1. Acceptance of Terms
By downloading, installing, or using Counsely ("the App," also referred to as the "Licensed Application"), you agree to be bound by these Terms of Service and End-User License Agreement ("Terms" or "EULA"). If you do not agree to these Terms, do not use the App.
You acknowledge that this EULA is concluded between you and Caetano Spuldaro Neto ("the Developer") only, and not with Apple Inc. ("Apple"). The Developer, not Apple, is solely responsible for the Licensed Application and its content. This EULA may not provide for usage rules that conflict with the Apple Media Services Terms and Conditions as of the date you accepted these Terms.
2. License
The Developer grants you a non-transferable license to use the Licensed Application on any Apple-branded products that you own or control, and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions. The Licensed Application may also be accessed and used by other accounts associated with you via Family Sharing or volume purchasing.
3. Description of Service
Counsely is an AI-powered mobile application that assists users in:
- Analyzing contracts: Scanning or uploading documents and receiving AI-generated risk assessments, summaries, and clause-by-clause analysis.
- Creating contracts: Generating contract drafts based on user-provided information through a guided Q&A process.
4. Important Disclaimer — Not Legal Advice
Specifically:
- All analyses, risk assessments, summaries, and contract drafts generated by the App are AI-generated content and are provided for informational purposes only.
- The App does not replace, and is not a substitute for, the advice of a qualified legal professional.
- You should always consult a licensed attorney before signing, acting on, or relying upon any contract or analysis produced by the App.
- The developer of Counsely is not a law firm, does not practice law, and does not provide legal representation.
- AI-generated content may contain errors, omissions, or inaccuracies. You are solely responsible for reviewing and verifying any content produced by the App.
By using the App, you acknowledge and agree that you will not rely on AI-generated content as legal advice.
5. AI-Generated Content
5.1 Nature of AI Content
Content produced by Counsely — including contract drafts, risk analyses, clause summaries, and recommendations — is generated by an external AI system. This content:
- Is clearly marked as AI-generated within the App and on exported documents.
- May not reflect the latest legal developments, regulations, or case law in your jurisdiction.
- Should be reviewed by a qualified professional before use in any legal, commercial, or personal matter.
5.2 Accuracy
While we strive for accuracy, we do not warrant that AI-generated content is complete, correct, current, or suitable for any particular purpose. The AI system may produce different results for the same input at different times.
5.3 Intellectual Property of Generated Content
Contract drafts and analyses generated by the App based on your inputs are yours to use. You may export, share, edit, and sign them. However, the underlying AI technology, prompts, design, and App code remain the intellectual property of the Developer.
6. User Responsibilities
You agree to:
- Provide accurate and complete information when using the contract creation features.
- Review all AI-generated content before relying on it.
- Not use the App for any unlawful purpose.
- Not attempt to reverse-engineer, decompile, or extract the source code of the App.
- Not use the App to generate contracts intended to defraud, deceive, or harm others.
- Not use the App to circumvent or violate any applicable law or regulation.
- Comply with all applicable third-party terms of agreement when using the App (for example, your wireless data service agreement or any other service agreement relevant to your use of the App).
7. Privacy
Your use of the App is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review the Privacy Policy for details on how your data is handled.
8. In-App Purchases and Subscriptions
8.1 Free Tier
The App includes a free tier with limited monthly usage (analyses and contract creations). Free tier limits reset on the first day of each calendar month.
8.2 Credit Packs
You may purchase credit packs as consumable in-app purchases. Credits are universal (usable for analyses and contract creation), do not expire, and are non-refundable except as required by applicable law or Apple's refund policies.
8.3 Pro Subscriptions
Pro Monthly and Pro Annual subscriptions provide enhanced monthly usage limits and access to premium features (additional languages, bilingual contracts, auto-analysis). Subscriptions auto-renew unless canceled at least 24 hours before the end of the current period.
8.4 Payment and Billing
All purchases are processed by Apple through the App Store. Payment is charged to your Apple ID account. Subscription management and cancellation are handled through your Apple ID settings. Refund requests should be directed to Apple.
8.5 Price Changes
Prices may change from time to time. For subscriptions, price changes will be communicated in advance as required by Apple and applicable law.
9. Maintenance and Support
The Developer is solely responsible for providing any maintenance and support services with respect to the Licensed Application, as specified in this EULA or as required under applicable law. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Application.
10. Warranty
The Developer is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. To the maximum extent permitted by applicable law, the App is provided "as is" and "as available" without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
In the event of any failure of the Licensed Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Licensed Application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Licensed Application, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the Developer's sole responsibility.
11. Limitation of Liability
To the maximum extent permitted by applicable law:
- The Developer shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of the App.
- The Developer shall not be liable for any loss, damage, or legal consequence resulting from reliance on AI-generated content.
- The Developer's total liability for any claim arising from or related to the App shall not exceed the amount you paid for the App in the 12 months preceding the claim.
12. Product Claims
You acknowledge that the Developer, not Apple, is responsible for addressing any claims you or any third party may have relating to the Licensed Application or your possession and/or use of the Licensed Application, including but not limited to: (i) product liability claims; (ii) any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation. This EULA does not limit the Developer's liability to you beyond what is permitted by applicable law.
13. Intellectual Property
You acknowledge that, in the event of any third-party claim that the Licensed Application or your possession and use of the Licensed Application infringes that third party's intellectual property rights, the Developer, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
14. Indemnification
You agree to indemnify, defend, and hold harmless the Developer from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:
- Your use of the App.
- Your reliance on AI-generated content.
- Your violation of these Terms.
- Any contract or document you create, sign, or distribute using the App.
15. Legal Compliance
You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
16. Termination
We reserve the right to terminate or suspend your access to the App at any time, with or without cause, with or without notice. Upon termination, your right to use the App ceases immediately. Provisions that by their nature should survive termination (including Sections 4, 10, 11, 12, 13, and 14) shall survive.
17. Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of the United Arab Emirates and the applicable laws of the Emirate of Dubai, without regard to its conflict of law provisions. Any disputes arising from these Terms or your use of the App shall be resolved in the courts of Dubai, UAE, unless otherwise required by mandatory consumer protection laws in your jurisdiction.
For users in the European Union, you may also use the European Commission's Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr.
18. Third-Party Beneficiary
You acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of this EULA, and that, upon your acceptance of the terms and conditions of this EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce this EULA against you as a third-party beneficiary thereof.
19. Changes to Terms
We may modify these Terms at any time. Updated Terms will be posted within the App or on our website with a new "Last Updated" date. Continued use of the App after changes constitutes acceptance of the modified Terms. If you do not agree to the changes, you should stop using the App.
20. Severability
If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
21. Entire Agreement
These Terms, together with the Privacy Policy, constitute the entire agreement between you and the Developer regarding the use of the App, and supersede any prior agreements.
22. Contact
For questions about these Terms, contact the Developer:
Developer: Caetano Spuldaro Neto
Address: Orchid Street, Dubai, UAE
Phone: +971 52 890 0272
Email: support@counsely.legal