Get Started

Platform Terms of Service

Invictus AI Corporation | Effective Date: July 1, 2026 | Last Updated: July 17, 2026 | Version 3.1

legal@invictus.ai | invictus.ai/verena/terms

PLEASE READ CAREFULLY These Platform Terms of Service govern your use of the Verena Platform and supplement the Invictus AI Corporation Terms of Service (invictus.ai/terms). By creating a Verena account or using the Platform in any manner, you agree to both documents. If you do not agree, you may not access or use the Platform.

ARBITRATION AND CLASS ACTION WAIVER These Terms contain a mandatory binding arbitration provision and a class action waiver in Section 23. By agreeing to these Terms, you waive your right to a jury trial and your right to participate in class actions. Please review Section 23 carefully.

PLUS HUMAN — ATTORNEY ADVERTISING The Plus Human tier involves legal services delivered by licensed attorneys at Invictus Counsel, PLLC, an Arizona-licensed law firm. The Plus Human portions of these Terms may constitute attorney advertising. Prior results do not guarantee a similar outcome. No attorney-client relationship is formed until a Legal Services Agreement has been countersigned by a licensed +Human Supervisor attorney.

1. Parties, Acceptance, and Relationship to IAI Terms of Service

These Verena Platform Terms of Service ("Platform Terms" or "Terms") constitute a legally binding agreement between Invictus AI Corporation, a Nevada corporation ("Invictus AI," "we," "us," or "our"), and you, the individual or entity accessing or using the Verena Platform ("you" or "your").

These Platform Terms supplement and layer on top of the Invictus AI Corporation Terms of Service ("IAI Terms"), available at invictus.ai/terms, which remain in full force and effect for all Invictus AI services. In the event of a conflict between these Platform Terms and the IAI Terms on a matter specific to the Verena Platform, these Platform Terms control. In all other respects, the IAI Terms govern. By using the Platform, you agree to both documents.

By creating a Verena account, clicking "I Agree," or otherwise accessing or using the Platform, you represent that: (i) you have read and agree to be bound by these Platform Terms and the IAI Terms; (ii) you have the legal authority to enter into a binding agreement on behalf of yourself or the organization you represent; and (iii) your use of the Platform complies with all applicable laws.

2. The Two Entities Behind the Platform

The Verena Platform involves two separate legal entities with distinct roles. Understanding this structure is important to your rights and obligations under these Terms.

Invictus AI Corporation A Nevada technology company. Invictus AI owns, operates, and hosts the Verena Platform. Invictus AI is the contracting party for these Platform Terms and the IAI Terms. Invictus AI is not a law firm and does not provide legal advice.

Invictus Counsel, PLLC ("Invictus Counsel") An Arizona-licensed professional limited liability company and law firm affiliated with Invictus AI. Invictus Counsel employs the +Human Supervisors who supervise Plus Human activities. When you subscribe to Plus Human and execute a Legal Services Agreement, your attorney-client relationship is with Invictus Counsel, not Invictus AI. Invictus Counsel is subject to the professional responsibility rules of Arizona, California, and applicable federal practice areas.

Invictus AI and Invictus Counsel are affiliated entities. Invictus Counsel's use of the Verena Platform does not create a fee-sharing arrangement with Invictus AI that would compromise Invictus Counsel's professional independence. Invictus AI is compensated for platform services; Invictus Counsel is separately compensated for legal services.

3. Eligibility

You must be at least 18 years of age and legally capable of entering into binding contracts to use the Platform. If you are accessing the Platform on behalf of a company, organization, or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms, and references to "you" shall mean both you individually and that entity jointly and severally.

Plus Human is available only to individuals and entities for whom Invictus Counsel determines it can ethically and competently provide representation following completion of its conflicts check and intake process. Invictus Counsel reserves the right to decline any engagement for any reason consistent with applicable rules of professional conduct.

We reserve the right to verify eligibility and to refuse access to any person or entity at our sole discretion. Access to certain features may be further restricted based on geographic location, regulatory requirements, or subscription tier.

4. Defined Terms

The following terms have specific meanings throughout these Platform Terms:

"Platform" or "Verena Platform": The Verena AI-powered legal information and legal services platform owned and operated by Invictus AI, including all activities, artifacts, features, interfaces, APIs, and related offerings.

"Standard": The base Platform tier providing AI-powered legal information without +Human Supervisor supervision. Standard outputs are legal information — not legal advice, not attorney work product, and not protected by attorney-client privilege.

"Plus Human": The premium Platform tier in which Platform activities are supervised by an +Human Supervisor attorney at Invictus Counsel. Attorney-client privilege attaches to the Plus Human chat thread from the moment the Legal Services Agreement has been countersigned by an +Human Supervisor forward.

"+Human Supervisor": An internal professional at Invictus Counsel, PLLC who is licensed to practice law and who supervises Plus Human activities on the Platform.

"Legal Services Agreement": The legal agreement that formalizes the attorney-client relationship between you and Invictus Counsel. It must be signed by you and countersigned by an +Human Supervisor to become effective. The Legal Services Agreement defines the scope of Plus Human representation.

