Terms of Service
Last updated: April 15, 2026 · Document version 3.0
Read me first. If you are buying Esqio for a firm, your signed Master Services Agreement ("MSA"), Data Processing Addendum ("DPA"), Order Form, and Service Level Agreement ("SLA") govern our relationship with your firm and prevail over these online Terms in case of conflict. These online Terms apply to website use and to self-service trials or free tiers that are not covered by an MSA.
1. Parties, Acceptance, and Authority
These Terms of Service ("Terms") are entered into between Esqio Technologies, Inc., a Delaware C-Corporation ("Esqio," "we," "us," or "our"), and the individual or legal entity agreeing to them ("you," "Customer"). You represent that you are at least 18 years of age and, if agreeing on behalf of an organization, that you have authority to bind the organization to these Terms. By clicking "Accept," signing a related Order Form, or using the Services, you agree to these Terms.
2. Services
Esqio provides a consent-based AI timekeeping and billing automation platform and related software, websites, integrations, APIs, and support (collectively, the "Services") primarily for law firms, consulting firms, accounting firms, and other professional-services organizations. Specific feature availability depends on the plan purchased. We may enhance, modify, or deprecate features with reasonable notice, provided that we do not materially degrade the core functionality of a plan during a paid term.
3. Orders, Fees, Payment, and Taxes
Subscription fees, tier, user count, term, and payment cadence are set out on the applicable Order Form. Unless otherwise stated:
- Annual Subscription Fees are invoiced in advance and payable within 30 days of invoice.
- Monthly plans are charged in advance via the payment method on file.
- User additions during a term are prorated; removals credit toward the next renewal, subject to contract minimums.
- Unpaid invoices accrue interest at the lesser of 1.5% per month or the maximum permitted by law.
- Fees exclude applicable taxes; you are responsible for all sales, use, VAT, GST, and similar taxes, excluding Esqio's income taxes.
- Fee changes take effect at renewal with at least 60 days' notice. Multi-year Order Forms lock fees for the agreed term.
4. Customer Data and License
"Customer Data" means data submitted by or for the Customer through the Services, including time entries, narratives, and integration metadata. Customer retains all right, title, and interest in Customer Data. Customer grants Esqio a limited, non-exclusive, worldwide license to host, reproduce, transmit, and process Customer Data solely to provide the Services to Customer and as permitted by the MSA, DPA, and these Terms.
Esqio will not (i) use Customer Data to train, fine-tune, or improve shared or general-purpose AI models, (ii) disclose Customer Data except as permitted by the MSA, DPA, or these Terms, or (iii) access Customer Data except as strictly necessary to provide the Services, with access logged in the audit trail and available to Customer.
5. Confidentiality; Attorney–Client Privilege
Each party acknowledges that it may receive non-public information of the other party ("Confidential Information"). Each party will protect Confidential Information with at least the same degree of care it uses for its own similar information and in no event less than a reasonable standard of care, and will use Confidential Information only to perform under these Terms.
Esqio acknowledges that Customer Data may include communications and work product subject to the attorney–client privilege, the work-product doctrine, and related protections. Esqio is engaged as a technology service provider and does not form an attorney–client relationship with any party by virtue of providing the Services. Esqio personnel are contractually bound to preserve privilege and will not access, disclose, or produce Customer Data except as strictly required, with notice to Customer where lawfully permitted.
6. Data Protection, Security, and Compliance
Esqio's data protection obligations are set out in the DPA, which is incorporated into these Terms where the parties have executed one, and in our Privacy Policy and Security & Data Handling Brief. Esqio maintains administrative, technical, and physical safeguards consistent with industry standards for B2B SaaS serving legal and professional-services clients, including (without limitation) AES-256 encryption at rest, TLS 1.3 in transit, SSO, MFA, role-based access, and a written incident response plan aligned to NIST SP 800-61.
Customer will use the Services in compliance with applicable law, including professional-conduct obligations (such as ABA Model Rules of Professional Conduct 1.1, 1.6, and 5.3), data-protection law (GDPR, UK GDPR, CCPA/CPRA, etc.), and client outside-counsel guidelines.
7. Acceptable Use
Customer, its personnel, and its authorized users (each an "Authorized User") will not:
- Use the Services in violation of any law, regulation, or third-party right;
- Attempt unauthorized access to the Services or to Esqio's systems, other customers' data, or any related network;
- Reverse engineer, decompile, disassemble, or derive source code from the Services, except to the extent permitted by applicable mandatory law;
- Transmit malware, conduct scanning or probing not authorized in writing, or interfere with Service availability;
- Resell, sublicense, or provide the Services to third parties, other than to Authorized Users in accordance with the Order Form;
- Use the Services to build a competing product;
- Circumvent seat, capacity, or tier limitations;
- Submit data that the Customer does not have authority to submit, or that violates export or sanctions laws.
Esqio may suspend Services, with notice where practicable, to address actual or reasonably suspected violations that threaten security, availability, or legal compliance.
8. Intellectual Property
Esqio and its licensors retain all right, title, and interest in and to the Services, including all software, models, algorithms, designs, documentation, and trademarks, and all improvements thereto. No rights are granted by implication. Customer may provide feedback; such feedback is provided royalty-free and Esqio may use it without obligation, provided that Esqio will not attribute feedback to Customer without permission.
