Terms of Service

1. Acceptance of These Terms

These Terms of Service ("Terms") are a legally binding agreement between you and xoCaliber Inc. (the "Company," "we," "us," or "our"), a Delaware corporation, governing your access to and use of the Meritocrat platform, website (meritocrat.us), and related services (collectively, the "Platform").

By creating an account, accessing the Platform, or clicking "I agree," you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Platform.

If you are using the Platform on behalf of a law firm or organization, you represent that you have the authority to bind that entity to these Terms.

2. Description of Services

The Company provides an AI-assisted workspace for structuring and evaluating evidence for evidence-based immigration visa petitions, such as EB-1A (Extraordinary Ability), EB-2 NIW (National Interest Waiver), and O-1A petitions. The Platform helps applicants and immigration attorneys organize evidence, map it to visa criteria, identify potential gaps, and prepare attorney-reviewable workspace outputs.

The Platform is a preparation and organizational tool. It is not a substitute for qualified legal counsel.

3. No Legal Advice — Important Limitation

Immigration law is complex and fact-specific. Filing decisions, legal strategy, and the determination of whether you qualify for any visa category require the judgment of a licensed immigration attorney who knows the full facts of your case.

If you are an applicant using the Platform without an attorney, we strongly encourage you to consult a qualified immigration attorney before making any filing decisions. If you are an immigration attorney using the Platform, you remain solely responsible for all legal strategy, filing decisions, client communications, and final case review. Use of the Platform does not create an attorney-client relationship between you and the Company.

4. Accounts and Subscriptions

4.1 Account Registration

To use the Platform, you must create an account and provide accurate, complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. Notify us immediately at legal@meritocrat.us if you suspect unauthorized access.

You are solely responsible for the accuracy, completeness, and authenticity of all information, documents, and materials you upload, submit, or otherwise provide to the Platform ("User Materials"). You acknowledge that the quality and reliability of AI-generated outputs depend materially on the accuracy and completeness of the User Materials you provide.

4.2 Subscription Plans

The Platform is offered on a subscription basis. Applicant plans and attorney workspace subscriptions are described at meritocrat.us/pricing (or as specified in your order form). Subscription fees are billed in advance on the applicable billing cycle.

4.3 Billing and Payment

By providing payment information, you authorize us to charge the applicable subscription fees. All fees are non-refundable except as required by applicable law or as expressly stated in these Terms. Subscription fees paid for any billing period are non-refundable upon cancellation; cancellation takes effect at the end of the current billing period, and you will retain access to the Platform through that date. The Company will issue a full refund if a technical error caused by the Company results in a charge that was not authorized by you, or as otherwise required by applicable law.

4.4 Renewals and Cancellation

Subscriptions renew automatically at the end of each billing period unless you cancel before the renewal date. To cancel, log in to your account at meritocrat.us, navigate to Account Settings, and select "Cancel Subscription," or contact us at legal@meritocrat.us with the subject line "Cancellation Request." Cancellation requests submitted by email will be processed within two business days of receipt.

5. Attorney Workspace Terms

5.1 Attorney Responsibility

If you are an immigration attorney or law firm using the Platform, you are solely responsible for all legal advice, strategy, case assessment, filing decisions, and communications with your clients. You are responsible for obtaining any consents required from your clients for use of the Platform and for complying with your professional, ethical, and confidentiality obligations. Platform outputs are drafts and organizational aids that you must independently review before using in client matters.

5.2 Attorney Knowledge Base Feature

The optional attorney knowledge base feature allows you to upload firm materials for indexing within your firm's workspace. By enabling this feature and uploading content, you represent that you have the authority to upload that content to a third-party platform and that doing so is consistent with your professional and ethical obligations. You acknowledge that uploading privileged or confidential materials to any third-party system may have implications for attorney-client privilege, and that you are solely responsible for making that determination. Knowledge base content is strictly isolated to your firm's workspace and is not shared with any other Meritocrat customer. Knowledge base content is not used to train AI foundation models.

