Terms of Service

1. Agreement; Acceptance; Parties

These Terms of Service ("Terms") are an agreement with Resolute Labs, Inc., a Delaware corporation ("Resolute," "we," or "us"). They govern access to Resolute's application, connected integrations, application programming interfaces (APIs), Model Context Protocol (MCP) interface, and related functionality (collectively, the "Services"). Our public website at resolute.fyi and waitlist also are described in our Privacy Policy. Simply visiting the public website or joining a waitlist does not, without more, constitute acceptance of these Terms.

You accept these Terms only by taking an affirmative action to agree when they are presented to you, such as selecting an acceptance box or button. Do not accept or access account-based Services if you disagree. Each natural person accepting the Terms is bound as a user with respect to that person's own use, account security, and conduct. If you accept for an organization, you represent that you are authorized to bind it; if authorized, that organization ("Organization Customer") is the contracting customer for its workspace, users, and approved purchases. An individual without that authority does not bind an organization solely by joining or using its workspace, but is independently bound by the obligations governing that individual's own acts. An unauthorized person must not purport to purchase on the organization's behalf.

A separate agreement validly accepted or executed with Resolute controls to the extent of an express conflict concerning its subject matter. An applicable order or plan disclosure controls the purchased features, price, duration, seat-count rules, and billing mechanics; the Resolute Data Processing Addendum ("DPA") posted at https://resolute.fyi/dpa is incorporated into these Terms by reference, applies automatically to each Organization Customer and to any other customer on whose behalf Resolute processes personal data of other people, and controls the personal-data processing it covers. No separate acceptance or signature is required for the DPA to apply; Resolute will countersign a copy on request. The Privacy Policy describes data-handling practices; these Terms contain the operative rights, obligations, and risk allocation for built-in AI features and customer-connected agents. The Privacy Policy does not expand our rights in Customer Content or waive mandatory privacy protections. Where Paddle is identified as seller at checkout, its buyer terms govern the sale, payment, and refund administration to the extent applicable; these Terms govern the software Services we provide.

2. Eligibility; Accounts; Organizations

The Services are offered for business, professional, academic, and research use only, including use by individual professionals, researchers, and students who are at least eighteen (18) years old. You must be at least eighteen (18) to create an account. By using the Services you represent that you are using them for business, professional, academic, or research purposes and not for personal, family, or household purposes. You must not use the Services where their provision or your access is prohibited by law.

Keep account details accurate; protect session credentials, integration grants, and API/MCP tokens; and report suspected unauthorized access promptly to legal@resolute.fyi. You are responsible for activity you authorize, direct, or permit through your credentials, but not for Resolute's own breach, negligence, or misconduct. Do not share credentials or circumvent access restrictions.

Organizations designate administrators and determine who may join, access workspace information, connect third-party accounts, or perform available actions. An Organization Customer is responsible for appropriately authorizing and supervising its members, agents, and administrators. Its administrators may manage membership and workspace settings. Removing a member ends that person's access to the organization's workspace. The person's own account, saved views, integration connections, and API tokens remain under that person's control; Sections 4 and 12 explain how to revoke credentials.

3. License; Acceptable Use

Subject to these Terms and applicable plan limits, Resolute grants you a limited, nonexclusive, nontransferable, nonsublicensable license during your authorized access period to use the Services for lawful personal or internal organizational work. We do not transfer title to software, source code, interfaces, or model-provider technology.

You may not: (a) use the Services or connected systems without lawful authorization; (b) infringe or violate others' intellectual-property, privacy, confidentiality, security, or access rights; (c) introduce malware or undertake credential abuse, unauthorized scanning, denial-of-service activity, or efforts to bypass technical or usage restrictions; (d) scrape, reverse-engineer, replicate, or extract software or models except to the extent applicable law prohibits restriction; (e) resell, sublicense, or offer the Services as a competing service without our permission; or (f) use the Services to facilitate unlawful discrimination, fraud, stalking, or harassment. You must comply with terms governing the third-party systems you choose to connect.

The Services and AI-generated suggestions are not professional advice. Do not rely on them without appropriate human assessment for health, safety, employment, credit, legal rights, or similarly consequential decisions. We may apply proportionate rate limits and other protections to prevent misuse.

