This Platform Agreement (together with all Order Forms, addenda, schedules, and policies incorporated herein by reference, this “Agreement”) governs all access to and use of the Platform and Services made available by Flux Cap. Corporation, a Delaware corporation (“Provider” or “Flux”), and is entered into between Provider and the entity identified in the applicable Order Form (“Customer”). By executing an Order Form, accessing the Platform, or authorizing any Authorized User to do so, Customer agrees to be bound by this Agreement as of the Effective Date set forth in such Order Form or, if no Order Form has been executed, the date Customer first accesses the Platform or uses the Services (the “Effective Date”). If Customer does not agree to these terms, Customer must not access or use the Platform or Services.
1.IMPORTANT TERMS; INCORPORATION BY REFERENCE
1.1Incorporated Documents. The following documents, as posted on Provider’s website and updated from time to time in accordance with Section 1.3, are hereby incorporated into and made a part of this Agreement by reference (collectively, the “Incorporated Documents”): (a) the Service Terms, which govern the specific terms applicable to each Service offering; (b) the Security Addendum, which sets forth Provider’s technical and organizational security measures; (c) the Data Processing Addendum (“DPA”), which governs Provider’s processing of personal data on Customer’s behalf; and (d) the Privacy Policy, which describes Provider’s practices regarding the collection and use of information.
1.2Order of Precedence. In the event of any conflict or inconsistency among the documents comprising this Agreement, the following order of precedence shall govern: (a) the applicable Order Form, including any deal-specific terms set forth therein; (b) this Platform Agreement; (c) the Service Terms; (d) the Security Addendum; (e) the DPA, which controls for conflicts concerning the processing of Personal Data; and (f) the Privacy Policy. The Security Addendum shall control to the extent of any conflict with respect to Provider’s technical security obligations. The DPA shall control to the extent of any conflict with respect to the Processing of Personal Data subject to applicable Data Protection Law. An executed Business Associate Addendum shall control over the Security Addendum and DPA solely with respect to PHI and HIPAA-required safeguards.
1.3Updates. Provider may update, modify, or replace the terms of this Agreement or any Incorporated Document at any time by posting a revised version on Provider’s website or notifying Customer in writing. For material changes to any Incorporated Document, Provider shall provide Customer with at least thirty (30) days’ prior written notice. Customer’s continued access to or use of the Platform or Services following the effective date of any update constitutes Customer’s acceptance of the updated terms. If Customer objects to any material change, Customer’s sole remedy is to terminate this Agreement pursuant to Section 12.4.
2.DEFINITIONS
As used in this Agreement, the following terms have the meanings set forth below:
2.1“Additional Matter” means any claim, proceeding, demand, action, matter, case, engagement, or legal proceeding that (a) arises from substantially the same facts, transactions, or circumstances as any Matter; (b) utilizes or is in any respect derived from the Work Product or Provider IP; (c) names any defendant, respondent, or counterparty named in any Matter; (d) names any affiliate of any such defendant, respondent, or counterparty; or (e) constitutes an expansion of the scope of any Matter, in each case as further specified in the applicable Order Form.
2.2“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means direct or indirect ownership or control of more than 50% of the voting interests.
2.3“Authorized Users” means individually credentialed licensed attorneys or other qualified legal professionals who are employees, partners, or authorized contractors of Customer, and who are designated by Customer to access and use the Platform on Customer’s behalf solely for the Permitted Purpose, subject to the terms and conditions of this Agreement. Authorized Users must each maintain valid, individual credentials and may not share login credentials with any other person.
2.4“Business Associate Addendum” or “BAA” means the business associate addendum executed by the parties before Customer delivers or uploads any Protected Health Information to Provider in connection with the Services.
