Provider's terms, pricing, data handling and retention arrangements (including any zero-data-retention arrangement you have with it) apply to that traffic, and you are responsible for the key, the charges, and compliance with those terms.

12.2 The key is stored in the macOS Keychain on the User's Mac. Cannoli never receives, stores, or can read it. We are not responsible for the AI Provider's availability, output or conduct in BYO Key Mode and provide no support for your AI Provider account.

12.3 BYO Key Mode is not subject to Cannoli's fair-use limits; the AI Provider's limits apply.

13. Experimental Features (disabled by default)

13.0 The features in this section are Experimental Features under section 19. They are hidden until a User turns them on in the App's configuration, and nothing in this section runs unless the User does so.

13.1 Live Mode. When enabled, the App sends Transcript text to the AI Provider repeatedly during the meeting (through the Relay in Managed Mode, or directly in BYO Key Mode) to produce live output.

13.2 Web research. When enabled, the AI Provider may run web searches with queries derived from the Transcript, using its server-side search tool, and may fetch web pages. Its search provider receives the queries; the websites fetched receive the request and may log it. Cannoli does not control those third parties.

13.3 Research folders. When enabled, the App may read files in folders the User selects on their own Mac and send Research Excerpts to the AI Provider with Transcript text, in Managed or BYO Key Mode, to support fact-checking. You are responsible for the folders you choose and your rights in the files. Research folders are never read in Local-only Mode; in Managed Mode, Research Excerpts pass through the Relay in memory like Transcript text and are never retained.

13.4 Each Experimental Feature is disabled by default, labelled in the App, and may be disabled Organization-wide by an Enterprise Administrator.

14. AI output

14.1 Notes are produced by a machine-learning model from a machine-generated Transcript. Both can be wrong. Notes may omit, misattribute, invent or misstate what was said, may mislabel speakers, and may be incomplete or out of date (especially web research). You must review Notes against your own knowledge before relying on them or sharing them.

14.2 Notes are not legal, medical, financial, tax or other professional advice, and the Service does not create a professional relationship. Do not use Notes as a substitute for a verbatim record where one is required (for example, court reporting, regulatory recordings or medical charts).

14.3 Output may be similar to output produced for other customers from similar input. As between you and Cannoli, you own the Notes produced from your Transcripts (section 16); we make no warranty that they do not infringe third-party rights. We may change models and prompts, and output will vary between versions.

15. Acceptable use

You must not, and must not allow Users to:

(a) transcribe conversations without the consent or notice the law requires, or otherwise in violation of section 11;

(b) use the Service to harass, stalk, surveil or discriminate against any person, including covert monitoring of employees beyond what law and your notified policies allow;

(c) use the Service to violate any law, including wiretap, privacy, intellectual-property, export and sanctions laws;

(d) submit to the Relay content you have no right to process, or content intended to attack, probe, jailbreak or extract the AI models or the Relay;

(e) use the Service to build a competing product, or use output to train a model that competes with the AI Provider's models in violation of the AI Provider's terms;

(f) interfere with the Service, probe its security other than under the disclosure program at cannoli.ai/security, or exceed rate limits;

(g) use the Service for any purpose prohibited by the AI Provider's published usage policy, which we are contractually bound to flow down; or

(h) misrepresent the Service's privacy properties to meeting participants (for example, by claiming nothing leaves the device while using Managed Mode).

16. Customer Content, intellectual property and training

16.1 Your content. As between the parties, you own all Customer Content, including Transcripts and Notes. Cannoli claims no ownership in it.

16.2 Limited licence to us. You grant Cannoli a limited, non-exclusive licence to transmit Transcript text and Research Excerpts to the AI Provider and return the output to the App, solely to provide Managed Mode as you request it and solely for the duration of each request. This is the only licence to Customer Content we take. We do not receive Customer Content in BYO Key Mode or Local-only Mode.

