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, referred to herein as "Meritocrat," 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 pre-filing workspace for structuring and evaluating evidence for evidence-based immigration visa 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.

2.1 Marketplace Structure and Platform Role

The Platform operates as an online marketplace connecting (a) visa applicants and other immigration candidates, (b) licensed immigration attorneys and law firms, and (c) independent advisors and consultants who do not provide legal services through the Platform. The Company provides technology tools, scheduling, and payment infrastructure that enable these independent parties to communicate and transact with one another. The Company itself does not provide legal services, legal representation, or legal document preparation, and does not act as an attorney, law firm, immigration representative, or consulting firm for any user.

The Company is not a party to any attorney-client relationship and does not supervise, direct, or control the legal work performed by any attorney or law firm.

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.

The Platform is structured and operated to avoid the unauthorized practice of law in all jurisdictions. Neither the Company nor any advisor, in their capacity as a participant on the Platform, engages in the practice of law, holds themselves out as providing legal advice, or assumes any duties that are reserved to licensed attorneys under applicable bar rules and unauthorized practice of law statutes.

Use of the Platform does not create an attorney-client relationship between you and the Company, between you and any advisor, or between the Company and any attorney or law firm. Any attorney-client relationship exists solely between you and your chosen attorney under separate engagement terms that are outside the scope of these Terms and the Platform's marketplace role.

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 represent and warrant that your User Materials are truthful, accurate, and not misleading in any material respect, and that you have all rights necessary to submit them. You acknowledge that the quality and reliability of AI-generated outputs depend materially on the accuracy and completeness of the User Materials you provide. The Company is not responsible for any errors, omissions, or inaccuracies in Platform outputs that result from inaccurate, incomplete, or misleading User Materials.

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 or in the Platform). 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 does not provide prorated refunds for unused portions of any subscription period. Notwithstanding the foregoing, 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. Cancellation takes effect at the end of the current billing period. 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. The Company will send a confirmation of cancellation to the email address associated with your account.

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, including when such work is informed by Platform outputs, Expert Advisor sessions, or any other marketplace services.
• 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 to your clients.
• Platform outputs are drafts and organizational aids. You must independently review all Platform outputs before using them in client matters.

5.2 Attorney Knowledge Base Feature

The optional attorney knowledge base feature allows you to upload firm materials — including templates, practice guides, research notes, and strategy documents — 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 other protections, and that you are solely responsible for making that determination. Meritocrat does not provide legal ethics guidance.
• You represent that you have the right to upload any third-party information contained in your knowledge base materials (such as references to firm personnel, prior client matters, or third-party content).
• Knowledge base content is strictly isolated to your firm's workspace and is not shared with, or retrievable by, any other Meritocrat customer.
• Knowledge base content is not used to train AI foundation models.

5.3 Client Data, Data-Processing Roles

If you are an attorney or law firm, you are responsible for the personal information, confidential information, and client materials that you upload to, submit through, or otherwise make available through the attorney workspace, including information relating to prospective clients, clients, and other individuals ("Client Data"). You represent and warrant that you have all rights, permissions, notices, and consents necessary to provide Client Data to the Platform and to authorize the Company to process Client Data as described in these Terms.

As between you and the Company, you determine the purposes for which Client Data is submitted to the attorney workspace in connection with your legal practice. The Company will process Client Data only as necessary to provide, secure, maintain, and support the attorney workspace and related Platform services; to improve the attorney workspace, provided that Client Data used for improvement is aggregated or de-identified; to prevent fraud, misuse, and security incidents; to comply with applicable law; and as otherwise documented in these Terms or instructed by you through the Platform's available functionality. The Company will not sell or share Client Data, use Client Data for cross-context behavioral advertising, or use Client Data to train or fine-tune artificial-intelligence models.

The Company will maintain reasonable administrative, technical, and organizational safeguards designed to protect Client Data; require persons authorized to process Client Data to maintain confidentiality; and require any service provider engaged to process Client Data on the Company's behalf to be bound by written obligations materially consistent with this Section. The Company may use subprocessors to provide the Platform, subject to its Privacy Policy and applicable law.

You remain solely responsible for your legal services, professional and ethical obligations, client communications, conflict screening, legal strategy, and all decisions regarding the collection, use, retention, disclosure, and deletion of Client Data in your legal practice. Nothing in these Terms makes the Company a law firm, legal representative, attorney, fiduciary, or party to an attorney-client relationship, or causes the Company to assume any duty that you owe to a client or prospective client.