5.3 Client Data

You act as the data controller for your clients' personal information that you enter into the Platform. The Company processes that information on your behalf as a data processor, subject to our Data Processing Agreement. You are responsible for ensuring that your use of client data in the Platform complies with applicable law and your professional obligations.

6. Acceptable Use

You agree not to:

• Use the Platform to provide legal advice to third parties or represent yourself as an attorney if you are not one.
• Upload or transmit information that you do not have the right to share.
• Attempt to reverse-engineer, decompile, or extract the Platform's underlying models, algorithms, or software.
• Use the Platform in any way that violates applicable law, these Terms, or the rights of any third party.
• Attempt to gain unauthorized access to any part of the Platform or another user's account.
• Use the Platform to submit fraudulent immigration applications or misrepresent qualifications.

The Company reserves the right to suspend or terminate accounts that violate these Terms.

7. AI-Assisted Features — Limitations and Accuracy

7.1 Acknowledgements

The Platform uses large language model (LLM) technology and other AI-assisted workflows to generate outputs. You acknowledge that:

• AI-generated outputs may contain errors, omissions, or inaccuracies.
• Immigration law is complex, fact-specific, and changes frequently. The Company's AI tools may not reflect the most current USCIS policy guidance, adjudicator trends, or case law.
• All AI-generated outputs are informational and organizational in nature only — they are not legal opinions, assessments, advice, or predictions of any immigration outcome.
• The quality of AI outputs depends significantly on the quality and completeness of the information you provide.

The Company does not guarantee that using the Platform will result in a successful visa petition or any particular immigration outcome.

7.2 No Legal Advice

Nothing in the AI-generated outputs produced by the Platform constitutes legal advice. The Company is not a law firm and does not engage in the practice of law. No attorney-client relationship is formed between you and the Company through your use of any Platform feature.

7.3 Attorney Professional Responsibility

If you are a licensed attorney using any feature of the Platform, you acknowledge that your professional responsibility obligations — including competence, supervision, and candor — apply to your use of AI-generated outputs. You are solely responsible for all legal advice, legal strategy, filing decisions, client communications, and final work product delivered to your clients, regardless of whether any portion of that work product was informed by a Platform output.

7.4 California Residents — ADMT Opt-Out and Access Rights

The Platform uses automated decision-making technology ("ADMT"). If you are a California resident, you have the right to opt out by submitting a request to legal@meritocrat.us with the subject line "ADMT Opt-Out Request," or through the opt-out form available in your Account Settings. Your request will be processed within fifteen (15) business days. If you opt out, AI-assisted features will no longer generate outputs from your personal information, but you may continue to upload and organize documents manually.

8. Intellectual Property

8.1 Our IP

The Platform, including its software, design, models, workflows, and all content created by Meritocrat, is owned by Meritocrat and protected by intellectual property laws. Nothing in these Terms grants you any right to use our trademarks, logos, or branding.

8.2 Your Content

You retain ownership of the content you upload or enter into the Platform. By using the Platform, you grant Meritocrat a limited license to process, store, and display your content solely to provide the services described in these Terms. We do not claim ownership of your content and do not use it to train, fine-tune, or improve any AI or machine learning model.

8.3 Platform Outputs

AI-generated outputs produced from your content and inputs are provided to you for your use. To the extent permitted by applicable law, the Company claims no ownership interest in those outputs. You acknowledge that AI-generated content may not be eligible for copyright protection under applicable U.S. law. You are responsible for independently evaluating the intellectual property status of any output before relying on it or submitting it to any third party.

9. Confidentiality

Meritocrat treats immigration case information, attorney workspace data, and knowledge base content as confidential. We will not disclose your confidential information to third parties except as necessary to provide the Platform's services, as required by law, or as described in our Privacy Policy. You agree to keep confidential any non-public information about the Platform's technology, workflows, or business that you learn through your use of the Platform.

10. Disclaimers

11. Limitation of Liability

12. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, advisors, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from: (a) your use of the Platform in violation of these Terms; (b) your content or the content you upload; (c) your violation of any applicable law; or (d) any claim by a third party arising from your use of the Platform, including any claim by a client arising from your use of the attorney workspace.

