Bergman

Terms of Service

Last Updated: June 1, 2026

1. Introduction and Acceptance of Terms

1.1 Agreement to Terms

Welcome to Bergman, a video capture, meeting, and communication platform operated by Innolope LLC ("Innolope", "Bergman", "we", "us", or "our"). These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between you (either as an individual or on behalf of an entity, "you", "your", or "User") and Innolope LLC regarding your access to and use of the Bergman platform, including our macOS application, the Bergman Twin meeting service, the Bergman Memo recording and sharing service, our website at bergman.digital, browser extensions, APIs, and any related services (collectively, the "Service" or "Platform").

By accessing, downloading, installing, or using the Service in any way, including but not limited to creating an account, using Bergman Twin to attend or record a meeting, creating or sharing a Bergman Memo, connecting your calendar, or using any AI-powered feature, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must not access or use the Service.

1.2 Modifications to Terms

We reserve the right to modify, update, or replace these Terms at any time at our sole discretion. Changes may be made to reflect changes in our practices, Platform features, legal requirements, or for other operational reasons. When we make material changes to these Terms, we will notify you by:

  • Posting a prominent notice on the Platform
  • Sending an email to the address associated with your account
  • Displaying an in-app or in-application notification when you next access the Service
  • Updating the "Last Updated" date at the top of this document

Material changes will take effect thirty (30) days after notice is provided, except for changes required by law, which may take effect immediately. Your continued use of the Service after changes become effective constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Service and may delete your account.

For non-material changes such as clarifications, corrections, or administrative updates, we may update these Terms without advance notice by updating the "Last Updated" date. We encourage you to review these Terms periodically to stay informed of any changes.

1.3 Eligibility

To use the Service, you must meet all of the following eligibility requirements:

Age Requirement: You must be at least sixteen (16) years of age. If you are under eighteen (18) years of age (or the age of majority in your jurisdiction), you must have permission from a parent or legal guardian to use the Service, and they must agree to these Terms on your behalf.

Legal Capacity: You must have the legal capacity to enter into a binding contract. If you are using the Service on behalf of an organization, company, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and references to "you" in these Terms shall refer to that entity.

Compliance: You must not be prohibited from using the Service under any applicable laws or regulations, including but not limited to export control laws, economic sanctions, recording and wiretapping laws, or other legal restrictions.

Authority to Record and Attend: Where you use Bergman Twin or any recording feature, you must have the lawful right and authority to attend the relevant meeting (or to send an authorized proxy to attend on your behalf) and to record it, as further described in Section 5 (Recording, Consent, and Lawful Use).

Accuracy: All information you provide during registration and while using the Service must be accurate, current, and complete, and you must update it promptly when it changes.

By using the Service, you represent and warrant that you meet all of these eligibility requirements. If you do not meet these requirements, you are not authorized to use the Service.

2. Account Registration and Security

2.1 Account Creation

To access most features of the Service, you must create an account. You may register using an email address and password or through a supported third-party authentication provider, such as "Sign in with Google" (provided through Firebase Authentication). If you use third-party authentication, you authorize us to access certain information from your third-party account as described during the authorization process.

You agree to provide accurate, current, and complete information during registration and to update this information promptly if it changes. Providing false, inaccurate, or incomplete information may result in suspension or termination of your account.

2.2 Account Security

You are responsible for maintaining the confidentiality and security of your account credentials. You agree to:

  • Choose a strong, unique password that you do not use for other services
  • Not share your password or account access with anyone
  • Not allow others to access your account
  • Enable multi-factor authentication if available
  • Notify us immediately if you suspect any unauthorized access to or use of your account
  • Take reasonable steps to prevent unauthorized access

You are solely responsible for all activities that occur under your account, whether or not authorized by you, including all meetings attended or recorded and all memos created or shared under your account. We are not liable for any loss or damage arising from your failure to protect your account credentials or from unauthorized access to your account.