"Active Engagement": A Plus Human engagement is Active when: (i) the Legal Services Agreement has been signed by you and countersigned by an +Human Supervisor; (ii) the Legal Services Agreement has not been terminated; and (iii) your Plus Human subscription remains current and in good standing.

"Terminated Engagement": An Engagement that was once Active but has since concluded by completion of scope, termination by either party, or lapse of the Plus Human subscription. Prior Confidential Communications from a Terminated Engagement retain their privileged status; new activities after termination are not privileged.

"Activity": A complete, discrete workflow unit on the Platform (such as an ADA Scan or a Website Compliance review). An Activity may contain multiple tasks and may produce one or more Artifacts.

"Artifact": A document or output produced by the Platform within an Activity, such as a Compliance Report, ADA Report, or Legal Services Agreement. Artifacts are persistent, viewable in-product, and downloadable.

"Status Terms": The five-level scale — Critical, Serious, Moderate, Minor, and Passed — that the Platform uses to categorize individual findings within a Report. Status Terms reflect a finding’s proximity to an explicit requirement of the regulatory or compliance standard scanned; they are factual, comparative classifications, not legal advice. See Section 13.3.

"Confidential Communications": Content you submit through your Plus Human chat thread during an Active Engagement, which is protected by attorney-client privilege from Legal Services Agreement countersign forward. Standard chat is not Confidential Communications and is not privileged, even if you have a Legal Services Agreement on file.

"Legal Information": Factual, AI-generated content grounded in evidence and data sources, which is distinct from legal advice. Standard outputs are Legal Information. Legal Information is not attorney work product and does not constitute professional legal advice.

"Legal Advice": A term deliberately avoided in Standard output descriptions. Standard outputs are Legal Information, not Legal Advice. +Human Supervisor-supervised outputs in Plus Human may constitute Legal Advice as attorney work product under the active attorney-client relationship.

5. Platform Description and Service Tiers

The Verena Platform is an AI-powered legal information and compliance platform. Verena acts as an AI associate — not an attorney — that helps users understand regulatory requirements, generate compliance documentation, and analyze legal information. Verena's role and the nature of its outputs differ meaningfully by tier.

5.1 Standard Tier

In Standard, Verena operates as an independent AI agent providing Legal Information without attorney supervision. You, not Invictus AI or Invictus Counsel, are responsible for supervising Verena's outputs. You are using Verena on your own behalf, without an Invictus Counsel attorney or Human-in-the-Loop reviewing, directing, or standing behind Verena's work in this tier. Standard Activities and Artifacts are:

You acknowledge that Standard outputs may be inaccurate, incomplete, outdated, or not suitable for your specific circumstances. You are solely responsible for evaluating the accuracy and appropriateness of Standard outputs before relying on them.You may upgrade to +Human at any time, which introduces an Invictus Counsel attorney supervisor over Verena's work in place of your own review, and can unlock attorney-client privilege and work-product protection where an attorney-client relationship is established.

5.2 Plus Human Tier

In Plus Human, Verena operates as an agent of the supervising +Human Supervisor attorney, within the active attorney-client relationship established by the Legal Services Agreement. Plus Human Activities and Artifacts that have been reviewed and approved by an +Human Supervisor are attorney work product and are protected by attorney-client privilege from Legal Services Agreement countersign forward.

Plus Human requires: (i) a valid Plus Human subscription; (ii) a signed Legal Services Agreement; and (iii) +Human Supervisor countersignature. No attorney-client relationship exists until all three conditions are satisfied. See Section 7 for the complete engagement formation process.

Standard chat remains accessible in read-only mode when Plus Human is active. Standard chat is not privileged, even during an Active Engagement.

6. Standard Tier — Specific Terms

6.1 No Attorney-Client Relationship

Use of Standard does not create an attorney-client relationship between you and Invictus AI, Invictus Counsel, or any +Human Supervisor. This is because, in Standard, you are the sole reviewer and supervisor of Verena's outputs, no Invictus Counsel attorney supervises, reviews, or takes responsibility for Verena's work in this tier. Invictus AI is not a law firm. Standard outputs are provided for general informational and operational purposes only. You should consult a qualified attorney before making any decision based on Standard outputs.

6.2 Legal Information Disclaimer

All Standard outputs are Legal Information only. They are not legal advice, do not constitute professional legal counsel, and do not establish any duty of care by Invictus AI or Invictus Counsel. Standard outputs will include a disclaimer identifying them as AI-generated Legal Information not reviewed by an attorney.

6.3 AI Training

Aggregated and de-identified Standard usage data — including interaction patterns and workflow data — may be used to train and improve Verena's AI models. Identifiable User Content will not be used for AI training without your explicit consent. You may opt out of AI training use of your de-identified data by contacting privacy@invictus.ai. See the Verena Privacy Policy for complete details.

7. Plus Human — Formation of Attorney-Client Relationship

7.1 No Relationship from Subscription Alone

Subscribing to Plus Human does not, by itself, create an attorney-client relationship. Creating a Plus Human account, providing payment information, or signing a Legal Services Agreement without +Human Supervisor countersignature does not form an attorney-client relationship. Communications during this interim period are administrative in nature, are not legal advice, and are not protected by attorney-client privilege. Do not share confidential legal information beyond what is necessary for the conflicts-check intake.