13. Termination

Either party may terminate these Terms and your access to the Platform at any time. The Company may suspend or terminate your account immediately if you violate these Terms or if required by law. Upon termination, your right to access the Platform ceases. We will delete or return your data within 30 days of termination upon request, subject to our data retention obligations as described in our Privacy Policy.

Sections 3, 8, 10, 11, 12, 14, and 15 survive termination.

14. Dispute Resolution

Before initiating any formal dispute proceeding, the party asserting a claim must provide written notice to the other party describing the dispute in reasonable detail and the relief sought. The parties agree to negotiate in good faith for a period of thirty (30) days following delivery of that notice before either party may initiate arbitration or litigation. Notice to the Company must be sent to legal@meritocrat.us.

Except as provided below, any dispute, claim, or controversy arising out of or relating to these Terms or the Platform that is not resolved during the Informal Resolution Period will be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA"):

• Applicant-subscribers: AAA Consumer Arbitration Rules.
• Attorney-subscribers and law firm customers: AAA Commercial Arbitration Rules.

Arbitration will be conducted on an individual basis. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION PROCEEDING, WHETHER IN ARBITRATION OR IN COURT.

Either party may bring an individual claim in small claims court in lieu of arbitration, provided the claim qualifies under that court's jurisdictional rules. Either party may also seek emergency injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm pending resolution through arbitration.

15. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law provisions. For any claims not subject to arbitration under Section 14, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Wilmington, Delaware.

16. Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes by posting updated Terms on our website with a new effective date and, for registered users, by email. Your continued use of the Platform after the effective date constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Platform.

17. General Provisions

• Entire agreement: These Terms and the Privacy Policy constitute the entire agreement between you and Meritocrat regarding the Platform and supersede any prior agreements.
• Severability: If any provision is found unenforceable, the remaining provisions will continue in full force.
• Waiver: Our failure to enforce any provision is not a waiver of our right to enforce it in the future.
• Assignment: You may not assign these Terms without our prior written consent. We may assign our rights without restriction.
• No third-party beneficiaries: These Terms do not create any third-party beneficiary rights.
• Force majeure: Meritocrat will not be liable for delays or failures caused by events beyond our reasonable control.

18. Contact Information

For questions about these Terms, contact:

19. Expert Advisor Marketplace

19.1 What the Marketplace Is

Meritocrat operates a marketplace through which former USCIS officers ("Expert Advisors") offer non-legal advisory services to visa applicants and immigration attorneys. The Expert Advisor marketplace is a separate product from your Meritocrat subscription. Advisors do not access your subscription account data, case files, uploaded evidence, or AI-generated outputs through the marketplace.

19.2 Advisor Relationship and Independence

Expert Advisors are independent service providers who operate through their own business entities. They are not employees or agents of the Company. Some advisors hold a minority equity interest in Meritocrat or receive compensation through the platform for sessions booked by users. The Company does not supervise, direct, or control the content of advisory sessions. Your contract for advisory services is with the advisor's business entity, not with Meritocrat, except as to the payment and booking terms set out in this Section.

19.3 Booking and Payment

Sessions are booked and paid through the platform. The Company acts as agent of the Expert Advisor (as payee) for purposes of collecting session fees. Payments are processed through the Company's third-party payment processor.

Cancellation and refund policy: You may cancel a booked Expert Advisor session for a full refund up to twenty-four (24) hours before the scheduled session start time. Cancellations made less than twenty-four (24) hours before the scheduled start time are non-refundable. If you do not attend a scheduled session without prior cancellation (a "no-show"), the session fee is forfeited in full. If an Expert Advisor cancels a session, you will receive a full refund within five (5) business days.

19.4 No Legal Advice — Advisor Services

Expert Advisors are former USCIS officers. They are not attorneys and do not provide legal advice, legal representation, or immigration counsel. Advisory sessions are informational and organizational in nature only. Nothing an advisor says in a session constitutes a legal opinion, a prediction of immigration outcomes, or legal strategy. Use of the Expert Advisor marketplace does not create an attorney-client relationship between you and any advisor or between you and the Company.