16.3 No training. Cannoli does not use Customer Content to train, fine-tune or improve machine-learning models, and does not permit its AI Provider to do so. Our agreement with the AI Provider prohibits training on Customer Content (Anthropic Commercial Terms of Service, effective June 17, 2025, section B). Because we retain no Customer Content, we cannot use it for any purpose after a request completes.

16.4 Our property. Cannoli owns the App, Website, Relay, Documentation, trademarks, and all improvements to them. Nothing in the Agreement transfers them.

16.5 Feedback. If you give us suggestions, we may use them without obligation. Feedback never includes Customer Content.

16.6 Usage data. We may use the metadata described in section 3.4 to operate, secure, bill and improve the Service, and may publish statistics that do not identify a Customer or User.

16.7 Trademarks. "Cannoli" and the Cannoli logo are our trademarks. You may say that you use Cannoli; you may not otherwise use our marks without permission. We may name an Enterprise Customer publicly only with written permission in the Order Form.

17. Privacy and data processing

17.1 The Privacy Policy explains what personal information we collect and why. The DPA governs our processing of personal data on your behalf in Managed Mode and of your Users' account data. The DPA applies automatically to every Customer; Enterprise Customers may also sign it.

17.2 You are the controller (or business) for the personal data in Transcripts, Notes and Research Excerpts; Cannoli is a processor (or service provider) for the processing it performs in Managed Mode. In BYO Key Mode and Local-only Mode, Cannoli does not process Customer Content at all.

18. Third-party services

18.1 AI Provider. Managed Mode depends on Anthropic, PBC, which acts as Cannoli's subprocessor under Anthropic's Data Processing Addendum (effective February 24, 2025) and Commercial Terms of Service (effective June 17, 2025). Under those terms and Anthropic's published retention policy, Anthropic deletes API inputs and outputs within 30 days by default (up to two years where required by law or flagged by its trust-and-safety systems) and may not train models on Customer Content. Cannoli does not currently have a zero-data-retention arrangement with Anthropic and does not promise one; if that changes, we will update the Subprocessor List and the Security Overview.

18.2 Other providers. Stripe (payments, invoicing and tax), Vercel (hosting and Relay runtime), Neon (account database) and Resend (transactional email) are listed with their roles on the Subprocessor List. Your payment is also subject to Stripe's terms for cardholders.

18.3 Apple and Hugging Face. The App relies on macOS frameworks, including on-device speech recognition, governed by Apple's macOS software licence. The App's speaker-separation model is downloaded once from Hugging Face at first run; that request discloses your IP address to Hugging Face and nothing else.

18.4 We are not responsible for the acts or omissions of third-party services except as the DPA provides for subprocessors.

19. Beta features and draft status

19.1 Features labelled beta, preview or experimental are provided as is, may change or be withdrawn, and are excluded from any service commitment.

19.2 Draft policies. While these Terms, the DPA, the Privacy Policy or the Security Overview carry a DRAFT banner, they are published for transparency and review, are not yet in effect, and no purchase should be made in reliance on them. The banner will be removed when the documents are approved.

20. Term, termination and data

20.1 Term. The Agreement begins when you accept it and continues while you have an Account.

20.2 Termination by you. You may cancel subscriptions under section 8 and delete your Account from the Account page or by email to [PRIVACY EMAIL] at any time.

20.3 Termination by us. We may terminate the Agreement: (a) on 30 days' notice if we discontinue the Service, with a pro-rated refund of prepaid Fees; (b) on notice if you materially breach the Agreement and, where the breach can be cured, fail to cure within 15 days of notice; (c) immediately for serious or repeated breaches of sections 10.3, 11 or 15; or (d) after 30 days' email notice if an Account has had no sign-in and no paid subscription for 24 months.

20.4 Effect on Account data. Within 30 days after termination we delete the Organization's account data (Users, devices, usage counts, support correspondence), except what we must keep for tax, accounting, legal or dispute purposes (billing records, kept for the period in the Privacy Policy). Server request logs expire on their own 30-day cycle.