Sensitive and regulated information. Unless Resolute expressly agrees in a separate writing to appropriate technical and contractual safeguards, you must not knowingly submit through the Services as prompts, project specifications, tracker content or other Customer Content protected health information subject to HIPAA, full payment-card account numbers, passwords or private authentication secrets unrelated to a supported connection process, government-issued identification numbers, or other data whose lawful processing requires security or contractual controls materially beyond those described in the applicable DPA and Services documentation. This restriction does not prohibit using the supported integration-credential workflow described in Section 4, or relieve Resolute of obligations imposed by law for data actually received.

AI-specific restrictions. You must not use AI features or their Outputs to impersonate a real person deceptively, generate unlawful or intentionally misleading material, evade access or model safety controls, obtain data outside your authorization, or make or substantially determine decisions about a person's employment, housing, credit, insurance, medical treatment, legal rights, or physical safety without the legally required safeguards and appropriately qualified human review. The Services are not designed or represented as a certified high-risk decision system. You are responsible for determining whether your intended use is lawful and appropriate, obtaining notices and consents, and imposing additional controls required by law. These restrictions do not reduce any duties Resolute itself owes under law.

4. Connected Systems; Actions; External Agents

You may authorize connections to third-party services such as Linear, Jira, Shortcut, and GitHub. Permissions differ by provider. Depending on the connected provider and credentials, Resolute may read information or transmit authorized changes affecting issue titles, statuses, assignees, estimates, relationships, projects, milestones, comments, or deletion of items. GitHub is presently used to display pull-request status rather than to write changes to GitHub. Actions in a connected tracker can affect live records and may be difficult or impossible to reverse. You confirm that you have authority from the relevant customer and third-party account holder to connect data and request each action.

Some actions proposed within Resolute's built-in AI-assisted interface require user confirmation before write-back. That confirmation is not a universal approval control. An external AI agent or integration invoking a valid API/MCP credential may act without the same in-app confirmation and, within the token holder's available permissions, may read, create, modify, or delete records. By intentionally issuing a credential, giving an agent access, or authorizing an integration to act, you authorize instructions and actions transmitted through that access to the extent of the permissions you granted, whether initiated by a person or an automated system. As between Customer and Resolute, Customer remains responsible for choosing and configuring independent agents, setting appropriate access scopes, approving use within its organization, monitoring activity, and assessing results. These allocations do not excuse Resolute's own breach, negligent conduct, unlawful processing, or acts outside the authorized scope.

Agent-related risks. Customer acknowledges that independent agents may misinterpret instructions, rely on inaccurate or manipulated source material, repeat an action, or cause unexpected downstream changes, including changes that are difficult to reverse. Before enabling write access, Customer should consider least-privilege credentials, internal approval rules, change review, and recoverable source records. Resolute does not supervise every external agent command or guarantee its suitability; it may refuse, rate-limit, disable or suspend affected API/MCP access for security, misuse, legal or system-integrity reasons, subject to applicable law and paid-plan commitments.

Protect credentials; do not give an agent broader permission than necessary; promptly request credential revocation and disconnect affected integrations if access should end or compromise is suspected. Removing a workspace member or ending a session does not revoke separately issued API/MCP credentials; revoke those separately. Contact legal@resolute.fyi for assistance with an outstanding token or unauthorized connection. We may restrict or disable credentials or integrations to respond to security threats or misuse.

Each connected system is governed by its own terms, permissions, availability, and data practices. Resolute does not control independent third-party providers or their changes, and a feature that relies on an external API may become unavailable when that provider changes its service. This does not excuse Resolute's own obligations under these Terms or applicable law.

5. Customer Content; Processing License

"Customer Content" means material submitted by you or retrieved through connections you authorize, including tracker issues, comments, metadata, project relationships, and text provided to AI features. Customer Content may include information about people who are not Resolute users. As between the parties, the applicable customer and its licensors retain their rights in Customer Content. You represent that you hold the permissions and legal bases necessary to provide it, connect its source, direct processing, and request write-back actions.