If you become aware of any security breach or unauthorized use of your account, you must immediately notify us at [email protected] and change your password. We reserve the right to take any appropriate action, including suspending or terminating your account, if we suspect unauthorized use or security concerns.

2.3 Team and Organization Accounts

Certain plans allow you to add additional team members to a shared workspace or organization account. If you create or are part of a team or organization account:

  • The account owner or administrator may be able to access, manage, or delete content and settings associated with the workspace, including recordings, transcripts, summaries, and memos created by members
  • The administrator may add or remove members, assign permissions, and control access to features and shared content
  • You agree to comply with any additional policies or restrictions imposed by your organization
  • Content associated with an organization workspace may belong to the organization, not individual members
  • Upon termination of your membership or relationship with the organization, your access may be revoked

If you are an administrator, you are responsible for ensuring that all members within your workspace comply with these Terms and applicable laws, including the recording and consent obligations in Section 5. You agree to maintain accurate information about your organization and authorized members.

2.4 Account Termination

You may delete your account at any time through your account settings or by contacting us at [email protected]. Upon account deletion:

  • Your access to the Service will be immediately terminated
  • Your account data, recordings, transcripts, summaries, and memos will be deleted in accordance with our Privacy Policy
  • Any paid subscriptions will be handled according to Section 8 (Payment and Subscriptions)
  • Share links to your memos and recordings will stop functioning

We reserve the right to suspend or terminate your account and access to the Service at any time, with or without notice, for any reason, including but not limited to:

  • Violation of these Terms or our policies
  • Fraudulent, abusive, or illegal activity, including unlawful recording or unauthorized meeting access
  • Failure to pay fees when due
  • Prolonged inactivity
  • Actions that may cause harm to other users, meeting participants, or the Service
  • At our sole discretion for any other reason

Upon termination by us, you will lose access to your account and all associated content. We are not obligated to retain or provide copies of your content after termination, except as required by law. Termination does not relieve you of any obligations accrued prior to termination.

3. Description of the Service

The Service consists of several distinct but related products. Features, limits, and availability may vary by plan and platform and may change over time.

3.1 Bergman (macOS Application)

The Bergman macOS application is a virtual camera and video enhancement tool. It applies real-time effects to your camera feed for use in video calls and recordings, including cinematic filters, background blur, virtual avatars, and logo or overlay features, and may provide local recording and live transcription. Video processing for the macOS application occurs primarily on your device.

3.2 Bergman Twin

Bergman Twin is a meeting attendance and intelligence service. At your direction, Bergman Twin joins online meetings, webinars, and calls (including Zoom, Google Meet, Microsoft Teams, and similar platforms) as your authorized proxy, using a meeting link you provide or an event from a calendar you connect. While in attendance, Bergman Twin may capture the meeting audio, video, shared screens, and presented content, generate a transcript, and use AI to produce summaries, key points, and action items. Recordings, transcripts, and summaries are made available to you through your dashboard, by email, or through other delivery methods you select.

You acknowledge that Bergman Twin attends meetings on your behalf and at your instruction, and that you are solely responsible for its presence, attendance, and recording activity as set out in Section 5.

3.3 Bergman Memo

Bergman Memo lets you record your screen together with audio narration and share the resulting recording asynchronously through a link. You may control the visibility of each memo (for example, public, unlisted, or private) and share links with the recipients you choose. You are responsible for the content of your memos and for the recipients with whom you share them.

3.4 Service Changes

We may add, modify, suspend, or discontinue any feature of the Service, in whole or in part, at any time. We will use reasonable efforts to provide notice of material changes that adversely affect paid features.

4. Use of Artificial Intelligence

4.1 AI-Powered Features

Bergman uses artificial intelligence and machine learning technologies to transcribe meeting and memo audio and to generate summaries, key points, action items, and other insights from your content. These AI-powered features are a core part of Bergman Twin and certain other features of the Service.