The Company's processing of personal information that it collects independently in connection with Platform accounts, billing, user authentication, security, fraud prevention, service administration, legal compliance, and business operations is governed by the Privacy Policy. For clarity, the Privacy Policy does not limit the Company's obligations under this Section with respect to Client Data processed in the attorney workspace.

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, or to request or pressure advisors or consultants to provide legal advice, make filing decisions, or communicate with USCIS on your behalf.
• 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.
• Use the Platform to circumvent licensing, ethics, or unauthorized practice of law requirements in any jurisdiction, including by treating advisor sessions or Third-Party Reviewer feedback as a substitute for legal representation.

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 do not have access to real-time regulatory updates and may not reflect the most current USCIS policy guidance, adjudicator trends, or case law. All AI-generated outputs — including case readiness signals, evidence maps, gap analyses, draft narratives, and workspace materials — are informational and organizational in nature only. They are not legal opinions, legal assessments, legal advice, or predictions of any immigration outcome, and they should not be treated or relied upon as such.
• AI outputs are not a substitute for professional legal judgment. Attorneys using the Platform must independently review all outputs before relying on them in client matters. All users — including applicants using the Platform without an attorney — are responsible for exercising independent judgment before acting on any AI-generated output. AI-generated outputs are starting points and organizational aids only; they require human review and, where appropriate, the independent professional judgment of a licensed immigration attorney before any reliance, filing decision, or strategic determination is made.
• The Company does not guarantee that using the Platform will result in a successful visa petition, RFE response, or any particular immigration outcome. No AI-generated output, case readiness signal, evidence map, gap analysis, or any other content produced by the Platform constitutes a guarantee, prediction, or assurance of any immigration result. Immigration outcomes depend on numerous factors outside the Company's knowledge or control, including USCIS adjudicator discretion, policy changes, the completeness and credibility of evidence, and the exercise of qualified legal judgment. The Company expressly disclaims any representation that use of the Platform improves the likelihood of any particular outcome.
• The quality of AI outputs depends significantly on the quality and completeness of the information you provide. Submitting inaccurate, incomplete, or misleading information will degrade output quality. The Company is not responsible for output errors or omissions caused by deficiencies in the information you submit.

7.2 No Legal Advice

Nothing in the AI-generated outputs produced by the Platform — at any stage, in any feature, or in any format — 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, including AI-assisted features. The limitations stated in Section 3 apply with full force to all AI-generated content.

7.3 Attorney Professional Responsibility

If you are a licensed attorney using any feature of the Platform — including the applicant-facing subscription, the Expert Advisor marketplace, Attorney Connect, or Project Studio — you acknowledge that:

• Your professional responsibility obligations, including competence, supervision, and candor, apply to your use of AI-generated outputs. AI-generated outputs do not satisfy your independent duty to review, verify, and exercise professional judgment.
• 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.
• You must independently verify the accuracy, legal sufficiency, and currency of any AI-generated output before using it in a client matter, submitting it to any government agency, or communicating it to any third party.
• Your use of the Platform does not reduce, modify, or transfer any professional responsibility obligation you owe to your clients or to any applicable bar authority.

For purposes of California law governing automated decision-making technology, your independent review of AI-generated Platform outputs prior to relying on them in any client matter constitutes a qualifying human review process. By using the Platform as a licensed attorney, you acknowledge that you are a qualified human reviewer with the authority and professional obligation to review, evaluate, and override any AI-generated output generated by the Platform, and that no AI-generated output will be used in a client matter without passing through your independent professional review. This acknowledgement is relevant to the Company's ability to rely on the human appeal exception to the ADMT opt-out requirement with respect to attorney-workspace users. Use of the Platform, Expert Advisor marketplace, or any other marketplace feature does not create any co-counsel, partnership, or joint provision of legal services between you and the Company or between you and any advisor or reviewer.

7.4 California Residents — ADMT Opt-Out and Access Rights

The Platform uses automated decision-making technology ("ADMT") — including large language model processing and AI-assisted analysis — to generate outputs such as case readiness signals, evidence maps, and gap analyses from the personal information you provide. If you are a California resident, you have the right to opt out of the use of ADMT to process your personal information for purposes of generating significant decisions, as defined under California law.

To exercise your opt-out right, you may: (a) submit a request by email to legal@meritocrat.us with the subject line "ADMT Opt-Out Request"; or (b) submit a request through the opt-out form available in your Account Settings. Your opt-out request will be processed within fifteen (15) business days of receipt. The Company will not retaliate against you for exercising this right.