You grant Resolute and the vendors acting for it a nonexclusive, worldwide, royalty-free license, only for the purposes and period reasonably necessary, to access, host transiently, transmit, display, structure, transform, analyze, create requested results from, and write back Customer Content to provide authorized functionality; support, maintain, and secure the Services; investigate misuse; and comply with applicable law. This includes transmitting selected Customer Content to the AI inference vendor when you invoke an AI feature. We may preserve limited records as permitted by law, agreed instructions, and the Privacy Policy. This permission does not authorize selling Customer Content, advertising using tracker content, or training Resolute's own general-purpose models on Customer Content without a separate lawful basis and authorization.

Tracker records are ordinarily fetched from connected systems as needed rather than stored in their entirety in Resolute's database. Saved views, derived settings, selected AI results, progress reports from agents connected through the MCP interface, audit or operational records, and browser-local drafts may remain in other locations or for different periods. The Privacy Policy describes those distinctions and procedures for access and deletion requests. You retain responsibility for the accuracy and lawful classification of your data and for maintaining appropriate independent source records and backups.

AI inputs and outputs. For these Terms, "AI Inputs" are Customer Content or instructions provided to or retrieved for a built-in AI feature, and "AI Outputs" are text, suggestions, estimates, plans, explanations, or other material generated in response. AI Inputs, and portions of AI Outputs containing or revealing Customer Content or Confidential Information, receive the confidentiality and permitted-processing protections applicable to that underlying information. To the extent an AI Output contains Customer Personal Data, it is also governed by the DPA. These protections do not assign ownership of Resolute's software, workflows, system prompts, preexisting materials, or underlying technology, and do not make nonprotectable outputs exclusive.

6. AI Features; Outputs

Built-in AI features, which presently include Graph Assistant, Blocker Discovery, Estimate Agent, and Spec → Graph, may transmit selected tracker information and user-supplied text from Resolute's servers to Anthropic for inference. These features generate predictions, recommendations, draft plans, or proposed actions rather than independently verified facts. Outputs may be inaccurate, incomplete, outdated, biased, duplicative, or inappropriate for their intended use. Customer is responsible for evaluating Outputs, verifying important information against source records, testing consequential workflows, and ensuring adequate human review and authorization before relying on an Output or causing a connected-system change. A human-confirmation step in a built-in workflow does not apply to every separately authorized API/MCP operation (Section 4).

You retain any rights you hold in AI Inputs. As between you and Resolute, you may use AI Outputs generated in response to your authorized use for lawful purposes, and Resolute does not claim exclusive ownership merely because an Output was generated through the Services. To the extent Resolute holds assignable or licensable rights in an Output, it grants you a nonexclusive, worldwide, royalty-free license to use that Output for your lawful purposes, subject to third-party rights, these Terms, and applicable law. Outputs may be similar to results supplied to others, may not qualify for intellectual-property protection, and are not warranted unique or noninfringing. Resolute and its licensors retain their rights in underlying software, product designs, models, algorithms, system prompts, templates and technology. This paragraph does not give Resolute rights in Customer Content beyond Section 5.

Built-in AI processing is subject to the practices described in the Privacy Policy and the DPA. Resolute does not use customer tracker content or AI Inputs or Outputs to train or fine-tune its own general-purpose AI models or sell such content for model training, and does not opt AI Inputs or Outputs into Anthropic model training. This does not restrict lawful processing of limited operational telemetry for service performance and security, or govern independent customer-selected agent providers outside Resolute's built-in integration. Resolute uses, or has requested, zero data retention terms with its AI provider. Under those terms, the provider does not store prompts or responses at rest after the API response is returned. Zero data retention applies only to the models and features the provider designates as eligible, and the provider may retain content flagged by its safety systems and content it is legally required to hold. No Output constitutes independently verified fact or professional advice.

Models, providers, and feature evolution. Resolute may update or substitute AI models or supporting service providers; change prompts, tools or orchestration; adjust or withdraw particular AI capabilities; and impose reasonable quotas or safeguards to manage cost, security, abuse, or product performance. Such changes remain subject to applicable orders, material paid-service commitments, DPA subprocessor notice or objection duties, privacy requirements, and legally required notice or remedies. Neither the identification of Anthropic nor the current description of an AI feature constitutes a commitment to an unchanging vendor, model, feature, output quality, usage allowance, or roadmap.