To provide these features, we process your content using AI and speech-to-text technologies, which may be operated by us or by trusted third-party providers acting as our service providers (subprocessors). Where third-party providers are used, they process your content solely to provide functionality to us and under obligations of confidentiality.

4.2 How We Handle Your Content for AI Processing

We do not sell your recordings, transcripts, or other content, we do not share your content with third parties for their own independent purposes, and we do not permit our AI providers to use your content to train their or any third party's models. Our use of your content for AI processing is limited to providing and improving the Service to you, as further described in our Privacy Policy.

4.3 AI-Generated Content Disclaimer

AI-generated transcripts, summaries, key points, action items, and other insights are provided for informational and convenience purposes only and should not be considered professional advice or an accurate or complete record. You acknowledge and agree that:

  • Transcripts and summaries may contain errors, omissions, misattributions, or inaccuracies
  • AI analysis may misinterpret speech, context, speakers, or meaning
  • AI-generated content should not be relied upon as a verbatim or authoritative record of any meeting
  • You are responsible for independently verifying any AI-generated content before relying on or acting upon it
  • We are not responsible for decisions you make based on AI-generated content

AI technologies are constantly evolving, and while we strive to provide accurate and useful results, we make no warranties regarding the accuracy, completeness, reliability, or suitability of AI-generated content for any particular purpose.

5. Recording, Consent, and Lawful Use

This Section is fundamental to your use of Bergman Twin, Bergman Memo, and any other recording feature. Please read it carefully.

5.1 Your Responsibility for Recordings

You are solely responsible for ensuring that your attendance at, and recording of, any meeting, call, webinar, or other communication is lawful and authorized. Laws governing the recording of communications vary widely by jurisdiction. Some jurisdictions require the consent of all parties to a recorded conversation ("all-party consent"), while others require the consent of only one party. You are responsible for knowing and complying with all applicable recording, wiretapping, eavesdropping, privacy, and data protection laws that apply to you and to the participants in any meeting you record.

You represent, warrant, and agree that, for every meeting you attend or record using the Service, you will:

  • Have the lawful right and authority to attend the meeting, or to have an authorized proxy attend on your behalf
  • Obtain all consents and provide all notices required by applicable law and by the meeting host or platform before recording
  • Comply with the terms, rules, and policies of the meeting host and of the meeting platform (including Zoom, Google Meet, Microsoft Teams, and any webinar provider)
  • Not use the Service to attend or record any meeting that you are not invited or authorized to attend
  • Not use the Service for unlawful surveillance, harassment, stalking, or to capture communications you are not entitled to capture

5.2 Bergman Twin Attends as Your Proxy

When you direct Bergman Twin to join a meeting, it does so as your authorized agent and proxy, acting on your instruction and on your behalf. You are responsible for its presence and conduct in the meeting to the same extent as if you attended in person, including for any obligation to disclose the presence of a recording participant to other attendees. You will not use Bergman Twin to misrepresent your identity or affiliation in a manner that is unlawful or that violates the rights of others.

5.3 Bergman Memo Content

You are responsible for the content of any memo you record and for ensuring you have the right to record, capture, and share any screen content, audio, images, third-party materials, or personal information contained in it. You are responsible for the visibility settings you select and for the recipients with whom you share memo links. Do not record or share content that is unlawful, infringing, confidential without authorization, or that violates the rights of any third party.

5.4 Bergman Is a Neutral Tool

Bergman provides tools that operate at your direction. We do not monitor, control, or independently verify the meetings you attend, the recordings you make, or the consents you obtain, and we are not a party to any meeting. You assume all responsibility and risk arising from your use of recording features, and you agree to indemnify us for any claims arising from your recordings, attendance, or memos, as set out in Section 13.

6. Calendar and Meeting Platform Integrations

6.1 Connecting Your Calendar

To enable Bergman Twin to automatically join scheduled meetings, you may choose to connect a calendar account, such as Google Calendar, using an OAuth authorization framework. When you authorize this connection, you grant us permission to access the calendar information needed to identify and join your meetings, such as event times, titles, and meeting links.