7.2 Conditions to Effectiveness

An attorney-client relationship is formed between you and Invictus Counsel, and each Legal Services Agreement becomes effective, only when all of the following conditions have been satisfied:

The date on which all three conditions are satisfied is the Effective Date of the engagement. Attorney-client privilege attaches to the Plus Human chat thread from that date forward.

7.3 Provision-Before-Charge Billing

Invictus AI authorizes your payment method at the point you elect to engage Plus Human. The charge to your payment method occurs only upon +Human Supervisor countersignature of the Legal Services Agreement — not when you initiate the engagement. If an +Human Supervisor declines to countersign, your payment method will not be charged and any authorization hold will be released. You will receive a Declination Letter explaining the general category of reason, to the extent permissible under applicable professional rules.

7.4 Conflicts Check

Following your execution of a Legal Services Agreement, Invictus Counsel will complete its conflicts check and, if it accepts the engagement, countersign the Legal Services Agreement within five (5) business days. You agree to provide complete and accurate information during the conflicts-check intake. Invictus Counsel represents and warrants that, as of the Effective Date of any Legal Services Agreement, it has identified no conflict of interest that would preclude the representation.

7.5 Active Engagement and Termination

An Engagement is Active when the Legal Services Agreement has been countersigned, the Legal Services Agreement has not been terminated, and your Plus Human subscription is current. An Engagement is a Terminated Engagement when the agreed scope of services is complete, either party terminates per the terms of the Legal Services Agreement, or your Plus Human subscription lapses.

Privilege After Termination Communications made within the Plus Human chat thread during an Active Engagement retain their privileged status after the Engagement is terminated. Termination does not retroactively remove attorney-client privilege from prior Confidential Communications. New Activities initiated after termination are not privileged; a new Legal Services Agreement must be countersigned to re-establish attorney-client privilege for new activities.

8. Plus Human — Scope of Representation

8.1 Limited Scope

The Plus Human attorney-client relationship is expressly limited to +Human Supervisor supervision of Platform Activities within the scope of your subscription plan. This is not a general representation of all your legal affairs. Invictus Counsel does not undertake ongoing representation outside the scope of the Legal Services Agreement without a separate written agreement. You are responsible for seeking legal counsel on matters outside the scope of the engagement.

8.2 What +Human Supervisor Supervision Means

+Human Supervisor supervision means the following attorney-performed functions, and only those functions:

Supervision does not include originating or reprogramming Platform workflows, providing legal advice on activities outside your plan's scope, or attorney-originated drafting performed independently of Platform outputs. Additional services require a separate scope election confirmed in the Legal Services Agreement.

8.3 Jurisdictional Scope

Invictus Counsel's licensed-attorney coverage is currently limited to: the State of Arizona; the State of California; and federal law activities including digital-asset and stablecoin compliance, accessibility compliance under Titles II and III of the ADA, consumer-data compliance under the CCPA and analogous state regimes, and cross-border data compliance under the GDPR. If your matter involves activities in other jurisdictions, Invictus Counsel will coordinate with qualified outside counsel or decline to supervise those activities and refer you to appropriate counsel.

8.4 Client Responsibilities

A successful attorney-client relationship requires your active participation. You agree to:

9. AI Disclosure and Supervisory Framework — Plus Human

9.1 Mandatory AI Disclosure — ABA Formal Opinion 512 (2024)

Consistent with ABA Formal Opinion 512 (2024) and applicable state guidance, Invictus Counsel discloses that the Plus Human service involves the use of artificial intelligence — specifically, the Verena Platform developed by Invictus AI Corporation — in connection with the delivery of legal services. Verena is a software system that uses machine learning, natural language processing, and large language model technology to assist +Human Supervisor attorneys in legal research, document drafting, compliance analysis, and related tasks. Verena is not a licensed attorney and does not independently provide legal advice.

Invictus Counsel's use of Verena does not diminish its professional obligations to you. The supervising +Human Supervisor retains full professional responsibility for all legal work product delivered under the Legal Services Agreement, regardless of whether that work product was initiated, drafted, or prepared with AI assistance.

9.2 Client Consent to AI-Assisted Representation

By engaging Plus Human, you give informed consent, as required by applicable rules of professional conduct, to Invictus Counsel's use of Verena and AI technology in providing legal services. You acknowledge that: (i) Verena may analyze your Confidential Communications to assist +Human Supervisors in providing legal services; (ii) AI-generated work product will be reviewed and approved by a licensed +Human Supervisor before delivery; (iii) AI outputs may contain errors and are subject to attorney review; (iv) Invictus Counsel has implemented reasonable measures to protect the confidentiality of your information within the Platform; and (v) you have the right to inquire about the extent of AI involvement in your matter.

9.3 Supervisory Framework — AZ ER 5.3 / CA RPC 5.3

In compliance with Arizona Ethical Rule 5.3 and California Rule of Professional Conduct 5.3 (Responsibilities Regarding Nonlawyer Assistance), Invictus Counsel has established and maintains a supervisory framework that includes the following:

9.4 Professional Independence — AZ ER 5.4 / CA RPC 5.4

Invictus Counsel's use of the Platform does not create a fee-sharing arrangement with Invictus AI that would compromise Invictus Counsel's professional independence. Invictus AI is compensated for platform services; Invictus Counsel is separately compensated for legal services. Invictus AI has no ownership interest in or control over Invictus Counsel's legal practice or professional judgments.