7. Our Intellectual Property; Feedback; References

Resolute and its licensors retain all rights in the Services, trademarks, interface, documentation, code, and technology other than Customer Content and material owned by other parties. Except for the limited use license, no implied intellectual-property license is granted. You must not suggest our endorsement of you or your product without permission.

You may provide product ideas or feedback. We may use and incorporate voluntary feedback without payment under a perpetual, nonexclusive, worldwide, royalty-free license, but this does not authorize publication of confidential Customer Content embedded in feedback or change our obligations under Section 8.

For an Organization Customer only, each party permits the other to identify it by its business name and unmodified logo solely in a factual customer/vendor list, business presentation, or website reference; neither party may imply endorsement, disclose Confidential Information, or use an individual's name or likeness under this permission. Use must follow any brand guidelines supplied by the owner and stop within a reasonable time after a written objection or revocation. Neither party acquires ownership of the other's marks. No member lacking organizational authority may grant this permission for an employer or another organization.

8. Confidentiality; Privacy; Security Incidents

"Confidential Information" means nonpublic information a party discloses or makes available through the Services that is identified as confidential or reasonably should be understood as confidential, including nonpublic Customer Content, access credentials, product information, and business or technical information. Each party will use the other's Confidential Information only to perform or exercise its rights under these Terms, protect it with at least reasonable care, and disclose it only to personnel and service providers with a need to know and appropriate confidentiality duties. These protections apply whether the customer is an individual or an organization.

Confidential Information excludes material the recipient can demonstrate became public without breach, was lawfully known without restriction, was independently developed without use of the discloser's information, or was lawfully obtained from another source. A party may disclose information when legally compelled, using legally permitted advance notice and reasonable cooperation. The parties may seek available equitable relief for unauthorized use or disclosure.

Our Privacy Policy describes our handling of personal information and our respective roles when processing customer-directed tracker data. The DPA governs covered personal-data processing and any additional incident obligations. We use authentication, access controls, and encrypted network transmission, but no system is completely secure, and we do not promise particular certifications, uptime, or data locations except as stated in the DPA or an order.

If Resolute becomes aware of unauthorized acquisition of, access to, or disclosure of Customer Content in systems under its control or at service providers processing Customer Content for Resolute, and the event is reasonably likely to materially compromise the confidentiality or security of that content (a "Security Incident"), we will notify affected customers without undue delay following a reasonable initial assessment, to the extent legally permitted. We will provide material facts then known, reasonably available updates, and appropriate investigation and containment measures. We will not postpone any notice required by law or the DPA merely to complete a forensic investigation. Unsuccessful attempts, immaterial events, and incidents solely involving an independent customer-selected provider do not, by themselves, trigger this separate contractual notice undertaking. Any broader or earlier notice obligation imposed by applicable law or the DPA remains controlling. Notice is not an admission of fault.

9. Free, Trial, and Evolving Features

We may provide free, pilot, evaluation, or beta features without charge. They may have different limits, reliability, availability, or support and may be modified or discontinued. We may adjust Service functionality for legal, security, technical, or product reasons, subject to material commitments on an active paid plan, applicable notice, and nonwaivable customer remedies. No service-level agreement, uninterrupted access guarantee, or particular roadmap commitment applies unless expressly agreed in writing.

10. Paid Plans; Seats; Renewal

Paid subscriptions apply only when available and affirmatively purchased through an identified checkout or accepted order. Before purchase, the seller’s checkout must disclose the selected plan, initial charge and applicable taxes, renewal frequency and billing date or how it is determined, cancellation method, and the applicable per-seat pricing, seat-count adjustment and proration rules. If charges vary with the number of paid seats, the order must state the per-seat rate or another clear method for determining those charges. An automatically renewing plan renews for the disclosed period until properly canceled. The seller will obtain consent required by applicable law for recurring charges and provide confirmations, renewal reminders, price-change notices, and consent or cancellation mechanisms to the extent required for the particular transaction.