2.5“Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”), whether orally or in writing, and designated as confidential or reasonably understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Provider includes, without limitation: (a) the Platform, including its features, functionality, performance and architecture; (b) all Provider IP; (c) the terms and conditions of any Order Form; and (d) any other non-public information regarding Provider’s business, technology, products, plans, customers, pricing, and strategies. Confidential Information of Customer includes, without limitation: (a) Customer Data; (b) Work Product; and (c) any other non-public information regarding Customer’s business, litigation strategy, legal theories, or claims. Confidential Information does not include any information that (i) is or becomes publicly available without breach of any obligation owed to the Disclosing Party, (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party, or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
2.6“Content” means, collectively, Inputs and Outputs.
2.7“Counsel” means Customer’s designated legal counsel as identified in the applicable Order Form, who is responsible for supervising and directing the use of the Platform and any Managed Services in accordance with applicable rules of professional conduct.
2.8“Customer Data” means all data, information, documents, materials, records, and other content provided by or on behalf of Customer or any Authorized User that is ingested, processed, uploaded, transmitted, or otherwise made available to or through the Platform or in connection with any Services, including, without limitation, documents, pleadings, discovery materials, case files, and any other information relating to a Matter or the applicable Permitted Purpose. Customer Data excludes Usage Data and Feedback.
2.9“Data Breach Cap” means the lesser of (i) two (2) times the total Fees actually paid or payable by Customer to Provider in the twelve (12) months directly preceding the event giving rise to liability, or (ii) five hundred thousand dollars ($500,000).
2.10“Documentation” means the technical and other documents regarding the features, functionality, and usage of the Platform and Services as may be made available by Provider to Customer, including user guides, API documentation, help-center articles, and release notes, as updated by Provider from time to time.
2.11“Feedback” means any and all suggestions, ideas, enhancement requests, recommendations, comments, bug reports, error reports, observations, improvement recommendations, or other feedback provided by or on behalf of Customer or any Authorized User to Provider regarding the Platform or Services; provided, however, that Feedback shall not include: (a) Customer Data; or (b) Work Product or other material containing attorney work product or privileged communications or case-specific materials.
2.12“Fees” means all fees and charges payable by Customer as set forth in the applicable Order Forms, which may include, as applicable, “Initial Fees,” “Class Fees,” “Monthly Fees,” “Milestone Compensation,” “Early Termination Fees,” “Tail Fees,” and “Remaining Fees” (each such term, as defined in the applicable Order Forms).
2.13“Inputs” means all data, content, documents, queries, prompts, instructions, and other materials submitted by or on behalf of Customer or any Authorized User to the Platform for processing, analysis, or any other use in connection with the Services.
2.14“Legal Engineer” means a qualified employee or contractor of Provider who is designated to operate the Platform on Customer’s behalf in connection with Managed Services, working under the supervision and direction of Counsel as required by applicable rules of professional conduct. Legal Engineers are not attorneys and do not provide legal advice.
2.15“Liability Cap” means the lesser of (i) the total Fees actually paid or payable by Customer to Provider in the twelve (12) months directly preceding the event giving rise to liability, or (ii) two hundred fifty thousand dollars ($250,000).
2.16“Losses” means any and all claims, demands, actions, proceedings, damages, liabilities, losses, costs, and expenses of any nature whatsoever, including, without limitation, reasonable attorneys’ fees, court costs, and disbursements, whether arising in contract, tort (including negligence), statute, or otherwise.
2.17“Matter” means the specific legal matter, litigation, arbitration, or proceeding, if applicable, identified or designated in the applicable Order Form, in connection with which Customer is authorized to use the Platform and/or Services. For purposes of this Agreement, a “Matter” shall include an Additional Matter, a Post-Termination Matter, and a Public Enforcement Matter. Where no specific Matter is designated in the applicable Order Form, references to “the Matter” in this Agreement shall be read as references to the Permitted Purpose generally, and provisions that are by their nature applicable only to matter-specific engagements (including, without limitation, the definitions of Additional Matter and Post-Termination Matter, Tail Fees, matter-resolution triggers, and Early Termination Fee mechanics) shall not apply unless the applicable Order Form expressly provides otherwise.
2.18“Order Form” means an ordering document executed by both parties that references this Agreement and specifies the Services, Fees, and other terms for Customer’s use of the Platform.