10. Confidential Communications and Attorney-Client Privilege

10.1 Scope of Privilege

Attorney-client privilege applies only to the Plus Human chat thread, from the moment the Legal Services Agreement has been countersigned by the +Human Supervisor forward. Standard chat is not privileged — even if you have an Active Engagement — because there is no +Human Supervisor in the loop for Standard interactions. Privilege is specific to the Plus Human chat thread in which supervision is active and does not extend to your account status generally.

10.2 Duty of Confidentiality

Invictus Counsel maintains strict confidentiality of all Confidential Communications relating to your representation consistent with Arizona ER 1.6, California RPC 1.6, and analogous federal law. Invictus Counsel will not disclose Confidential Communications without your informed consent, except as permitted or required by applicable professional responsibility rules — such as to prevent reasonably certain death or substantial bodily harm, or as required by court order.

10.3 Data Flows Between You, Invictus Counsel, and Invictus AI

Invictus Counsel's +Human Supervisors evaluate, on an activity-by-activity basis, whether and how to process your information through the Platform in connection with Plus Human workflows. The following protections apply:

Minimum Necessary Invictus AI receives only the information necessary to perform the specific Platform functions required for your plan.

Purpose Limitation Your information processed through Plus Human may not be used for any purpose other than delivering the Platform services specified in your plan.

No AI Training Your Confidential Communications and identifiable legal matter data will not be used to train AI models without your explicit written opt-in consent.

No Commercial Sharing Invictus AI may not sell, license, or share your Confidential Communications for any commercial purpose.

Encryption All Confidential Communications are encrypted in transit and at rest.

10.4 Privilege Preservation

You are responsible for not taking actions that waive attorney-client privilege, including sharing account credentials with unauthorized persons, voluntarily disclosing Confidential Communications to parties outside the privilege, or granting unauthorized third-party access to the Platform. Invictus AI's and Invictus Counsel's access to your Confidential Communications is limited to what is necessary to operate the Platform and facilitate legal services — consistent with the recognized principle that sharing with a necessary service provider does not waive privilege.

11. Account Registration and Security

To access the Platform, you must create an account. You agree to provide accurate, current, and complete information at registration and to promptly update such information. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account, whether or not authorized by you.

You must immediately notify us at legal@invictus.ai of any unauthorized use of your account or any security breach. We will not be liable for any loss arising from your failure to safeguard your credentials. We reserve the right to disable any account at any time for any reason, including if we believe you have violated these Terms.

You may not create accounts by automated means, share account credentials with unauthorized third parties, or use another person's account without authorization.

12. Acceptable Use

You agree to use the Platform only for lawful purposes and in accordance with these Terms. You agree not to:

We reserve the right to investigate and take appropriate action, including suspension or termination of your account and referral to law enforcement, for any suspected violation.

13. AI Outputs and Legal Information Standards

13.1 Standard Outputs

Platform outputs generated in Standard mode are Legal Information: factual, AI-generated content grounded in evidence and data sources. Standard outputs are not legal advice, do not constitute professional legal counsel, and do not establish any duty of care by Invictus AI or Invictus Counsel. Standard outputs will include a disclaimer identifying them as AI-generated Legal Information not reviewed by an attorney. You are solely responsible for evaluating and verifying Standard outputs before relying on them.

13.2 Plus Human Outputs

Platform outputs reviewed and approved by an +Human Supervisor in Plus Human mode are attorney work product delivered by Invictus Counsel under the active attorney-client relationship. +Human Supervisor-reviewed outputs will be clearly marked as attorney work product. Invictus Counsel retains full professional responsibility for +Human Supervisor-reviewed outputs.

13.3 Report Status Categorizations

Where a Report classifies a finding using the Platform’s Status Terms (Critical, Serious, Moderate, Minor, or Passed), that classification reflects the finding’s proximity to an explicit requirement of the regulatory or compliance standard scanned. It is a factual, comparative classification only. No Status Term classification is, or should be interpreted as, an assessment of legal risk, liability, or enforcement likelihood, nor a legal opinion or legal judgment regarding your specific legal exposure. Invictus AI’s methodology for assigning Status Terms may be updated from time to time. No Status Term classification constitutes legal advice, and reliance on it does not create an attorney-client relationship. If you seek a legal opinion regarding your compliance obligations or actual risk exposure, upgrade to Plus Human or consult independent counsel.

13.4 AI Output License

Subject to your compliance with these Terms and payment of applicable fees, Invictus AI grants you a limited, non-exclusive, non-transferable license to use Platform outputs for your own lawful internal purposes. +Human Supervisor-reviewed Plus Human work product, upon full payment of applicable fees, belongs to you for the purposes for which it was prepared. Invictus AI and Invictus Counsel retain their respective intellectual property rights in work processes, templates, methodologies, and general legal knowledge.

13.5 Feedback

If you provide feedback, suggestions, or ideas regarding the Platform ("Feedback"), you grant Invictus AI a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and incorporate such Feedback for any purpose without restriction or compensation. You represent that any Feedback is not subject to any confidentiality obligation. This Section does not apply to Confidential Communications, which are governed by Section 10.