If the checkout identifies a Paddle entity as merchant of record, that entity is the seller of the subscription and administers payment collection, taxes, invoicing, subscription cancellation, and refunds under the Paddle buyer terms and refund policy supplied for the transaction. Resolute delivers and supports the Services. Resolute may receive subscription identifiers, billing status, organization and seat information, and related records, as explained in our Privacy Policy. If a different seller is shown, the transaction terms must identify the different arrangement before purchase.

For an Organization Customer, an authorized purchaser must approve the initial paid subscription, including the disclosed per-seat rate and any mechanism under which charges change when members or paid seats are added or removed. Once the organization has accepted a plan expressly providing for such variable seat-based charges, it authorizes its designated administrators to adjust membership or enabled paid-seat counts within the Services, with resulting subscription and proration charges calculated under the accepted plan terms; a separate purchase approval for each seat change is not required unless the order or applicable law requires one. The organization is responsible for controlling its administrators and membership decisions. Inviting a member does not authorize that invitee to enter new purchase terms for the organization. Seat reductions take effect under the disclosed billing rules and do not necessarily produce a refund for a partially used term. No charge or change of terms is authorized beyond the accepted pricing framework or applicable law.

11. Cancellation; Refunds; Service Discontinuation

An automatically renewing subscription may be canceled using the method identified at checkout or in the subscription confirmation, including the merchant of record’s available online cancellation method, and through any additional method applicable law requires. For a Paddle-sold plan, the transaction’s buyer terms and confirmation will identify how to request cancellation through Paddle. Resolute will not unreasonably obstruct a valid cancellation request received by Resolute and will reasonably facilitate its referral to the seller where necessary. A customer does not lose a statutory cancellation right merely because a request was directed to Resolute rather than the identified merchant of record.

An effective cancellation stops charges for later renewal periods. Ordinarily, access continues until the end of the already-paid period, subject to suspension for serious misuse, the applicable transaction terms, and law. Unless the seller's refund policy, a specific plan commitment, our material failure to provide paid Services, or law provides otherwise, a cancellation does not automatically refund the current period. Refund and cancellation rights that applicable law makes nonwaivable are not limited. Paddle's refund policy and buyer terms govern requests for refunds on Paddle-sold subscriptions to the extent lawful; Resolute will cooperate concerning failures of its Services.

Closing an account, removing a member, or disconnecting an integration is distinct from terminating a recurring purchase. A communication that reasonably requests cancellation of a paid subscription will be handled as a cancellation request rather than rejected for using account-closure terminology. Any necessary account identifiers or verification must be limited to what reasonably protects the customer and prevents unauthorized cancellation. If Resolute permanently discontinues a material paid feature before the paid term expires without substantially equivalent functionality, the customer is entitled to any proportionate credit, replacement, or refund required by the seller's terms or applicable law; any additional contractual remedy requires a separately disclosed agreement.

12. Suspension; Termination; Data

You may stop using the Services and request closure of an account or organization by contacting legal@resolute.fyi. We may suspend affected access when reasonably necessary to address suspected compromise, material abuse, unlawful activity, unpaid charges, or a material breach. Where feasible, we will provide notice and an opportunity to cure an ordinary curable breach; immediate action may be taken when necessary to protect security, people, or data or when notice is prohibited by law. We may terminate for an uncured material breach after reasonable notice or terminate free/beta offerings on reasonable advance notice when practicable. Law and any paid-plan commitments govern related remedies.

Termination ends the right to use the affected Service. It does not necessarily delete a separate user account, preserved logs, saved views, browser-local drafts, billing events, integration metadata, or manually issued API-token records. Account and organization deletion requests are handled by contacting us at legal@resolute.fyi and are completed within thirty (30) days, subject to the retention periods in the Privacy Policy and applicable law. Removing an organizational member revokes that person's workspace access but does not revoke separately issued credentials or delete that person's own account. Customers should separately remove external-agent access, revoke applicable tokens, and administer data held by their connected service providers. Resolute does not promise to erase records from third-party trackers or storage on a customer's device.

Accrued payments and provisions governing intellectual property, permitted retention, confidentiality, warranty disclaimers, indemnification, liability allocation, and dispute resolution survive as appropriate. Ending Service access does not alone cancel recurring charges; Section 11 governs subscription cancellation.