If you opt out of ADMT processing, the Platform's AI-assisted features — including case readiness signals, evidence maps, gap analyses, and draft narratives — will no longer be generated from your personal information. You may continue to use the Platform to upload and organize documents manually. Opting out does not affect your subscription status or billing obligations.

You may also request a plain-language explanation of (a) the specific purpose for which the Company used ADMT in connection with your account; (b) how the ADMT processed your personal information to generate an output, including the categories of personal information used and the parameters affecting the output; and (c) how the output was used in connection with any significant decision affecting you. To submit an access request, contact legal@meritocrat.us with the subject line "ADMT Information Request." The Company will respond within 45 days of receipt of a verified request, with a possible 45-day extension for complex requests.

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, AI-generated outputs produced from your User Materials are yours to use, and 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, as the U.S. Copyright Office has determined that purely AI-generated content — without sufficient human authorship — does not qualify for copyright registration. The extent to which any Platform output is protectable depends on the degree of human creative expression contributed by you in the underlying User Materials and prompts. The Company makes no representation as to the copyright status of any particular output. 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. Following termination, the Company may retain backup copies of your data temporarily in accordance with its standard backup lifecycle and may retain certain information as required by applicable law or as necessary for legitimate business purposes including dispute resolution and enforcement of these Terms, as further described in the Privacy Policy.

Sections 3, 8, 9, 10, 11, 12, 14, and 15 survive termination, and our data retention and deletion practices described in the Privacy Policy continue to govern the Company's handling of your personal information following 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 the delivery of that notice (the "Informal Resolution Period") 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") under the following rules:

• Applicant-subscribers: AAA Consumer Arbitration Rules, as amended from time to time.
• Attorney-subscribers and law firm customers: AAA Commercial Arbitration Rules, as amended from time to time.

Arbitration will be conducted on an individual basis. The arbitrator will have authority to grant any remedy that would be available in a court of competent jurisdiction. The arbitrator's award will be final and binding and may be entered as a judgment in any court of competent jurisdiction. Information about AAA procedures is available at www.adr.org.

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. IF THIS WAIVER IS FOUND UNENFORCEABLE WITH RESPECT TO ANY CLAIM, THAT CLAIM WILL PROCEED IN COURT RATHER THAN IN ARBITRATION.

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 and the party seeking small claims court does so on an individual (not class or representative) basis. Either party may also seek emergency injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm pending resolution of a dispute 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 — including claims for injunctive relief, small claims court proceedings, and any claim for which the arbitration clause is found unenforceable — the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Wilmington, Delaware. The parties waive any objection to jurisdiction or venue in those courts. Nothing in this Section limits a party's right to seek emergency injunctive relief in any jurisdiction where necessary to prevent irreparable harm.

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.
• Independent Contractors: Attorneys, Expert Advisors, Third-Party Reviewers, and other service providers using the Platform do so as independent contractors. Nothing in these Terms creates an employer-employee, partnership, joint venture, or agency relationship between you and the Company or among users.
• 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

This Section 19, together with Sections 3, 10, 11, 12, 13, 14, 15, and 17, governs (a) your use of the Expert Advisor marketplace as an applicant or attorney-subscriber and (b) the relationship between the Company and any individual or entity participating on the Platform as an Expert Advisor or Third-Party Reviewer (collectively, "Advisors"). For the avoidance of doubt, all other provisions of these Terms also apply to Advisors, except where a provision is expressly limited to applicants or attorney-subscribers. By registering as an Advisor, completing the Advisor onboarding process, or providing advisory services through the Platform, you agree to be bound by these Terms in your capacity as an Advisor in addition to your obligations as a user of the Platform.

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 have standing access to your subscription account data, evidence library, case files, or AI-generated outputs. An Advisor can see only the documents and information you choose to share with them through the Platform for a specific session.

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, or both.

The Company does not supervise, direct, or control the content of advisory sessions. Meritocrat does not review, edit, or endorse any specific advice given by any advisor. 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.

Each Advisor participates on the Platform as an independent contractor of the Company for purposes of booking and payment processing only. Advisors are not employees, officers, partners, joint venturers, or agents of the Company, and have no authority to bind the Company, make commitments on the Company's behalf, or represent that the Company endorses any specific advice, commentary, or recommendation. Advisors are solely responsible for all taxes, social security contributions, and other obligations arising from any compensation they receive in connection with the Platform.