9. AI-Generated Outputs
The Services generate time-entry drafts, narratives, task-code suggestions, and billing outputs (collectively, "AI Outputs"). AI Outputs are recommendations that require review and approval by Authorized Users before submission to a client, court, regulator, or billing system. Customer is solely responsible for (i) reviewing AI Outputs for accuracy, completeness, privilege, and OCG compliance, (ii) final professional judgment on every billed entry, and (iii) any consequence of submitting AI Outputs without review. Esqio does not guarantee accuracy or legal sufficiency of AI Outputs and does not provide legal advice by providing the Services.
10. Service Levels
Esqio's Service Level Agreement, where included with the plan or executed separately, governs uptime commitments and service credits. Target uptime is 99.9% on Firm plans and 99.95% on Enterprise plans (measured monthly, excluding scheduled maintenance and force majeure). Emergency maintenance may occur without advance notice; scheduled maintenance will be announced in advance.
11. Warranties and Disclaimers
Esqio warrants that it will provide the Services in a professional and workmanlike manner, consistent with the MSA and the DPA. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." ESQIO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ESQIO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT AI OUTPUTS WILL MEET CUSTOMER'S REQUIREMENTS.
12. Indemnification
By Esqio. Esqio will defend Customer against any third-party claim alleging that Customer's authorized use of the Services infringes a valid US patent, copyright, or trademark, and will indemnify Customer against damages finally awarded or amounts paid in settlement approved by Esqio. Esqio's obligation does not apply to claims arising from (i) Customer Data, (ii) combination of the Services with non-Esqio products or services, (iii) modifications not made by Esqio, or (iv) use after Esqio has provided a non-infringing alternative.
By Customer. Customer will defend Esqio against third-party claims arising from Customer Data, Customer's violation of these Terms, or Customer's use of the Services in violation of law or third-party rights, and will indemnify Esqio against resulting damages.
Process. The indemnified party will give prompt notice, sole control of defense to the indemnifying party, and reasonable cooperation at the indemnifying party's expense.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY. EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS IS LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER TO ESQIO IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
The foregoing limitations do not apply to (i) either party's indemnification obligations, (ii) breaches of confidentiality, (iii) Customer's payment obligations, or (iv) a party's gross negligence, fraud, or willful misconduct.
14. Term, Termination, and Survival
These Terms begin on acceptance and continue for the subscription term stated in the applicable Order Form, auto-renewing for equivalent terms unless either party gives at least 60 days' notice before renewal. Either party may terminate for material breach not cured within 30 days of written notice. Esqio may suspend Services for non-payment not cured within 15 days of notice.
Upon termination, Customer's access ends; Esqio will make Customer Data available for export in CSV and LEDES 2000 format for 30 days, after which Customer Data is deleted, except for backups subject to rolling deletion. Sections that by their nature should survive termination will survive, including Sections 4 (Customer Data), 5 (Confidentiality), 8 (IP), 11 (Disclaimers), 12 (Indemnification), 13 (Liability), 15 (Dispute Resolution), and 16 (Governing Law).
15. Dispute Resolution; Class-Action Waiver
The parties will attempt in good faith to resolve disputes through business negotiation for 30 days before any formal proceeding. Thereafter, disputes will be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules, seated in Wilmington, Delaware, in English, before one neutral arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive relief in any court of competent jurisdiction for misuse or infringement of intellectual property or breach of confidentiality.
TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES THE RIGHT TO PARTICIPATE IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION AGAINST THE OTHER. This Section does not apply where prohibited by mandatory law (e.g., certain consumer disputes in the EU/UK).
16. Governing Law
These Terms are governed by the laws of the State of Delaware, without reference to conflict-of-laws principles. The UN Convention on Contracts for the International Sale of Goods does not apply.
17. Compliance with Laws; Export
Each party will comply with applicable laws in performing under these Terms, including anti-bribery, anti-corruption, export control, and sanctions laws. The Services are subject to US export control laws; Customer will not export, re-export, or allow access from sanctioned jurisdictions or by sanctioned parties.
18. Force Majeure
Neither party is liable for failure or delay due to causes beyond its reasonable control, including natural disasters, acts of war or terrorism, pandemics, labor disruptions, failures of telecommunications or third-party services, and government orders. The affected party will use commercially reasonable efforts to mitigate and resume performance.
19. Changes to These Terms
We may update these online Terms from time to time. Material changes will be communicated by email (for active-account Customers) and by prominent notice on this page at least 30 days before taking effect. Continued use after the effective date constitutes acceptance. The version and date are tracked above. An executed MSA prevails over these online Terms for the Customer that signed it.
20. Miscellaneous
These Terms, together with any applicable Order Form, MSA, DPA, and SLA, constitute the entire agreement between the parties on their subject matter and supersede prior agreements. If any provision is held unenforceable, the remaining provisions continue in effect. No waiver is effective unless in writing and signed. Neither party may assign these Terms without the other's consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, with notice to the other party. Notices to Esqio must be sent to legal@esqio.ai with a copy to Esqio's registered agent. Notices to Customer will be sent to the administrative contact on the Order Form.
21. Contact
Legal & contracts: legal@esqio.ai
Procurement: contracts@esqio.ai
Privacy: privacy@esqio.ai
Security reports: security@esqio.ai
General support: contact@esqio.ai
Esqio Technologies, Inc.
Delaware, United States
Registered agent address available on request.