2.19“Outputs” means all results, analyses, summaries, reports, documents, responses, and other content generated by the Platform in response to or in connection with Inputs submitted by or on behalf of Customer.
2.20“Permitted Purpose” means the authorized use case identified in the applicable Order Form.
2.21“Platform” means Provider’s proprietary AI-powered technology platform and software-as-a-service environment, including all underlying artificial intelligence and machine learning models, algorithms, APIs, interfaces, databases, infrastructure, and related tools and functionality made available by Provider under this Agreement, as updated or modified by Provider from time to time.
2.22“Platform License” means the license to use the Platform granted to Customer pursuant to Section 3.1 and the applicable Order Form.
2.23“Post-Termination Matter” means any Matter (including any Additional Matter) that was identified, evaluated, or developed through the use of the Services, Platform, or any Work Product during the Term, as further specified in the applicable Order Form.
2.24“Protected Health Information” has the meaning assigned to it under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, 45 C.F.R. Parts 160 and 164, and the Health Information Technology for Economic and Clinical Health Act (collectively, “HIPAA”).
2.25“Provider IP” means all intellectual property owned or controlled by Provider, including, without limitation: (a) the Platform and all underlying technology, algorithms, models, training data, software, and Documentation; (b) all improvements, derivative works, methodologies, frameworks, and tools developed by Provider; (c) all Feedback; (d) all Usage Data; and (e) any modifications and derivative works of the foregoing.
2.26“Public Enforcement Matter” means any claim, investigation, proceeding, action, or enforcement matter brought by or on behalf of a federal, state, local, tribal, or other governmental entity in the exercise of its sovereign or quasi-sovereign enforcement authority under applicable antitrust, consumer protection, or competition laws, excluding (i) private enforcement actions (including, without limitation, private plaintiff class actions, individual antitrust suits, and qui tam actions brought primarily for the relator’s benefit) and (ii) any action that is financed, funded, or supported in whole or in part by a Third-Party Litigation Funder.
2.27“Remaining Fees” means the aggregate Fees that would have become payable under the applicable Order Form from the effective date of termination through the last day of the then-current Term, as further specified in the applicable Order Form.
2.28“Services” means, collectively, all services provided by Provider to Customer under this Agreement, including, without limitation: (a) access to and use of the Platform; (b) Managed Services (where designated in an Order Form); (c) implementation, onboarding, and configuration services; and (d) any other services described in an applicable Order Form.
2.29“Taxes” means all applicable taxes, duties, levies, and similar governmental assessments, including sales, use, value-added, consumption, withholding, and goods and services taxes and related interest and penalties, but excluding taxes based on Provider’s net income, franchise taxes measured by net income, employment taxes for Provider’s employees, and real property taxes.
2.30“Third-Party Litigation Funder” means any person or entity (other than Customer, Customer’s Counsel, or a governmental entity that is a party to the underlying matter) that provides financing, funding, or other financial support, directly or indirectly, for the prosecution of a legal claim in exchange for a financial interest in the outcome or proceeds of such claim.
2.31“Usage Data” means metadata, telemetry, log data, performance metrics, aggregated usage statistics, and other technical data generated by or in connection with Customer’s and its Authorized Users’ access to and use of the Platform, excluding Customer Data and any information from which a specific Customer, Authorized User, or Matter can be identified.
2.32“Work Product” means deliverables, reports, analyses, summaries, and other materials created by Provider’s Legal Engineers specifically for Customer through the performance of any Managed Services under this Agreement, as identified in an applicable Order Form; provided that Work Product expressly excludes: (a) Provider IP; (b) the Platform; (c) any tools, templates, methodologies, or frameworks used by Provider in creating such deliverables; and (d) Usage Data.
3.LICENSE GRANT AND ACCESS RIGHTS
3.1Platform License. Where an Order Form designates a Platform License, subject to the terms and conditions of this Agreement, including timely payment of all applicable fees, Provider hereby grants to Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform solely for the Permitted Purpose during the Term, solely by and through Authorized Users in accordance with this Agreement and any applicable Order Form. No other rights are granted to Customer with respect to the Platform or Provider IP, and Provider expressly reserves all rights not expressly granted herein. Customer may not use the Platform for any purpose other than the Permitted Purpose.