By participating as an Advisor, you agree to provide non-legal, informational, and organizational consulting services only, as described in Sections 19.1 through 19.6. You will: (a) conduct each session in a professional manner consistent with your experience and credentials; (b) comply with all Platform policies, including confidentiality, data protection, and unauthorized practice of law limitations; (c) not solicit or accept off-Platform engagements from Platform users in a manner that circumvents the Platform's booking and payment infrastructure; and (d) promptly notify the Company if you are unable to complete a scheduled session or if any circumstance arises that may affect your eligibility to participate as an Advisor. Each Expert Advisor represents that the information in their Marketplace profile, including credentials and any former government service, is accurate and not misleading, and will notify the Company promptly if that changes.

Each Expert Advisor permits the Company to display their name, professional background, former government role, biography, likeness, and session descriptions to operate and promote the Marketplace, for as long as they participate. The Company will remove or update profile content within a reasonable period after the Advisor asks in writing.

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. Advisors must maintain an account in good standing with the Company's payment processor and are subject to that processor's own terms and services agreement, which the Advisor accepts directly with the processor. Your payment of the applicable session fee to the Company, in its capacity as agent of the Expert Advisor, satisfies your payment obligation to the Expert Advisor. The Company remits the agreed-upon advisor payout to the advisor's business entity through the payment processor following session completion, in accordance with the terms of the Company's agreement with the Expert Advisor. By booking a session, you authorize the Company and its payment processor to charge the applicable fee to your payment method.

The session fees charged through the marketplace compensate the Advisor for their independent consulting services and compensate the Company for providing technology, booking, and payment infrastructure. The Company does not participate in or structure any division of legal fees charged by attorneys and does not share in or receive any portion of legal fees within the meaning of applicable rules on fee-sharing. Any legal fees charged by licensed attorneys are set, billed, and collected under separate arrangements that are outside the Platform and are not processed, split, or shared by the Company.

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 refund of the session fee less non-recoverable processing costs to your original payment method within ten (10) business days. The Company reserves the right to modify this policy upon reasonable notice.

For each completed advisory session booked and paid through the Platform, the Company will remit to the Advisor, or the Advisor's designated business entity, the applicable payout specified at Advisor onboarding and displayed in the Advisor's account, net of any Platform fees, payment processor charges, and applicable withholding required by law. Payouts will be made through the Company's payment processor on the schedule communicated to Advisors. Advisors acknowledge and agree that: (a) the Company may adjust payout rates prospectively upon 30 days prior written notice; (b) payouts are subject to reversal or offset in the event of chargebacks, refunds, or fraud; and (c) Advisors are solely responsible for reporting and paying any taxes due on amounts received from the Platform.

19.4 No Legal Advice — Advisor Services

Expert Advisors are former USCIS officers or independent consultants. Some Expert Advisors may separately hold a license to practice law. They 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.

Expert Advisors do not practice law through the Marketplace and cannot act in the capacity of an attorney in any Marketplace session. Their commentary reflects personal experience with USCIS adjudication processes and does not constitute legal analysis, legal opinion, or legal advice within the meaning of any state's unauthorized practice of law statutes. No statement by an Expert Advisor — whether regarding evidence quality, adjudicator standards, petition readiness, or any other subject — constitutes a guarantee, prediction, or assurance of any immigration outcome.

Immigration attorneys who use the marketplace remain solely responsible for all legal strategy, filing decisions, client communications, and final case review. Applicants who use the marketplace without an attorney should consult a qualified immigration attorney before making any filing decisions.

Advisory sessions are limited to non-legal consulting, educational guidance, profile feedback, and general subject-matter commentary about evidence and adjudication practices. Advisors do not draft, sign, or file immigration petitions, RFE responses, or other legal submissions on behalf of any user and do not act as legal representatives before USCIS or any other government agency.

If any advisor separately holds a license to practice law, any legal services they choose to provide must be under a separate attorney-client engagement that is outside the Platform and not facilitated, booked, or billed through the Expert Advisor marketplace. In their capacity as advisors on the Platform, such individuals are prohibited from providing legal advice, legal representation, or legal document preparation, and must comply with all applicable unauthorized practice of law and professional-responsibility rules.

19.5 Advisors Providing Services to Attorneys

The Platform may be used by licensed immigration attorneys and law firms to obtain non-legal consulting services from Expert Advisors regarding evidentiary issues, adjudication practices, or other subject-matter topics related to a specific client matter. Any such services are advisory and informational only and do not constitute legal advice, legal strategy, or co-counsel services.