Connecting a calendar is optional. You may instead provide meeting links manually. You may revoke our access to your calendar at any time through your account settings or your calendar provider's account settings; doing so may limit automatic meeting attendance.

6.2 Meeting Platforms

The Service interoperates with third-party meeting platforms such as Zoom, Google Meet, and Microsoft Teams. We are not affiliated with, endorsed by, or sponsored by these providers. Your use of these platforms is governed by their own terms and policies, and you are responsible for complying with them, including any rules regarding recording, bots, proxies, or automated participants.

6.3 Third-Party Service Disclaimer

If a calendar or meeting platform modifies, restricts, or terminates your access or its API, or otherwise changes in a way that affects the Service, we are not liable for any resulting loss of functionality or content. We will make reasonable efforts to maintain compatibility but do not guarantee uninterrupted interoperation.

7. User Content and Ownership

7.1 Your Content

As between you and us, you retain all ownership rights in the content you create, capture, upload, or generate through the Service, including your meeting recordings, transcripts, AI-generated summaries and insights, memos, uploaded avatars, backgrounds, logos, and other materials (collectively, "Your Content").

By using the Service, you grant us a limited, non-exclusive, worldwide, royalty-free license to host, store, process, transmit, encode, display, and otherwise use Your Content solely to:

  • Provide, maintain, and deliver the Service to you (including hosting and streaming recordings and memos, and sharing memos with recipients you designate)
  • Transcribe, summarize, and generate insights from your recordings and memos
  • Maintain backups and ensure reliability and security
  • Comply with legal obligations and enforce these Terms

This license exists only for as long as Your Content is stored on the Service and terminates when Your Content is deleted, except for copies retained in routine backups or as required by law. We do not sell Your Content and do not use it to train third-party AI models, as described in Section 4 and our Privacy Policy.

7.2 Your Representations Regarding Your Content

You represent and warrant that you have all rights, consents, and authority necessary to provide Your Content to the Service and to grant the license above, and that Your Content and our authorized use of it do not violate any law or infringe or misappropriate the rights of any third party.

8. Payment and Subscriptions

8.1 Pricing and Plans

Bergman offers both free and paid subscription plans with different features, usage limits (such as the number of meetings per month and the number of team members), and pricing. Current plan details and pricing are available on our website and within the Platform.

We reserve the right to modify pricing, add or change features, change plan structures, or discontinue plans at any time. If we make material changes to pricing for your existing plan, we will provide at least thirty (30) days advance notice via email, changes will not affect your current billing cycle, and you may cancel before the changes take effect if you do not agree.

8.2 Billing and Payment

If you subscribe to a paid plan:

Billing Cycle: Subscriptions are billed on a recurring basis (monthly or annually, depending on your selected plan) and automatically renew unless canceled.

Payment Processor: Payments are processed by our third-party payment processor, Creem. You must provide valid payment information to the payment processor. We do not directly access or store complete payment card details.

Authorization: By providing payment information, you authorize us and our payment processor to charge the applicable fees to your payment method on each billing cycle.

Failed Payments: If a payment fails, we or our payment processor may attempt to charge your payment method again. If payment remains unsuccessful, we may suspend or downgrade your account.

Taxes: All fees are exclusive of applicable taxes (including sales tax, VAT, GST, etc.), which you are responsible for paying. We will collect applicable taxes if required by law.

8.3 Free Trials

We may offer a free trial period for paid plans. During a trial, usage may be limited (for example, by the number of meetings available during the trial). If we require payment information upfront, you will be automatically charged when the trial ends unless you cancel before that time.

8.4 Refunds and Cancellations

Cancellation: You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of your current billing cycle, and you will retain access to paid features until then.