3.2Managed Services. Where an Order Form designates Managed Services (“Managed Services”), Provider shall facilitate, through its Legal Engineers, the use of the Platform to perform litigation-support and related services solely in connection with the Permitted Purpose and/or any Matter identified in such Order Form, under the supervision and at the direction of Counsel. In Managed Services engagements, Customer will not receive a login or direct access to the Platform; all Platform interaction will be conducted by Provider’s Legal Engineers on Customer’s behalf. The Managed Services shall be performed in accordance with the applicable Order Form, the Service Terms, and any statements of work agreed between the parties.
3.3Authorized Users. Where an Order Form designates a Platform License, Customer shall ensure that access to the Platform is limited solely to individually credentialed Authorized Users. Provider shall maintain a current list of all Authorized Users, and Customer shall promptly notify Provider of any changes to that list. Customer shall not permit any Authorized User to share login credentials or authentication tokens with any other individual. Under no circumstances may any person who is not an Authorized User access or use the Platform. No Affiliate, subsidiary, contractor, consultant, agent, or other third party of Customer may access the Platform under this Agreement. Customer shall promptly deactivate access credentials of any individual who ceases to qualify as an Authorized User or whose access is no longer required. Customer is responsible for all acts and omissions of its Authorized Users and for ensuring Authorized Users’ compliance with this Agreement.
3.4Counsel Direction. All Services, including any Managed Services performed by Provider’s Legal Engineers, shall be performed at the direction of and under the supervision of Counsel. Counsel is solely responsible for determining the scope, nature, and application of any Services to any legal matter, for all privilege and work-product determinations, and for all legal advice rendered to Customer. Provider’s performance of Services does not constitute the practice of law.
3.5Restrictions. Customer shall not, and shall ensure that Authorized Users do not, directly or indirectly: (a) reverse engineer, disassemble, decompile, decode, translate, modify, adapt, or otherwise attempt to derive the source code, model weights, training data, architecture, model parameters, embeddings, inference pipelines, or trade secrets of the Platform or any component thereof, whether in whole or in part; (b) use the Platform, any component thereof, or any Outputs to develop, train, fine-tune, evaluate, or otherwise improve any artificial intelligence or machine learning model, algorithm, or system that competes with Provider or its products or services, including any model extraction or distillation techniques; (c) use Outputs as training data, evaluation data, benchmark data, or any other input for any machine learning model, AI system, or automated system not exclusively operated by Provider; (d) copy, modify, translate, adapt, or create derivative works of the Platform, its underlying technology, or any Provider IP; (e) sublicense, sell, resell, transfer, assign, or otherwise make the Platform or Services available to any third party, except as expressly permitted under this Agreement; (f) remove, alter, or obscure any proprietary notices, legends, or markings on or in the Platform or any Documentation; (g) use the Platform in any manner that violates applicable law, rules of professional conduct, or any court order; (h) use the Platform or any Outputs to conduct, commission, compile, publish, or disclose any benchmarking study, performance evaluation, competitive analysis, or comparative assessment of the Platform relative to any other product or service, or permit any model auditing, evaluation, adversarial testing, safety or robustness testing, model comparison or ranking, or extraction of model behavior patterns, or disclose the results of any such evaluation to any third party; (i) attempt to extract, reconstruct, infer, or derive any portion of the Platform’s training data, datasets, corpora, embeddings, or data sources, whether through automated or manual means, including using any automated or programmatic method to extract data or Outputs from the Platform, including scraping, web harvesting, or web data extraction; (j) share, transfer, disclose, assign, sublicense, or permit use of Customer’s login credentials, API keys, access tokens, or Platform access to any person other than an Authorized User that has been individually credentialed and authorized by Provider; (k) copy, modify, translate, create derivative works of, distribute, publicly display, or publicly perform the Platform or any component thereof; (l) attempt to manipulate, subvert, circumvent, or bypass AI model safeguards or any security or