13. Warranties; Disclaimers

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES, INTEGRATIONS, OUTPUTS, AND FREE OR BETA FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE." RESOLUTE DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT AI RESULTS ARE ACCURATE; THIRD-PARTY INTEGRATIONS WILL REMAIN AVAILABLE; CUSTOMER DATA WILL BE RECOVERABLE; OR THE SERVICES WILL OPERATE WITHOUT INTERRUPTION OR ERROR. NOTHING HERE EXCLUDES A WARRANTY OR REMEDY THAT APPLICABLE LAW MAKES NONWAIVABLE.

14. Liability Allocation

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR LOST PROFITS OR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY. THIS EXCLUSION DOES NOT ELIMINATE AMOUNTS PAYABLE ON COVERED THIRD-PARTY CLAIMS UNDER SECTION 15, INCLUDING REASONABLE DEFENSE COSTS AND APPROVED SETTLEMENTS, OR OTHERWISE APPLY WHERE LAW PROHIBITS AN EXCLUSION.

TO THE FULLEST EXTENT PERMITTED BY LAW, RESOLUTE'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) US $100 AND (B) THE LESSER OF (I) FEES ACTUALLY RECEIVED BY RESOLUTE FOR THE CUSTOMER'S USE OF THE AFFECTED SERVICES IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (II) US $10,000. FOR PURPOSES OF THIS CALCULATION, FEES COLLECTED BY AN IDENTIFIED MERCHANT OF RECORD FOR THE APPLICABLE SERVICE ARE TREATED AS RECEIVED BY RESOLUTE TO THE EXTENT REMITTED OR PAYABLE TO IT, EXCLUDING TAXES AND AMOUNTS REFUNDED.

THESE LIMITATIONS DO NOT EXCLUDE LIABILITY THAT CANNOT LAWFULLY BE LIMITED, INCLUDING LIABILITY FOR FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE TO THE EXTENT NONWAIVABLE, OR RESTRICT MANDATORY PRIVACY, SECURITY, OR REFUND REMEDIES. THE LIMIT APPLIES TO CLAIMS AGAINST RESOLUTE, NOT TO A CUSTOMER'S PAYMENT OBLIGATIONS OR EXPRESS BUSINESS-CUSTOMER INDEMNITY UNDER SECTION 15. THE PARTIES ALLOCATE THESE RISKS IN VIEW OF THE NATURE AND PRICE OF THE SERVICES.

15. Organization-Customer Indemnity

An Organization Customer will defend and indemnify Resolute and its directors, officers, employees, and authorized agents against third-party claims, and pay reasonable defense costs, judgments, and settlements approved as described below, to the extent arising directly from (a) Customer Content the organization lacked legal authority to provide or direct us to process; (b) unlawful instructions or unauthorized tracker actions initiated or authorized by the organization or persons for whom it is responsible; or (c) a material violation of Section 3. This duty does not apply to the extent a claim arises from Resolute's own breach, negligent act, misconduct, or processing beyond the permission granted by the customer.

Resolute will give reasonably prompt notice of a covered claim (a delay excuses performance only to the extent it materially prejudices the defense), provide reasonable cooperation at the organization's expense, and permit the organization to control the defense with competent counsel. The organization may not settle by admitting fault on Resolute's behalf, imposing nonmonetary obligations, or failing to secure a full release without Resolute's written approval, not unreasonably withheld. Resolute may participate with separate counsel at its own expense. The covered beneficiaries under this Section may enforce this indemnity notwithstanding the general third-party-rights provision.

16. Disputes; JAMS Arbitration; Applicable Law

PLEASE READ THIS SECTION CAREFULLY. SUBJECT TO THE EXCEPTIONS BELOW, IT REQUIRES RESOLUTE AND YOU TO RESOLVE DISPUTES THROUGH INDIVIDUAL BINDING ARBITRATION RATHER THAN A COURT OR JURY, AND RESTRICTS CLASS OR REPRESENTATIVE PROCEEDINGS TO THE EXTENT LAWFUL.