No Refunds: Except as required by law or expressly stated otherwise, all fees are non-refundable. We do not provide refunds or credits for partial subscription periods, unused features, or if you cancel mid-cycle.

Downgrades: If you downgrade, the change typically takes effect at the end of your current billing cycle, and you may lose access to certain features or content that exceed the limits of your new plan.

Termination for Cause: If we terminate your account for violation of these Terms, you are not entitled to any refund of prepaid fees.

9. Acceptable Use and Prohibited Conduct

9.1 Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You are responsible for all activity that occurs under your account and for ensuring that your use complies with applicable laws, regulations, and these Terms.

9.2 Prohibited Uses

You agree NOT to use the Service to:

Record Unlawfully: Attend or record any meeting, call, or communication without the rights, authority, and consents required by applicable law, or in violation of Section 5.

Access Without Authorization: Use Bergman Twin or any feature to join, attend, or record a meeting you are not invited or authorized to attend, or to circumvent a host's controls over recording or attendance.

Violate Laws: Violate any applicable local, state, national, or international law or regulation, including data protection, privacy, recording, wiretapping, export control, or anti-spam laws.

Infringe Rights: Infringe, misappropriate, or violate the intellectual property, privacy, publicity, or other rights of any third party.

Harm or Interfere: Engage in any activity that could harm, interfere with, disrupt, or impose an unreasonable burden on the Service, our systems, networks, meeting participants, or other users.

Unauthorized System Access: Attempt to gain unauthorized access to any portion of the Service, other user accounts, or connected systems through hacking, credential mining, or any other means.

Malicious Code: Introduce viruses, trojans, worms, malware, or any other harmful code into the Service.

Reverse Engineering: Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Service, except to the extent such restriction is prohibited by applicable law.

Scraping and Automation: Use robots, spiders, scrapers, or other automated means to access the Service or extract data, except through our authorized APIs.

Circumvention: Bypass or attempt to bypass any measures we use to prevent or restrict access to the Service, including rate limits, usage limits, security features, or access controls.

Impersonation: Impersonate any person or entity, or misrepresent your identity or affiliation in a manner that is unlawful or that violates the rights of others.

Harassment and Surveillance: Harass, threaten, stalk, surveil, or harm other users, meeting participants, or individuals.

Misuse of Content: Collect, use, or disclose content or data obtained through the Service (including content captured from meetings or other participants) for purposes not authorized by these Terms or applicable law.

Spam: Send unsolicited communications, advertisements, or spam through the Service, including through memo links.

9.3 Monitoring and Enforcement

We reserve the right, but are not obligated, to monitor use of the Service for compliance, investigate suspected violations, remove or disable access to content that violates these Terms, suspend or terminate accounts, report suspected illegal activity to law enforcement, and cooperate with law enforcement investigations. We are not responsible for monitoring or policing user activity and have no obligation to review content, but we may take any action we deem appropriate if we become aware of violations.

9.4 Consequences of Violations

If you violate these Terms or engage in prohibited conduct, we may suspend or terminate your access, delete your account and content, withhold refunds, pursue legal remedies, and report violations to appropriate authorities. You may be liable for damages caused by your violations.

10. Intellectual Property Rights

10.1 Ownership of the Service

The Service, including all software, code, features, functionality, designs, graphics, user interface, text, images, logos, models, and other content provided by us (collectively, "Platform Content"), is owned by Innolope or our licensors and is protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service in accordance with these Terms. This license does not grant you any ownership rights in the Service or Platform Content. All rights not expressly granted are reserved. You may not copy, modify, distribute, sell, lease, or create derivative works based on the Service or Platform Content without our express written permission.

10.2 Trademarks

"Bergman", "Bergman Twin", "Bergman Memo", "Innolope", and associated logos and marks are trademarks of Innolope LLC. You may not use our trademarks without our prior written permission. All other trademarks are the property of their respective owners.

10.3 Feedback and Suggestions

If you provide feedback, suggestions, or ideas about the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such Feedback into the Service without any obligation to you. You represent that your Feedback does not violate any third-party rights or confidentiality obligations.