The attorney remains solely responsible for all legal advice, legal strategy, filing decisions, client communications, and final work product delivered to their clients, regardless of whether any portion of that work product was informed by advisor commentary. Use of the marketplace does not create any attorney-client relationship between the attorney's client and the Company or any advisor, nor does it create any joint representation or shared professional-responsibility obligations. The attorney's professional-responsibility obligations described in Sections 5 and 7.3 apply in full to any use of advisor services.

19.6 Third-Party Reviewers

The Platform may, now or in the future, permit or facilitate review of Platform outputs or user case materials by third parties other than Expert Advisors and licensed attorneys ("Third-Party Reviewers"), including but not limited to document preparation services, immigration consultants, peer reviewers, or other non legal service providers. You acknowledge that:

• Third-Party Reviewers are not authorized to provide legal advice, legal opinions, or immigration representation, regardless of their credentials, experience, or the nature of their commentary.
• Any review, feedback, or commentary provided by a Third-Party Reviewer is informational and organizational in nature only and does not constitute legal advice, a legal assessment of your case, or a guarantee of any immigration outcome.
• Use of any Third-Party Reviewer service does not create any attorney-client relationship between you and the reviewer or between you and the Company.
• You are solely responsible for independently evaluating any Third-Party Reviewer feedback and for consulting a licensed immigration attorney before making any filing decision or taking any legal action based on such feedback.
• The Company does not supervise, endorse, or guarantee the accuracy or quality of any Third-Party Reviewer's commentary, and is not responsible for any immigration outcome arising from your reliance on Third-Party Reviewer feedback.

19.7 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. The Company is not responsible for any action taken, filing submitted, or decision made by any user in reliance on commentary provided during an Expert Advisor session or by any Third-Party Reviewer.

The Company does not select, recommend, or evaluate attorneys, advisors, or Third-Party Reviewers for legal competence and does not supervise, direct, or control the substance of any advice or consulting session. The Company is not part of any attorney-client relationship and does not participate in or assume duties arising from attorney-client privilege, confidentiality obligations, or professional responsibility rules. The limitations in Sections 3 and 10 apply with full force to all marketplace services, advisor sessions, and Third-Party Reviewer engagements.

19.8 Advisor Conduct Standards

By agreeing to these Terms and using the Platform, Expert Advisors agree to: (a) if applicable, comply with all federal post-employment ethics obligations, including the restrictions set forth in 18 U.S.C. § 207 and applicable agency-specific ethics regulations; (b) limit their commentary to the permissible advisory scope defined by the Company and its legal counsel; (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. Meritocrat may remove any Expert Advisor from the platform who violates these standards.

Expert Advisors participate on the Platform in their personal capacity as independent contractors. Their participation does not represent, and should not be interpreted as, any of the following:

• An endorsement of the Platform, the Company, or any user's visa petition by the United States government, the U.S. Department of Homeland Security, U.S. Citizenship and Immigration Services (USCIS), or any other federal agency or official.
• An affiliation between the Platform and USCIS, DHS, or any other government agency. Meritocrat is a private company and has no official relationship with any government agency.
• An indication that any Expert Advisor retains any authority, decision-making power, or official capacity with respect to USCIS adjudications or immigration policy. Expert Advisors are former government employees acting solely in a private advisory capacity.
• A representation that any Expert Advisor's prior government experience provides insight into any specific pending or future USCIS adjudication, or that their involvement increases the likelihood of any particular immigration outcome.

Expert Advisors may describe their prior government roles and experience for informational and contextual purposes only. Any such description reflects the advisor's personal background and does not constitute a claim of current government authority, access, or influence. The Company does not represent that any Expert Advisor's former position, tenure, or agency experience will have any bearing on any user's case or immigration outcome.

19.9 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.

You acknowledge that Expert Advisors are independent contractors who operate through their own separate business entities and set their own session content and methodology. Expert Advisors are not employees, agents, or representatives of the Company for any purpose other than as expressly described in these Terms. The Company does not train, supervise, or direct Expert Advisors as to the substance or methodology of their advisory sessions. You are contracting directly with the advisor's independent business entity for advisory services; Meritocrat's role is limited to operating the booking and payment infrastructure described in this Section.