19.5 Third-Party Reviewers

The Platform may permit or facilitate review of Platform outputs or user case materials by third parties other than Expert Advisors and licensed attorneys ("Third-Party Reviewers"). Third-Party Reviewers are not attorneys and are not authorized to provide legal advice, legal opinions, or immigration representation. You are solely responsible for independently evaluating any Third-Party Reviewer feedback and for consulting a licensed immigration attorney before making any filing decision.

19.6 Meritocrat's Role and Liability

The Company's role in the marketplace is limited to: (a) providing the booking and payment platform; (b) listing advisor profiles; and (c) facilitating payment between users and advisors. The Company is not responsible for the content, quality, accuracy, or outcomes of any advisory session.

19.7 Advisor Conduct Standards

Expert Advisors are required by their platform agreements to: (a) comply with all applicable federal post-employment ethics obligations, including the restrictions set forth in 18 U.S.C. § 207; (b) limit their commentary to the permissible advisory scope; (c) not provide legal advice or immigration representation; (d) maintain confidentiality of user information; and (e) not retain copies of user materials after the engagement.

Expert Advisors participate on the Platform in their personal capacity as independent contractors. Their participation does not represent an endorsement of the Platform by the United States government, DHS, USCIS, or any other federal agency; an affiliation between the Platform and any government agency; or an indication that any Expert Advisor retains any authority with respect to USCIS adjudications or immigration policy.

19.8 User Conduct in Advisor Sessions

You agree not to: (a) ask advisors to provide legal advice, make filing decisions, or communicate with USCIS on your behalf; (b) share information in advisor sessions that you are not authorized to disclose; or (c) record advisor sessions without the advisor's explicit consent.

20. Meritocrat Attorney Connect

20.1 Nature of the Service

Attorney Connect is a listing service only. The Company does not recommend, rank, match, or select attorneys for applicants. The Company does not endorse, certify, or vet any attorney listed in the directory. The presence of an attorney in the directory is not a representation by the Company that the attorney is suitable for any particular matter, licensed in any particular jurisdiction, or free of conflicts of interest.

20.2 Attorney Directory Participation

Attorneys who opt into the directory represent that: (a) they are licensed to practice law in at least one US jurisdiction; (b) their profile information is accurate and current; (c) they will maintain their own professional responsibility obligations, including conflict-of-interest screening, engagement letter requirements, and applicable bar association rules; and (d) they will promptly update or remove their profile if any listed information becomes inaccurate. Attorneys do not pay the Company to be listed in the directory.

20.3 Conflict of Interest Screening

The Company does not perform conflict-of-interest screening. Each attorney listed in the directory is solely responsible for conducting appropriate conflict checks before accepting any matter initiated through Attorney Connect. The Company has no liability for any harm arising from an attorney's failure to identify or address a conflict of interest.

20.4 Applicant Use

Applicant subscribers may browse the directory and, at their own initiative, contact a listed attorney or share their prepared Meritocrat materials with a specific attorney. Applicants are responsible for evaluating and selecting attorneys independently. The Company's provision of the Attorney Connect directory does not constitute legal advice, a referral, or a recommendation.

20.5 No Attorney-Client Relationship Through Meritocrat

Use of Attorney Connect does not create an attorney-client relationship between any applicant and any listed attorney, or between any applicant and the Company. An attorney-client relationship is formed only through a separate engagement process conducted by the attorney outside the platform, typically through an engagement letter or retainer agreement.

20.6 Applicant-Controlled Sharing

Applicants who choose to share their prepared platform materials with a directory attorney do so at their own direction. The Company provides the sharing mechanism but does not independently disclose applicant materials to attorneys. Before sharing, applicants will be shown a preview of the materials to be sent and must confirm the action.