10.4 Copyright Infringement Claims

We respect intellectual property rights. If you believe that content on the Service infringes your copyright, please contact us at [email protected] with: identification of the copyrighted work; identification and location of the allegedly infringing material; your contact information; a statement that you have a good faith belief that the use is not authorized; a statement under penalty of perjury that the information is accurate and you are authorized to act; and your physical or electronic signature. We may terminate accounts of repeat infringers in appropriate circumstances.

11. Third-Party Services and Integrations

11.1 Third-Party Services

The Service relies on and integrates with third-party services, including:

  • Firebase Authentication and Google services (for sign-in and authentication)
  • Calendar and meeting platforms (Google Calendar, Zoom, Google Meet, Microsoft Teams, and similar)
  • Cloudflare Stream (for video hosting and playback)
  • Creem (for payment processing)
  • MongoDB Atlas (for data storage)
  • AI and speech-to-text providers (for transcription and summaries)
  • Error monitoring and analytics providers (such as Sentry and TelemetryDeck)

Your use of these third-party services through Bergman is subject to their respective terms and privacy policies. We are not responsible for, and do not endorse or make warranties about, third-party services.

11.2 Third-Party Availability and Changes

If a third-party service experiences downtime, changes its API or terms, changes its pricing or access requirements, or suspends or terminates service, we may be unable to provide certain features or the entire Service. We are not liable for any resulting loss of functionality, content loss, or interruption caused by third-party services, but we will make commercially reasonable efforts to adapt.

12. Disclaimers and Limitations of Liability

12.1 Service Provided "As Is"

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

  • IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
  • WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE
  • WARRANTIES THAT A MEETING WILL BE SUCCESSFULLY JOINED, ATTENDED, OR RECORDED
  • WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY RECORDING, TRANSCRIPT, SUMMARY, OR INSIGHT
  • WARRANTIES THAT DEFECTS WILL BE CORRECTED

12.2 Recording and AI Disclaimer

WE DO NOT WARRANT OR GUARANTEE THAT BERGMAN TWIN WILL JOIN OR REMAIN IN ANY GIVEN MEETING, THAT ANY MEETING WILL BE RECORDED IN WHOLE OR IN PART, OR THAT ANY RECORDING, TRANSCRIPT, OR SUMMARY WILL BE ACCURATE OR COMPLETE. AI-GENERATED CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. YOU ARE SOLELY RESPONSIBLE FOR THE LEGALITY OF YOUR RECORDINGS AND FOR VERIFYING ANY AI-GENERATED CONTENT BEFORE RELYING ON IT.

12.3 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL INNOLOPE LLC, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, OR DATA; BUSINESS INTERRUPTION; COST OF SUBSTITUTE SERVICES; LOSS OR CORRUPTION OF RECORDINGS OR CONTENT; UNAUTHORIZED ACCESS TO YOUR ACCOUNT OR CONTENT; OR RELIANCE ON ANY RECORDING, TRANSCRIPT, OR AI-GENERATED CONTENT. THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.4 Cap on Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT OF FEES YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100.00).

12.5 Exceptions

Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages. In such jurisdictions, our liability will be limited to the fullest extent permitted by applicable law. Nothing in these Terms limits our liability for death or personal injury caused by our negligence, fraud, gross negligence, willful misconduct, or any liability that cannot be excluded or limited by applicable law.