14. Privacy Policy

Your use of the Platform is governed by the Verena Privacy Policy, available at invictus.ai/verena/privacy, which is incorporated into these Platform Terms by reference. The Verena Privacy Policy describes how Invictus AI and Invictus Counsel collect, use, share, and protect your information — including the heightened protections that apply to Confidential Communications in Plus Human. In the event of a conflict between these Platform Terms and the Verena Privacy Policy on matters of data privacy, the Verena Privacy Policy controls.

The Verena Privacy Policy supplements and, as to Platform-specific data practices, supersedes the Invictus AI Privacy Policy (invictus.ai/privacy) for your use of the Platform. By using the Platform, you consent to the data practices described in the Verena Privacy Policy.

15. Payments and Billing

15.1 Standard — Subscription Fees

Standard is available on a subscription basis. You agree to pay all applicable fees in accordance with the pricing presented at the time of purchase. Subscriptions auto-renew at the end of each billing period at the then-current price unless you cancel before the renewal date. All fees are quoted and payable in U.S. dollars.

15.2 Plus Human — Fee Components

Plus Human pricing consists of the following components, with specific amounts set forth in your Legal Services Agreement:

15.3 Payment Authorization and Provision-Before-Charge

By providing payment information for Plus Human, you authorize Invictus AI to: (i) authorize your payment method at the point you initiate the engagement; and (ii) charge your payment method upon +Human Supervisor countersignature of the Legal Services Agreement. Your payment method will not be charged if an +Human Supervisor declines to countersign; any authorization hold will be released. Credit charges are billed monthly in arrears. The annual maintenance fee is charged at the start of each annual renewal cycle.

15.4 Taxes and Late Payments

You are responsible for all applicable taxes, duties, and governmental assessments. If any amount due is not paid by the due date, we reserve the right to suspend or terminate your access and charge interest on overdue amounts at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower).

15.5 Refunds

Standard subscription fees are non-refundable except as expressly required by applicable law or as determined at our sole discretion in extraordinary circumstances. Plus Human fees are governed by the fee provisions in your Legal Services Agreement and by applicable rules of professional conduct regarding unearned fees and trust-accounting obligations.

15.6 Fee Disputes — Plus Human

Nothing in these Terms limits your right to submit a fee dispute to state bar arbitration. You may elect to resolve any Plus Human fee dispute through the State Bar of Arizona's fee arbitration program (administered under Rule 38, Arizona Rules of the Supreme Court) or California's mandatory fee arbitration program (California Business & Professions Code §§ 6200-6206) at your option. All other disputes are subject to Section 23.

16. Platform Communications — Plus Human

16.1 Platform as Primary Channel

To ensure maximum security and continuity of your client file, Invictus Counsel uses the Platform as its primary channel for attorney-client communications, document exchanges, and invoicing under your Legal Services Agreement. You have twenty-four (24) hour, seven (7) day access to your file through the Platform. Communications submitted outside the Platform will not be treated as official communications for purposes of your engagement.

16.2 Attorney Availability

While the Platform is available for submissions at any time, +Human Supervisors review and respond to communications during standard business hours: Monday through Friday, 9:00 a.m. to 5:00 p.m. Arizona time, excluding federal and state holidays. You should expect a response within one (1) business day. Invictus Counsel is not available for emergency or after-hours legal services under these Terms.

16.3 Your Right to Your File

You have an absolute right to receive a complete copy of your client file upon request, regardless of the status of your engagement or Platform availability. Upon written request, Invictus Counsel will provide your file within two (2) business days at no charge for the first such request in any calendar year. This right survives termination of your engagement for the duration of Invictus Counsel's file retention obligations.

17. Intellectual Property

17.1 Invictus AI Ownership

All content, software, code, algorithms, AI models, data, databases, interfaces, documentation, trade names, trademarks, logos, and materials embodied in the Platform are the proprietary property of Invictus AI Corporation or its licensors and are protected by United States and international intellectual property laws. Nothing in these Terms transfers any ownership interest in our intellectual property to you.

17.2 Limited License to Users

Subject to your compliance with these Terms and payment of applicable fees, Invictus AI grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your own lawful internal business purposes. This license does not include any right to sublicense, transfer access, create derivative works, reverse engineer, or use the Platform to develop competing products.

17.3 Plus Human Work Product

Legal work product specifically prepared for you by +Human Supervisor attorneys in connection with your engagement, upon full payment of applicable fees, belongs to you for the purposes for which it was prepared. Invictus Counsel retains its intellectual property rights in work processes, templates, methodologies, and general legal knowledge. You receive no rights in or to the Platform or any Invictus AI technology by virtue of your engagement with Invictus Counsel.

17.4 Trademarks

You may not use any Invictus AI or Invictus Counsel trademark, trade name, service mark, logo, or brand identifier, including the Verena name and marks, without our prior written consent.