access restriction, including through prompt injection, jailbreaks, adversarial prompts, exploit discovery, or safety-evasion techniques; (m) use the Platform, Services, or any Outputs to provide legal advice or other licensed professional services to any third party without review and supervision by a qualified attorney responsible for that advice or those services; (n) use the Platform, Services, or any Outputs in a manner that interferes with or disrupts the integrity, performance, or availability of the Platform or its underlying infrastructure, infringes or misappropriates any third-party intellectual property right, or is otherwise not expressly permitted by this Agreement; (o) use the Platform or Services to evaluate, classify, or score individuals based on their social behavior or personal information in a manner that results in detrimental, unfair, or unfavorable treatment of such individuals; (p) use the Platform or Services to exploit the vulnerabilities of any individual or group arising from their age, disability, or specific social or economic situation, with the aim of materially distorting their behavior in a manner likely to cause them harm; (q) use the Platform for autonomous decision-making or safety-critical systems, including medical diagnosis, biometric identification, surveillance, or weapons development; or (r) introduce or upload any content containing a virus, malware, Trojan horse, worm, or other harmful code designed to disrupt, modify, access, delete, damage, disable, or otherwise impede the Platform or any associated system or network.
3.6Right to Suspend. Provider may immediately suspend Customer’s and any Authorized User’s access to the Platform, without liability to Customer, in the event that: (a) Provider reasonably believes that Customer’s or any Authorized User’s use of the Platform poses a security risk to the Platform or to any third party; (b) Customer has materially breached any restriction set forth in Section 3.5 (Restrictions); (c) Customer has failed to pay any undisputed fees when due and such failure continues for ten (10) days following notice; or (d) suspension is required by applicable law, regulation, or court order. Provider shall notify Customer of any suspension as promptly as practicable and shall restore access promptly following resolution of the underlying issue. If Provider suspends Services due to a security incident involving unauthorized access to Customer Data, Customer’s payment obligations shall be tolled for the duration of such suspension. In all other cases, suspension shall not relieve Customer of payment obligations.
3.7Right to Modify. Provider reserves the right to modify, update, or discontinue features and functionality of the Platform at any time, including for purposes of security, legal compliance, or operational efficiency. Provider shall use commercially reasonable efforts to avoid any material degradation to the core functionality of the Platform and shall provide reasonable advance notice of material modifications where practicable. No modification shall excuse Customer from its payment obligations unless such modification materially degrades functionality essential to the Permitted Purpose.
3.8Authorized User Requirements. Each Authorized User must be a licensed attorney or legal professional employed by, partnered with, or authorized by Customer and working under a licensed attorney’s supervision, unless otherwise specified in the applicable Order Form. Customer shall ensure that Authorized Users receive appropriate training regarding Platform operation, AI limitations, and the risk of AI-generated inaccuracies before provisioning access.
3.9Credential Security. Access credentials are specific to the individual to whom they are issued and may not be shared. Customer shall promptly de-provision any Authorized User who ceases to qualify or who no longer requires access. Customer shall report any unauthorized access or credential compromise to Provider without undue delay and in any event within twenty-four (24) hours after discovery, and shall cooperate with Provider in investigating and remediating such incidents.
3.10Scope of Use. Customer shall use the Platform solely for the Matter, the Permitted Purpose, or other authorized matters specified in the applicable Order Form. Customer is responsible for ensuring compliance with applicable scope restrictions, conflicts of interest, client consent requirements, and matter-specific data segregation requirements. If Customer identifies, evaluates, or pursues an Additional Matter during the Term or any tail period set forth in an Order Form, Customer shall promptly notify Provider in writing. Each Additional Matter shall be treated as a separate Matter for purposes of fee calculation and shall be subject to such Fees and terms as may be set forth in the applicable Order Form or, at Provider’s election, a separate Order Form executed by the parties.