20.5 Effect on Customer Content. Cannoli holds no Customer Content, so there is nothing for us to return or delete. Transcripts and Notes remain on your Macs and continue to be usable in the App's local features. Managed Mode stops when the entitlement lapses (after an offline grace period of up to seven days).

20.6 Survival. Sections 2, 5 (as to Fees accrued), 10.3, 10.7, 11, 14, 16, 20.4 to 20.6, 21 to 24 and 27 survive termination.

21. Warranties and disclaimers

21.1 Each party warrants that it has authority to enter into the Agreement.

21.2 Cannoli warrants that during a paid Subscription Term: (a) the Service will perform materially as described in the Documentation; (b) Cannoli will not transmit audio from the App, will not store Customer Content on its servers, and will not use Customer Content for training, each as described in sections 3 and 16; and (c) Cannoli will maintain the security measures in Annex II of the DPA. Your exclusive remedy for breach of 21.2(a) is that we correct the nonconformity or, if we cannot within 30 days, you may terminate the affected subscription and receive a pro-rated refund of prepaid Fees for the remainder of the term.

21.3 Disclaimer. Except for the express warranties in this section, the Service, the App and all output are provided "as is" and "as available". To the fullest extent permitted by law, Cannoli disclaims all other warranties, express, implied or statutory, including merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and uninterrupted or error-free operation. Cannoli does not warrant the accuracy, completeness or lawfulness of Transcripts, Notes or web research, the availability or conduct of the AI Provider or Apple's frameworks, or that the Service satisfies any recording, privacy or professional-conduct law that applies to you.

21.4 The Free Plan and beta features are provided without any warranty.

22. Limitation of liability

22.1 Exclusion. To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, goodwill, business or data (including loss of Transcripts stored on your Macs), however caused and under any theory, even if foreseeable.

22.2 Cap. To the fullest extent permitted by law, each party's total aggregate liability arising out of or related to the Agreement is limited to the Fees paid or payable by the Customer to Cannoli in the 12 months before the event giving rise to the claim. For Free Plan Customers, that amount is US$100.

22.3 Exceptions. Sections 22.1 and 22.2 do not limit: (a) a party's indemnification obligations under section 23; (b) the Customer's obligation to pay Fees; (c) liability for a party's gross negligence, wilful misconduct or fraud; (d) Cannoli's liability for breach of section 21.2(b), which is instead capped at three times the amount in 22.2 ; or (e) liability that cannot be limited by law.

22.4 The parties agree that these limitations reflect the allocation of risk in the Fees and that Cannoli would not provide the Service without them.

23. Indemnification

23.1 By you. You will defend Cannoli, its affiliates and personnel against any third-party claim, and pay resulting damages, costs and reasonable attorneys' fees, arising from: (a) transcription or use of the Service without consent or notice required by law (section 11); (b) Customer Content or Research Excerpts; (c) your or your Users' violation of sections 10.3, 12, 13 or 15; or (d) your violation of law.

23.2 By us. Cannoli will defend you against any third-party claim that the App or Relay, as provided by Cannoli and used in accordance with the Agreement, infringes a United States patent, copyright or trademark or misappropriates a trade secret, and will pay resulting damages, costs and reasonable attorneys' fees finally awarded or agreed in settlement. This does not apply to claims arising from Customer Content, Notes, AI Provider output, open-source components, combinations with items not supplied by us, modifications not made by us, or use after we offered a non-infringing alternative. If a claim is made or likely, we may modify or replace the affected part, or terminate the affected subscription and refund prepaid Fees for the remaining term. This section states your exclusive remedy for infringement claims.

23.3 Procedure. The indemnified party must give prompt notice (delay excuses the indemnifying party only to the extent it is prejudiced), give the indemnifying party sole control of the defence and settlement (no settlement may admit fault or impose obligations on the indemnified party without its consent), and cooperate reasonably at the indemnifying party's expense.