18. User Content

You are solely responsible for all content, URLs, and website addresses you submit to the Platform ("User Content"). You represent and warrant that: (i) you own or have all necessary rights to submit the User Content; (ii) the User Content does not infringe any third-party rights; (iii) the User Content does not contain malicious code; (iv) the User Content complies with all applicable laws; and (v) if you submit a website address, domain, or URL for the Platform to access, scan, crawl, or analyze (a "Target Site"), you represent that you own the Target Site or have obtained all rights, permissions, and authorizations necessary to permit Invictus AI to access, scan, and analyze it, including any authorization required under the Target Site's own terms of service, robots.txt directives, or applicable law. You are solely responsible for confirming this authorization before submitting a Target Site. We reserve the right to suspend, decline, or discontinue any Activity involving a Target Site we reasonably believe was submitted without authorization.

By submitting User Content in Standard, you grant Invictus AI the license described in the IAI Terms, Section 8.2. Confidential Communications submitted in Plus Human are governed by Section 10 of these Platform Terms and the data-flow protections therein; the broad User Content license in the IAI Terms does not apply to Confidential Communications.

We reserve the right, but have no obligation, to review, monitor, edit, or remove any User Content that we determine, in our sole discretion, violates these Terms or applicable law.

19. Third-Party Services

The Platform may integrate with or enable access to third-party services not operated by Invictus AI. Your use of such services is governed by the applicable third-party terms and privacy policies. We are not responsible for third-party services and do not endorse them. If you connect a third-party service to your account, you authorize us to access data from that service as necessary to provide the integrated functionality.

20. Disclaimers of Warranties

THE PLATFORM, INCLUDING ALL AI FEATURES AND STANDARD OUTPUTS, IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INVICTUS AI CORPORATION EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO: IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY STANDARD OUTPUTS OR OTHER INFORMATION OBTAINED THROUGH THE PLATFORM; AND WARRANTIES THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS.

WITH RESPECT TO PLUS HUMAN LEGAL SERVICES, INVICTUS COUNSEL WARRANTS ONLY THAT IT WILL EXERCISE THE STANDARD OF PROFESSIONAL COMPETENCE REQUIRED BY APPLICABLE RULES OF PROFESSIONAL CONDUCT. INVICTUS COUNSEL MAKES NO GUARANTEE, WARRANTY, OR REPRESENTATION REGARDING THE OUTCOME OF ANY LEGAL ACTIVITY TOUCHED BY THE SUPERVISION SERVICE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. IN SUCH JURISDICTIONS, THE FOREGOING EXCLUSIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

21. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INVICTUS AI CORPORATION, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES; LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA; DAMAGES ARISING FROM RELIANCE ON STANDARD OUTPUTS; OR ANY OTHER INDIRECT OR CONSEQUENTIAL LOSS, REGARDLESS OF THE THEORY OF LIABILITY.

FOR STANDARD USERS: INVICTUS AI'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (I) THE TOTAL AMOUNT PAID BY YOU TO INVICTUS AI DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (II) ONE HUNDRED DOLLARS ($100.00).

FOR PLUS HUMAN USERS: INVICTUS COUNSEL'S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PLUS HUMAN SERVICE OR THE ATTORNEY-CLIENT RELATIONSHIP SHALL NOT EXCEED THE GREATER OF: (I) THE TOTAL FEES PAID BY YOU TO INVICTUS AI AND INVICTUS COUNSEL DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (II) FIVE THOUSAND DOLLARS ($5,000.00). THIS LIMITATION DOES NOT APPLY TO LEGAL MALPRACTICE CLAIMS TO THE EXTENT APPLICABLE LAW OR PROFESSIONAL RESPONSIBILITY RULES PROHIBIT SUCH LIMITATIONS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

22. Indemnification

You agree to defend, indemnify, and hold harmless Invictus AI Corporation, Invictus Counsel, PLLC, and their respective officers, directors, attorneys, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) your use of the Platform; (ii) your User Content; (iii) your violation of these Terms or any applicable law; (iv) any claim that your User Content caused damage to or infringed the rights of a third party; (v) your breach of any representation or warranty in these Terms; or (vi) your willful misconduct or fraud.

This indemnification does not require you to indemnify Invictus Counsel for claims arising from Invictus Counsel's own professional negligence, errors, or violations of applicable rules of professional conduct. We reserve the right to assume exclusive control of any defense subject to indemnification at your expense.

23. Termination

23.1 Termination by Invictus AI

We may suspend or terminate your Platform account and access immediately, with or without notice, for any reason, including: (i) your breach of these Terms; (ii) your failure to pay applicable fees; (iii) your use of the Platform in a manner that poses legal, security, or reputational risk; or (iv) legal or regulatory requirements. For paid subscribers, we will use commercially reasonable efforts to provide advance notice for termination for convenience.

23.2 Termination by You

You may terminate your account at any time by following the account closure procedures in Platform settings or by contacting legal@invictus.ai. Termination does not relieve you of payment obligations incurred prior to termination.

23.3 Withdrawal from Plus Human Representation

Invictus Counsel may withdraw from a Plus Human engagement consistent with the withdrawal provisions of Arizona ER 1.16 and California RPC 1.16, including where you fail to pay fees after reasonable warning, where continued representation would require violation of applicable professional rules, or where your conduct renders the engagement unreasonably difficult. Invictus Counsel will provide reasonable notice and take steps to avoid prejudice to your interests. Termination of the attorney-client relationship does not automatically terminate your Platform account or Standard tier access.