4.CUSTOMER OBLIGATIONS
4.1Account Security. Customer is solely responsible for maintaining the security and confidentiality of all login credentials, passwords, API keys, and authentication tokens associated with Customer’s account. Customer shall implement and maintain reasonable administrative, technical, and physical safeguards to protect against unauthorized access to or use of such credentials. Customer shall promptly notify Provider in writing upon discovering any actual or suspected unauthorized access to Customer’s account or any credential compromise, in accordance with Section 3.9.
4.2Authorized Users Compliance. Customer shall: (a) ensure that all Authorized Users have been informed of and agree to the terms of this Agreement applicable to their use of the Platform; (b) remain fully liable for the acts and omissions of all Authorized Users as if such acts and omissions were Customer’s own; (c) promptly de-provision access for any Authorized User who no longer meets the requirements for being an Authorized User or whose access should otherwise be revoked; and (d) maintain an accurate and current list of all Authorized Users upon request by Provider.
4.3Audit Rights. Provider reserves the right, upon reasonable prior written notice (not less than five (5) business days, except in cases of suspected material breach), to audit Customer’s books and records (excluding any material protected by attorney-client privilege or the work-product doctrine, or subject to trade-secret or third-party confidentiality obligations) for compliance with this Agreement. Customer shall cooperate with any such audit and provide Provider with reasonable access to relevant records and personnel. Provider shall conduct any audit in a manner designed to minimize disruption to Customer’s operations.
4.4Non-Circumvention. Customer shall not, directly or indirectly, take any action whose purpose or foreseeable effect is to avoid, reduce, circumvent, or frustrate Provider’s right to receive any Fees, expenses, or other amounts payable under any Incorporated Document or Order Form.
4.5Protected Health Information. Customer shall not upload, transmit, or otherwise provide any Protected Health Information to the Platform or in connection with the Services unless the parties have executed a BAA. Any use of Protected Health Information without an executed BAA shall constitute a material breach of this Agreement.
5.DATA OWNERSHIP AND USE
5.1Customer Data and Content Ownership. As between Customer and Provider, Customer retains all right, title, and interest in and to Customer Data and Content, including all intellectual property rights therein, but excluding any Provider IP embedded therein. Customer grants Provider a limited license to access, process, transmit, store, and use Customer Data and Inputs solely to provide the Services.
5.2Work Product Ownership. Where an Order Form designates Managed Services, as between the parties, Customer shall own all right, title, and interest in and to Work Product, excluding any Provider IP embedded therein. To the extent any Work Product incorporates or is based upon Provider IP, during the Term and following termination or expiration, subject to and conditioned upon Customer’s timely payment of all Fees, Early Termination Fees, and Tail Fees when due as set forth in the applicable Order Form, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable license to use Provider IP solely as embodied in the Work Product and solely in connection with the applicable Matter or Permitted Purpose. If Customer fails to pay any Tail Fee or Early Termination Fee when due, the foregoing license shall terminate immediately and automatically without notice. Provider hereby irrevocably assigns to Customer all of Provider’s right, title, and interest in and to the non-Provider IP components of Work Product, effective upon Customer’s payment in full of all fees due with respect to such Work Product.
5.3Provider IP Reservation. Except as expressly stated in this Agreement, this Agreement does not grant either party any rights to the other’s content or intellectual property. As between the parties, Provider retains all right, title, and interest in and to the Provider IP, including the Platform and all underlying technology, and all modifications, improvements, and derivative works thereof. To the extent permitted by applicable law, and to the extent that Customer acquires or is deemed to acquire, whether by operation of law or otherwise, any right, title, or interest in or to any Provider IP, Customer irrevocably and unconditionally assigns to Provider the entire right, title, and interest that Customer may have or acquire in such Provider IP or Usage Data, without further consideration. Customer shall execute all documents and take all actions reasonably requested by Provider to evidence, perfect, and record such assignment.
5.4Usage Data. Provider may collect and use Usage Data to develop, improve, support, and operate the Platform and Services. Provider may not share Usage Data that includes Customer’s Confidential Information with any third party except (i) in accordance with the confidentiality provisions of this Agreement, or (ii) to the extent the Usage Data is aggregated and anonymized such that Customer cannot be identified.