24. Governing law and disputes

24.1 Governing law. The Agreement is governed by the laws of the State of [STATE], without regard to conflict-of-laws rules. The Uniform Computer Information Transactions Act and the UN Convention on Contracts for the International Sale of Goods do not apply.

24.2 Informal resolution. Before filing a claim, a party must give written notice describing the dispute, and the parties will try in good faith to resolve it for 30 days.

24.3 Courts. Any dispute not resolved informally will be brought exclusively in the state or federal courts located in [COUNTY], [STATE], and each party submits to their personal jurisdiction and venue, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

24.4 Jury waiver. To the extent permitted by law, each party waives trial by jury.

[ALTERNATIVE — ARBITRATION. If arbitration is preferred, replace 24.3 and 24.4 with: "Any dispute not resolved informally will be finally resolved by binding arbitration administered by [JAMS / the American Arbitration Association] under its [Comprehensive / Commercial] Arbitration Rules, before a single arbitrator, seated in [CITY], [STATE], in English. The arbitrator may award any relief a court could award. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive relief in court to protect intellectual property or confidential information, and either party may bring a qualifying claim in small-claims court. Claims may be brought only in a party's individual capacity and not as a plaintiff or class member in any class or representative proceeding." The Federal Arbitration Act would govern the clause. Enterprise Order Forms often negotiate their own forum; consider a carve-out.]

24.5 To the extent permitted by law, any claim must be brought within one year after it accrues.

25. Export controls and sanctions

The App and Service are subject to United States export-control and sanctions laws. You represent that you and your Users are not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive US sanctions, and are not on any US government restricted-party list. You will not export, re-export or permit access to the App or Service in violation of those laws, or use the Service for any prohibited end use.

26. Changes to these Terms

26.1 We may update these Terms. For material changes we will give at least 30 days' notice by email to Administrators and by a notice at cannoli.ai/legal/terms before they take effect. Price changes follow section 5.8. If you object to a material change, you may terminate the affected subscription before it takes effect and receive a pro-rated refund of prepaid Fees. Continued use after the effective date is acceptance. Changes do not apply to an Enterprise Order Form during its current term unless the Customer agrees.

26.2 Non-material changes (clarifications, corrections, contact details, new features that do not reduce your rights) may take effect on posting, with the "Last updated" date revised. Prior versions are available on request.

27. General

27.1 Entire agreement. The Agreement is the entire agreement on its subject and supersedes all prior proposals, quotes and communications. Terms in a Customer purchase order or vendor portal are rejected and have no effect even if we process the order.

27.2 Precedence. See section 1.2. An Enterprise Order Form prevails over these Terms for the Customer that signed it.

27.3 Assignment. You may not assign the Agreement without our written consent, except to a successor in a merger or sale of substantially all your assets that assumes it in writing and is not a competitor of ours. We may assign the Agreement to an affiliate or a successor to the Cannoli business, on notice.

27.4 Notices. Notices to Cannoli: by email to [LEGAL EMAIL] and, for legal process, by mail to [CANNOLI ENTITY], [ADDRESS]. Notices to you: by email to the Administrator or billing email on the Account, or by notice in the App or Account. Email notices are effective when sent to the last address provided.

27.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of the AI Provider, Apple, Vercel, Stripe or Internet infrastructure. Payment obligations are not excused.

27.6 Independent parties; no third-party beneficiaries. The parties are independent contractors. There are no third-party beneficiaries, except that the persons indemnified under 23.1 may enforce that section.

27.7 Severability; waiver. If a provision is unenforceable, it is modified to the minimum extent necessary and the rest remains in effect. A waiver must be in writing; failure to enforce is not a waiver.

27.8 Interpretation. "Including" means "including without limitation". Headings are for convenience only. Electronic acceptance and signatures are binding.

28. Contact

[CANNOLI ENTITY], [ADDRESS] Legal: [LEGAL EMAIL] (legal@cannoli.ai) Privacy: [PRIVACY EMAIL] (privacy@cannoli.ai) Security: [SECURITY EMAIL] (security@cannoli.ai)