Informal resolution. Before starting arbitration or litigation, the complaining party will send written notice describing the dispute and requested relief and allow thirty (30) days for a good-faith response, unless a statute of limitations, emergency relief, or mandatory law requires earlier action. Send notice to legal@resolute.fyi; Resolute may use the email address associated with your account. Either party may request an informal conference. This step does not bar legally protected regulatory complaints or other mandatory remedies.

Agreement to arbitrate. Except for claims properly brought in small-claims court, actions to protect intellectual property or confidential information pending arbitration, and relief that applicable law requires be available in court, any dispute between you and Resolute arising out of or related to these Terms, an account, or the Services will be resolved by a neutral arbitrator through final, binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures, or its Streamlined Arbitration Rules and Procedures where the amount in controversy qualifies. The Federal Arbitration Act governs this agreement to arbitrate. The arbitrator may award all individual relief otherwise available under applicable law, including attorneys' fees where authorized, and will issue a reasoned written award. Court review of an award is available as the law permits.

Procedure; costs. Each party will bear its own attorneys' fees and its share of JAMS fees as allocated under the applicable rules, unless the arbitrator awards fees as authorized by law or these Terms. Any hearing will take place in Contra Costa County, California, unless the parties agree otherwise or the arbitrator determines that a remote hearing is appropriate. The parties may be represented by counsel and obtain reasonable disclosure of information relevant to the dispute.

Individual proceedings. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WILL BRING A CLAIM ONLY IN ITS OWN CAPACITY AND NOT AS A PLAINTIFF, CLAIMANT, OR MEMBER OF A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING; THE ARBITRATOR MAY NOT CONSOLIDATE SEPARATE PERSONS' CLAIMS WITHOUT THEIR AGREEMENT. This paragraph does not waive any nonwaivable right to seek public injunctive relief or other statutory relief in an appropriate forum. If a court finds that a request for such relief cannot lawfully be arbitrated, only that request will proceed in court, and other arbitrable claims may be stayed or proceed separately as ordered. If the class-proceeding limitation is unenforceable as to a particular claim, that claim will proceed in court rather than class arbitration unless all parties agree otherwise.

Law and courts. California law governs these Terms without regard to conflicts principles. Courts in Contra Costa County, California, or the United States District Court for the Northern District of California, if jurisdiction exists, have exclusive jurisdiction over litigation permitted by this Section, subject to either party's right to proceed in an appropriate small-claims court. Nothing restricts reports to regulators, legally protected complaints, or public injunctive relief.

17. Changes; Notices

We may update these Terms prospectively as the Services or applicable law changes. We will identify the revised version and provide reasonable advance notice of material changes by email or in-product notice. A material change will bind a customer only where a legally sufficient acceptance or notice-and-assent process applies; where affirmative acceptance is required, we will request it. Refusal of new Terms may require discontinuing future use, but will not retroactively alter accrued claims or paid entitlements without lawful agreement. Price and subscription changes remain subject to Section 10 and applicable renewal law.

Ordinary Service notices may be sent electronically to the contact details supplied to us, subject to applicable consent and disclosure requirements. Keep those details current. A separately executed agreement may specify different formal notice procedures.

18. Assignment; General Provisions

An Organization Customer may not assign its rights under these Terms without Resolute's prior written consent, except as mandatory law permits. Resolute may assign these Terms without customer consent to an affiliate or successor in a merger, reorganization, change of control, sale of assets, or comparable transaction; the transferee assumes the assigned duties, and any legally required privacy notices or processing protections remain applicable. Assignment does not expand permitted uses of Customer Content.

If a provision is unenforceable, it will be enforced to the lawful extent or severed without impairing the rest, subject to the more specific arbitration severability provisions in Section 16. Failure to enforce is not waiver. Neither party is liable for delay due to events outside its reasonable control if it takes reasonable mitigation steps, except for accrued payment obligations and duties that cannot lawfully be excused. These Terms, together with accepted orders and any controlling separate agreement validly accepted or executed under Section 1, are the entire agreement regarding their subject matter. Except for the express indemnity beneficiaries in Section 15, they create no third-party enforcement rights.

Questions about these Terms: Resolute Labs, Inc., legal@resolute.fyi; https://resolute.fyi.