Materials available for sharing may include: raw uploaded documents; structured evidence profiles; AI-generated outputs (case readiness signals, evidence maps, gap analyses, draft narratives); and questionnaire responses. You control which categories of materials you share. By electing to share AI-generated outputs with a directory attorney, you acknowledge that the attorney receiving the outputs is a licensed professional who is responsible for independently reviewing and verifying the content of any AI-generated materials before relying on them in any legal matter.

20.7 Meritocrat's Limited Liability for Attorney Connect

The Company is not responsible for: (a) the quality, accuracy, or completeness of any attorney's professional services; (b) any attorney's failure to conduct conflict screening; (c) any applicant's decision to select or engage a particular attorney; or (d) the outcome of any legal matter in which an Attorney Connect attorney is engaged. The Company's maximum liability for claims related to Attorney Connect will be limited to the portion of the subscription fees paid for Attorney Connect during the three months immediately preceding the claim.

20.8 Attorney Opt-Out

Attorneys may remove their directory listing at any time through their account settings. Upon opt-out, the attorney's profile will be removed from display within 24 hours. Opt-out from the directory does not affect the attorney's separate Meritocrat subscription account.

21. Project Studio — Attorney Subscription Terms

This section governs your use of Meritocrat Project Studio ("Project Studio"), a separate B2B subscription product for licensed attorneys and law firms. By activating a Project Studio subscription and inputting client data into the platform, you agree to these terms and to the Data Processing Agreement (DPA) incorporated herein.

21.1 Attorney-Only Access

Project Studio is designed for use by licensed attorneys and authorized law firm personnel only. Clients (immigration applicants) do not access Project Studio directly. By using Project Studio, you represent that you are a licensed attorney or are acting under the supervision of a licensed attorney, and that you have authority to upload your clients' personal data to the platform.

21.2 Data Processing Agreement

Use of Project Studio with client personal data requires execution of the Company's Data Processing Agreement. The DPA governs Meritocrat's role as a processor of your clients' data. You may not upload client personal data to Project Studio until the DPA is signed. Contact legal@meritocrat.us to obtain the DPA.

21.3 Attorney Professional Responsibility

You are solely responsible for complying with all applicable professional responsibility obligations in connection with your use of Project Studio, including: competence (understanding the AI tools you use and their limitations); supervision (reviewing, verifying, and taking responsibility for all AI-generated outputs before using them in any client matter); confidentiality; client disclosure; and conflict screening.

21.4 AI Output Disclaimer

IMPORTANT: All AI-generated outputs in Project Studio — including case assessments, research summaries, draft documents, and strategic recommendations — are drafts and starting points only. They require attorney review, verification, and professional judgment before use. The Company makes no representation as to the accuracy, completeness, legal sufficiency, or fitness for purpose of any AI-generated content. The attorney is responsible for all legal work products delivered to clients.

21.5 AI Training Prohibition

The Company does not use data processed in Project Studio — including client case files, attorney work product, privileged communications, AI-generated outputs, or any other content — to train, fine-tune, or improve any AI or machine learning model. This prohibition applies to the Company and to all subprocessors. It is enforced as a technical control at the architecture level and as a contractual obligation on all subprocessors.

21.6 Team and Firm Access

Project Studio supports firm-level team subscriptions. The firm administrator is responsible for: (a) configuring appropriate matter-level access controls to restrict access to specific matters to authorized team members only; (b) promptly revoking access for departing personnel; and (c) ensuring that non-attorney staff access client matter records only to the extent consistent with applicable professional responsibility rules.

21.7 Client Notice

As the data controller for your clients' personal data in Project Studio, you are responsible for providing your clients with any notices required by applicable privacy law before uploading their data to the platform, and for complying with any applicable automated decision-making disclosure requirements.

21.8 Company's Limited Liability for Project Studio

The Company is not responsible for: (a) any attorney's failure to comply with professional responsibility obligations in using AI tools; (b) the accuracy, completeness, or legal sufficiency of any AI-generated output; (c) any client harm arising from an attorney's use or non-use of Project Studio outputs; or (d) any privilege waiver or confidentiality breach caused by the attorney's own conduct. The Company's maximum liability arising from Project Studio is governed by the Agreement and DPA.