23.4 Effect of Termination

Upon termination of your account: (i) all licenses granted under these Terms immediately cease; (ii) you must stop using the Platform; and (iii) we may delete your account data in accordance with our data retention policies. Termination of the Plus Human engagement does not terminate your data rights or file rights under Section 16.3. Provisions that by their nature should survive termination shall survive, including Sections 10, 13, 14, 17, 20, 21, 22, 24, 25, and 26.

24. Dispute Resolution and Mandatory Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES MANDATORY BINDING ARBITRATION OF DISPUTES AND CONTAINS A CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS.

24.1 Informal Resolution

Before initiating any formal dispute proceeding, the party with a grievance must provide written notice of the dispute ("Dispute Notice") at least thirty (30) days prior to initiating arbitration. The Dispute Notice must include: (i) the claimant's name and contact information; (ii) a detailed description of the dispute; (iii) the relief sought; and (iv) the factual basis for the claim. The parties agree to negotiate in good faith for thirty (30) days following receipt of the Dispute Notice. Dispute Notices to Invictus AI must be sent by certified mail or nationally recognized overnight courier to Invictus AI Corporation's registered agent in Nevada, with a copy to legal@invictus.ai.

24.2 Mandatory Binding Arbitration

If a dispute cannot be resolved informally, all disputes, claims, controversies, or causes of action of any kind arising out of or relating to these Platform Terms, the IAI Terms, the Platform, or the attorney-client relationship ("Disputes") shall be resolved exclusively by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes, as modified by these Terms. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of this Section.

24.3 Arbitration Procedures

Arbitration shall be conducted by a single neutral arbitrator. The arbitration shall be conducted in Clark County, Nevada, though either party may elect to participate by video or telephone. The arbitrator shall apply Nevada law consistent with the Federal Arbitration Act and applicable statutes of limitation. The arbitrator's decision shall be final, binding, and non-appealable except on the grounds specified in the Federal Arbitration Act, and may be entered as a judgment in any court of competent jurisdiction.

24.4 Arbitration Costs and Prevailing Party Fees

Each party shall be responsible for its own arbitration costs, including its proportionate share of AAA filing fees, administrative fees, and arbitrator compensation, unless otherwise required by the AAA Rules or applicable law. The prevailing party in any arbitration shall be entitled to recover its reasonable attorneys' fees, arbitration costs, expert witness fees, and other reasonable costs. The arbitrator shall specifically identify the prevailing party and include an award of attorneys' fees and costs in the final award.

24.5 Class Action and Collective Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY ONLY, AND NOT AS A PLAINTIFF, CLASS MEMBER, OR PARTICIPANT IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, OR OTHER SIMILAR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. IF THIS CLASS ACTION WAIVER IS FOUND UNENFORCEABLE WITH RESPECT TO ANY CLAIM, THAT SPECIFIC CLAIM SHALL BE SEVERED FROM ARBITRATION AND LITIGATED IN COURT.

24.6 State Bar Grievance Rights — Plus Human

Nothing in these Terms limits or waives your right to file a grievance or disciplinary complaint with the State Bar of Arizona, the State Bar of California, or any other attorney-disciplinary authority. The mandatory arbitration provision does not apply to any disciplinary proceeding before a state bar or other regulatory body with authority over +Human Supervisor attorneys. See also Section 15.6 for state bar fee arbitration rights.

24.7 Emergency and Injunctive Relief

Either party may seek emergency injunctive, temporary restraining order, or other provisional relief in any court of competent jurisdiction where necessary to prevent irreparable harm or protect intellectual property rights pending arbitration. Seeking such relief shall not be deemed a waiver of the right to arbitrate.

24.8 Jury Trial Waiver

FOR ANY CLAIM NOT SUBJECT TO ARBITRATION, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY. BOTH PARTIES CONSENT TO HAVE SUCH CLAIMS TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

25. Governing Law and Jurisdiction

These Platform Terms shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law principles. For any claims not subject to arbitration under Section 24, the parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Clark County, Nevada. Each party waives any objection to such jurisdiction and venue.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. Nothing in this Section limits Invictus Counsel's obligations under applicable professional responsibility rules, which may subject certain Plus Human activities to Arizona, California, or federal law as required by those rules.

26. Modifications to These Terms

We reserve the right to modify these Platform Terms at any time. For material changes, we will provide at least thirty (30) days' advance notice by: (i) posting the revised Terms on the Platform with an updated effective date; (ii) sending notice to the email address associated with your account; or (iii) displaying a prominent notice within the Platform. For non-material changes, we may post revised Terms without advance notice.

Your continued use of the Platform after the effective date of any change constitutes your acceptance of the revised Terms. If you object to any modification, your sole remedy is to stop using the Platform and terminate your account before the effective date.

Plus Human Users Any material change to our practices with respect to Confidential Communications or AI training use requires fresh affirmative consent before the change takes effect. We will not retroactively alter the protections applicable to Confidential Communications already collected.

27. Export Controls and Sanctions Compliance

The Platform may be subject to U.S. export control laws and regulations, including the Export Administration Regulations and applicable sanctions programs. You agree to comply fully with all applicable export control and sanctions laws. You represent and warrant that you are not located in, or a national or resident of, any country subject to a U.S. government embargo, and that you are not listed on any U.S. government list of prohibited or restricted parties.