If you request or attempt to obtain legal services, legal strategy, or legal representation from an Expert Advisor, the advisor may decline to respond to those portions of your request or may redirect you to consult a licensed attorney. You acknowledge that sessions may still be billable based on the time spent, even if the advisor declines to provide prohibited legal advice.

You are solely responsible for engaging a licensed immigration attorney to obtain legal advice or representation. Advisor sessions and Third-Party Reviewer feedback are not a substitute for retaining qualified legal counsel.

20. Meritocrat Attorney Connect

This section governs your use of Meritocrat Attorney Connect ("Attorney Connect"), an optional attorney directory feature available to applicant subscribers and to licensed attorneys who choose to list themselves in the directory.

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 and do not pay to receive contact from applicants.

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. Applicants should conduct their own due diligence before engaging any attorney.

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. Once materials are shared with an attorney, the attorney's handling of those materials is governed by applicable professional responsibility rules and any agreement between the applicant and the attorney — not by Meritocrat.

When you elect to share materials with a directory attorney through Attorney Connect, the materials available for sharing may include any combination of the following, depending on what you have prepared within your Platform account:

• Raw uploaded documents: letters of recommendation, evidence of awards, publications, employment records, and other materials you have uploaded to your account.
• Structured evidence profiles: Platform-organized compilations of your background, achievements, and case-relevant information, as structured by you and processed by the Platform's AI-assisted tools.
• AI-generated outputs: case readiness signals, evidence maps, gap analyses, draft narratives, and other content generated by the Platform's AI-assisted features from your uploaded materials and questionnaire responses.
• Questionnaire responses: your answers to Platform-guided questions about your background, immigration history, and case context.

You control which categories of materials you share. The Platform will display the specific materials selected for sharing before you confirm the action. You are not required to share AI-generated outputs or structured profiles; you may limit sharing to raw uploaded documents if you prefer.

AI-generated outputs — including case readiness signals, evidence maps, and gap analyses — are produced by automated processes and may contain errors, omissions, or inaccuracies. By electing to share AI-generated outputs with a directory attorney, you authorize the Company to transmit those outputs to the selected attorney, and 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.
• Sharing AI-generated outputs with an attorney does not create an attorney-client relationship. An attorney-client relationship is formed only through the attorney's own separate engagement process.
• AI-generated outputs shared with an attorney do not constitute legal advice from the Company or from the attorney, unless and until the attorney independently reviews the materials, exercises professional judgment, and separately advises you in the context of an established attorney-client relationship.

Attorneys who receive applicant materials through Attorney Connect represent, by accepting the materials, that they will: (a) treat the materials as confidential and handle them in accordance with applicable professional responsibility rules; (b) independently review any AI-generated outputs before relying on them in any client matter; (c) not use the materials for any purpose other than evaluating whether to establish an attorney-client relationship with the applicant or providing legal services to the applicant pursuant to such a relationship; and (d) conduct appropriate conflict-of-interest screening before accepting any matter arising from materials received through Attorney Connect.

20.7 Meritocrat's Limited Liability for Attorney Connect

The Company's liability in connection with Attorney Connect is limited to its role as the operator of the directory listing service. The Company is not a party to any attorney-client relationship formed through 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, calculated based on the applicable subscription price.

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" or "Studio"), a feature of the attorney workspace described in Section 5. Section 5, including Section 5.3 (Client Data, Data-Processing Roles), applies in full to Project Studio. The terms in this Section 21 are additional to, and do not replace, Section 5.

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

Section 5.3 (Client Data, Data-Processing Roles) governs the Company's processing of Client Data in Project Studio. The Company may, at its discretion or at the request of an attorney or law firm, enter into a separate Data Processing Agreement where required by applicable law or by the firm's own compliance requirements. Where the Company and a firm execute a Data Processing Agreement, it supplements Section 5.3 and controls to the extent of any conflict.

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: maintaining client confidentiality obligations when uploading data to Project Studio.
• Client disclosure: complying with any applicable bar association requirements to inform clients about the use of AI tools in their matter.
• Conflict screening: conducting appropriate conflict-of-interest checks before creating client matters in a shared firm workspace.

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. This prohibition applies equally to all Client Data processed in the attorney workspace.

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. The Company provides access control tools; the firm is responsible for configuring and maintaining them.

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. The Company's Privacy Policy describes the Company's role as processor and is available at meritocrat.us/privacy.

21.8 Company's Limited Liability for Project Studio

The Company provides Project Studio as a technology tool for attorney use. 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 Section 11 of these Terms.