13. Indemnification

You agree to indemnify, defend, and hold harmless Innolope LLC, its affiliates, and their respective officers, directors, employees, agents, licensors, and service providers (collectively, "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

  • Your use or misuse of the Service
  • Your violation of these Terms, including Section 5 (Recording, Consent, and Lawful Use)
  • Your violation of any applicable laws or regulations, including recording, wiretapping, privacy, or data protection laws
  • Your attendance at, recording of, or capture of any meeting, call, or communication, and any failure to obtain required consents or provide required notices
  • Any memo or other content you create, record, or share, including claims that it infringes third-party rights or was shared with unintended recipients
  • Your violation of any third-party rights
  • Any claims by meeting participants or third parties arising from Bergman Twin's attendance or recording on your behalf
  • Your negligence or willful misconduct

We will provide you with prompt written notice of any claim (though failure to provide prompt notice will only reduce your obligations to the extent you are prejudiced), and we may participate in or assume the defense of any claim with counsel of our choosing at our expense. You may not settle any claim that imposes any obligation on us or includes any admission of liability without our prior written consent. This obligation survives termination of these Terms.

14. Dispute Resolution and Governing Law

14.1 Governing Law

These Terms and any dispute arising out of or related to these Terms or the Service shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of law provisions.

14.2 Informal Resolution

Before filing any formal dispute, you agree to first contact us at [email protected] to attempt to resolve the dispute informally. If a dispute is not resolved within sixty (60) days of submission, either party may bring a formal proceeding.

14.3 Arbitration Agreement

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and Innolope agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service (collectively, "Disputes") will be settled by binding arbitration, except that: either party may bring an action in court to seek equitable relief for intellectual property infringement or unauthorized access to the Service; either party may bring an action in small claims court if the claim qualifies; and either party may seek emergency or preliminary relief in court.

Arbitration Rules: Arbitration will be conducted by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes. The AAA's rules are available at www.adr.org.

Arbitration Process: A single arbitrator will be appointed in accordance with AAA rules. The arbitration will be held in Delaware, or at another location we both agree to. The arbitrator may award any relief a court could award. The arbitrator's decision is final and binding and may be entered as a judgment in any court of competent jurisdiction.

Opt-Out Right: You may opt out of this arbitration agreement by sending written notice to [email protected] within thirty (30) days of first accepting these Terms. Your notice must include your name, address, email address, and a clear statement that you wish to opt out. If you opt out, disputes will be resolved in court rather than arbitration.

14.4 Class Action Waiver

YOU AND INNOLOPE AGREE THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION. If a court or arbitrator determines that this class action waiver is unenforceable, the arbitration agreement in Section 14.3 will be void, and any Disputes will be brought in court.

14.5 Time Limitation on Claims

You agree that any claim or cause of action arising out of or related to these Terms or the Service must be filed within one (1) year after the claim arose, or it will be permanently barred.

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy and any additional terms or policies referenced herein, constitute the entire agreement between you and Innolope regarding the Service and supersede all prior or contemporaneous agreements.

15.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

15.3 No Waiver

Our failure to enforce any right or provision will not constitute a waiver. Any waiver must be in writing and signed by our authorized representative.

15.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms, in whole or in part, to any entity at any time, including in connection with a merger, acquisition, reorganization, or sale of assets.

15.5 Force Majeure

We will not be liable for any delay or failure to perform due to causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil disturbances, fire, floods, pandemics, strikes, or failures or interruptions of third-party services, networks, or utilities.

15.6 Export Control

You agree to comply with all applicable export control laws and economic sanctions programs. You represent that you are not located in, or a national or resident of, any embargoed country and are not on any U.S. government list of prohibited or restricted parties.

15.7 Relationship of the Parties

These Terms do not create any partnership, joint venture, employment, or agency relationship between you and Innolope, except that you appoint Bergman Twin as your limited proxy solely for the purpose of attending and recording meetings at your direction.

15.8 Survival

Provisions that by their nature should survive termination will survive, including ownership, warranty disclaimers, indemnification, limitations of liability, dispute resolution, and general provisions.

15.9 Notices

Notices to you may be provided via email to the address associated with your account, by posting on the Service, or by other reasonable means. Notices to us should be sent to:

Legal Notices: Innolope LLC Attn: Legal Department 8 The Green, Suite A Dover, DE 19901 United States Email: [email protected]