28. Electronic Signatures and Notices

You consent to the use of electronic records and signatures in connection with these Terms and your use of the Platform, including in connection with Legal Services Agreements. Electronic acceptance shall be legally binding to the same extent as a physical signature. Electronic notices delivered by us to the email address associated with your account or posted on the Platform constitute valid legal notice.

Notices to Invictus AI may be provided by: (i) email to legal@invictus.ai; or (ii) certified mail or overnight courier to the registered address of Invictus AI Corporation in Nevada. Notices are effective upon confirmed delivery or, for email, on the next business day following transmission absent a delivery failure notice.

29. Force Majeure

Neither party shall be liable for delay or failure to perform obligations to the extent caused by circumstances beyond that party's reasonable control, including acts of God, natural disasters, war, terrorism, government actions, pandemics, or failure of telecommunications infrastructure. The affected party shall notify the other party as soon as reasonably practicable and shall resume performance as soon as practicable. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected services upon written notice without liability. Where a force majeure event materially impairs Invictus Counsel's ability to represent you, Invictus Counsel will cooperate in transitioning your matter to alternative counsel.

30. Assignment

You may not assign, transfer, or sublicense these Terms or any of your rights hereunder without our prior written consent. Any attempted assignment in violation of this Section is void. Invictus AI may freely assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets. Assignment by Invictus Counsel of active Plus Human representations is subject to applicable professional responsibility rules governing client consent. These Terms shall be binding upon and inure to the benefit of the parties' respective successors and permitted assigns.

31. General Provisions

31.1 Entire Agreement and Order of Precedence

These Platform Terms, together with the IAI Terms, the Verena Privacy Policy, and any Legal Services Agreements, constitute the entire agreement between you and Invictus AI with respect to the Platform. In the event of a conflict: (i) these Platform Terms control over the IAI Terms on matters specific to the Platform; (ii) Legal Services Agreements control over these Platform Terms only with respect to client-specific terms such as assigned +Human Supervisors, specific fee amounts, and plan scope; and (iii) applicable professional responsibility rules supplement and, to the extent of any conflict, control over all other agreements.

31.2 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if it cannot be so modified, severed from these Terms, without affecting the validity or enforceability of the remaining provisions.

31.3 No Waiver

No failure or delay by either party in exercising any right under these Terms shall operate as a waiver thereof. Waivers must be in writing and signed by an authorized representative of the waiving party.

31.4 Relationship of Parties

These Terms do not create a partnership, joint venture, agency, employment, or franchise relationship between you and Invictus AI. The attorney-client relationship created by a Plus Huma Legal Services Agreement is between you and Invictus Counsel only, and does not make Invictus AI a party to that relationship.

31.5 Beta Features

We may offer access to features in a pre-release, beta, or preview stage ("Beta Features"). Beta Features are provided "as is" with no warranty and may be discontinued at any time without notice. By using Beta Features, you acknowledge they may contain errors and agree not to rely on them for production use. Feedback provided in connection with Beta Features is subject to Section 13.5.

31.6 Accessibility

We are committed to making the Platform accessible to individuals with disabilities to the extent commercially practicable. If you experience accessibility barriers, please contact accessibility@invictus.ai.

31.7 Children's Privacy

The Platform is not directed to or intended for use by individuals under the age of 18. We do not knowingly collect personal information from minors. If you believe we may have collected information from a minor, please contact legal@invictus.ai.

32. Attorney Advertising Notice

Arizona Invictus Counsel, PLLC is a professional limited liability company licensed to practice law in the State of Arizona. These Terms and any Plus Human communications may constitute attorney advertising under Arizona Rules of Professional Conduct. Prior results do not guarantee a similar outcome.

California This communication may constitute attorney advertising in the State of California. Prior results described in any Invictus Counsel communications do not guarantee a similar outcome.

IC is not a certified specialist in any area of law unless specifically stated. IC complies with applicable attorney advertising rules in all jurisdictions in which it practices. No attorney-client relationship is formed by reading these Terms or by using Standard.

33. Contact Information

For questions, concerns, or legal notices regarding these Platform Terms or the Platform:

Invictus AI Corporation (Platform operator — general inquiries, account issues, billing)

Email: legal@invictus.ai

Website: https://invictus.ai/verena/terms

For arbitration Dispute Notices: Written notice must be sent by certified mail or nationally recognized overnight courier to Invictus AI Corporation's registered agent in Nevada, with a copy to legal@invictus.ai.

Invictus Counsel, PLLC (Plus Human engagement inquiries, file requests, professional grievances)

Email: legal@invictus.ai

Mailing address: PO Box 93116, Phoenix, AZ 85070

Privacy inquiries: privacy@invictus.ai — see the Verena Privacy Policy at invictus.ai/verena/privacy

By using the Verena Platform, you acknowledge that you have read, understood, and agreed to these Platform Terms and the Invictus AI Terms of Service.

Invictus AI Corporation | Verena Platform Terms of Service | Version 3.0 | Effective: July 1, 2026 | © 2026 Invictus AI. All rights reserved.