Terms of Service

Offline Intelligence Inc. ("Offline Intelligence," "we," "us," or "our") operates offlineintelligence.io and develops software products including Offline Counsel AI. These Terms of Service govern your use of our website and software products.

By accessing this website or installing our software, you agree to these Terms. If you do not agree, do not use the website or install the software.

Upon payment of the applicable one-time license fee, Offline Intelligence grants you a perpetual, non-exclusive, non-transferable license to install and use the purchased software product on hardware you own or control.

What Your License Includes

• —Installation on hardware owned or controlled by you or your organization
• —Use by the number of seats or users specified in your purchase order
• —Access to software updates released during any applicable maintenance period
• —Use of included open-source model weights subject to their respective licenses

What Your License Does Not Include

• —Redistribution or resale of the software or any component to third parties
• —Sublicensing to other organizations without a separate written agreement
• —Reverse engineering or extraction of proprietary model fine-tuning layers
• —Use in any application that would violate applicable export control regulations

There are no recurring subscription fees, auto-renewal charges, or usage-based billing. Your license does not expire. Software updates and priority support may be available under a separate maintenance agreement.

Offline Intelligence offers a 30-day pilot program for qualified organizations. The pilot is provided at no charge and requires no payment method at enrollment.

• —Pilots are available to law firms, legal departments, and defense contractors by application
• —No credit card or billing information is collected during the pilot period
• —At the end of the pilot, you may purchase a perpetual license or discontinue use with no obligation
• —Pilot software must be uninstalled upon expiration if a license is not purchased

We will not auto-charge you at the end of a pilot. Any transition to a paid license requires a separate purchase order or written agreement.

Offline Intelligence products are professional productivity tools. They are designed to assist licensed attorneys in research, drafting, and analysis. They are not a substitute for professional legal judgment and do not create any attorney-client, attorney-work-product, or fiduciary relationship between Offline Intelligence and any end user or their clients.

• —AI output may contain errors, omissions, or outdated information
• —Jurisdiction-specific requirements may not be reflected in AI-generated content
• —All AI output used in client matters must be reviewed and verified by the supervising attorney
• —Attorneys retain full professional responsibility for work product delivered to clients

Nothing in these Terms limits the professional obligations of attorneys using our products. Users remain fully subject to their applicable rules of professional conduct, including ABA Model Rules 1.1 (Competence) and 5.3 (Responsibilities Regarding Nonlawyer Assistance).

Offline Intelligence products incorporate open-source software components, including large language model weights and inference runtimes. These components are governed by their respective licenses.

• —Inference runtime components are licensed under the Apache License 2.0
• —Included base model weights are subject to their respective model licenses (e.g., Meta Llama Community License)
• —Offline Intelligence proprietary fine-tuning layers, UI, and tooling are not open-source

Copies of applicable open-source licenses are included in the software distribution. Source code for Apache 2.0 components is available upon written request to legal@offlineintelligence.io.

You agree to use Offline Intelligence products and this website only for lawful purposes and in accordance with these Terms. You agree not to:

• —Use the software or website in violation of any applicable law or regulation
• —Attempt to circumvent any license enforcement or access control mechanism
• —Use the software to generate content intended to deceive courts, tribunals, or opposing counsel
• —Export or re-export the software in violation of U.S. Export Administration Regulations or applicable sanctions
• —Represent AI-generated output as independently verified work product without attorney review

The Offline Intelligence name, logo, and branding, and all proprietary software components including fine-tuned model layers, user interface, and tooling are the exclusive property of Offline Intelligence Inc. and are protected by copyright, trademark, and trade secret law.

Nothing in these Terms transfers any ownership rights to you. Your license to use the software is limited to the scope described in Section 02.

This website and its original content remain the property of Offline Intelligence. You may not reproduce, distribute, or create derivative works from website content without prior written consent.

The software and website are provided "AS IS" and "AS AVAILABLE" without warranty of any kind. To the fullest extent permitted by applicable law, Offline Intelligence disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Offline Intelligence does not warrant that the software will be error-free or that AI output will be accurate, complete, or suitable for any particular legal matter. The accuracy of AI-generated content depends on the underlying model, the quality of prompts, and the specific legal context — all of which are outside our control once the software is deployed on your hardware.

To the fullest extent permitted by applicable law, Offline Intelligence and its officers, directors, employees, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of the software or website, including but not limited to:

• —Reliance on AI-generated output in legal proceedings or client matters
• —Loss of data, documents, or work product stored locally on your hardware
• —Any professional liability arising from your use of our software
• —Interruptions, errors, or inaccuracies in AI output

Our total aggregate liability for any claims arising under these Terms shall not exceed the amount you paid for the applicable software license in the 12 months preceding the claim.

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles. Any dispute arising under these Terms shall be resolved exclusively in the state or federal courts located in Delaware.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions continue in full force and effect. These Terms constitute the entire agreement between you and Offline Intelligence with respect to the subject matter herein and supersede all prior agreements.

We may update these Terms when our products or legal obligations change. We will post the updated Terms on this page with a revised effective date. For material changes affecting existing licensees, we will provide notice by email or through the website. Your continued use of the software or website after an update constitutes acceptance of the revised Terms.

Changes to these Terms do not affect the scope of perpetual licenses already granted. Section 02 (Software License) terms in effect at the time of purchase govern the rights conveyed by that purchase.

For legal inquiries, contract matters, licensing questions, or Terms of Service concerns, contact us at:

For privacy-related requests, data access inquiries, or GDPR/CCPA matters, contact privacy@offlineintelligence.io. See our Privacy Policy for full details.