5.5No Training on Customer Data. Provider will not use Customer Data, Inputs, Outputs, Work Product, or any other content processed through the Platform on behalf of customers to train, fine-tune, improve, or benchmark any AI or machine learning model, whether operated by Provider, a sub-processor, or any other third party. This commitment applies regardless of whether the Customer Data has been anonymized, aggregated, or de-identified, unless Customer has provided express, documented prior written authorization for such use with respect to specific identified data.
6.CONFIDENTIALITY
6.1Obligations. Each Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (ii) limit access to Confidential Information to its employees, contractors, and advisors who need that access for purposes consistent with this Agreement and who are bound by confidentiality obligations containing equivalent protections to those contained in this Section.
6.2Compelled Disclosure. If the Receiving Party is legally required to disclose Confidential Information, it shall, to the extent legally permitted and practicable, provide prompt prior notice to the Disclosing Party so that the Disclosing Party may seek a protective order or other appropriate remedy. If relief is not obtained, the Receiving Party may disclose only the portion legally required and shall use reasonable efforts to obtain confidential treatment.
6.3Permitted Work Product Disclosures. Notwithstanding the foregoing, nothing in this Section shall restrict Customer from sharing Work Product with Customer’s clients and co-counsel on the applicable Matter or from incorporating Work Product into documents, filings, memoranda, or other materials prepared in connection with the Matter, provided that Customer does not disclose Provider’s Confidential Information (other than Work Product) except as expressly permitted under this Agreement.
7.INTELLECTUAL PROPERTY
7.1Reservation of Rights. Except as expressly stated in this Agreement, each party retains all right, title, and interest in and to its own content and intellectual property. No rights are granted by implication, estoppel, or otherwise.
7.2Work Product Assignment. To the extent not otherwise addressed in Section 5.2, Provider assigns to Customer all right, title, and interest in and to Work Product, excluding Provider IP, effective upon Customer’s payment in full of all fees due under the applicable Order Forms.
7.3Feedback Assignment. To the extent that Customer provides Provider with any Feedback, Provider may freely use and incorporate such Feedback into its products and services. Provider may not utilize Feedback in a way that identifies, or could be used to identify, Customer, its Authorized Users, Customer Data, Content, or Customer’s Confidential Information.
8.PAYMENT TERMS
8.1Fees and Payment Mechanics. Initial Fees specified in an Order Form are non-refundable unless this Agreement or the applicable Order Form expressly provides otherwise. Monthly Fees are payable within thirty (30) days after each monthly anniversary of the applicable commencement date specified in the Order Form. All Fees are calculated on a full calendar-month basis. No proration shall apply for any partial month unless this Agreement or the applicable Order Form expressly provides otherwise. Any undisputed amount not paid when due shall accrue interest at 1.5% per month (or, if less, the maximum rate permitted by applicable law), calculated from the date such amount was due until paid in full. Customer shall reimburse Provider for all reasonable costs and expenses incurred in the collection of overdue amounts hereunder, including reasonable attorneys’ fees.
8.2Taxes. All Fees set forth in any Order Form are exclusive of Taxes. Customer shall be responsible for all Taxes arising from or relating to this Agreement or any Order Form. If Provider has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, Provider shall invoice Customer for, and Customer shall pay, the appropriate amount, unless Customer provides Provider with a valid tax exemption certificate issued by the appropriate taxing authority. Customer’s payments to Provider shall be made without any deduction or withholding, unless required by law, in which case Customer shall gross up the payment so that Provider receives the amount it would have received absent such deduction or withholding. The parties shall cooperate to minimize any required withholding, including by providing documentation necessary to claim applicable treaty benefits or exemptions.
8.3No Withholding or Setoff. All payments due under this Agreement or any Order Form shall be made free and clear of, and without deduction for, any withholding, setoff, counterclaim, or other deduction of any nature, except as expressly required by applicable law.
8.4Expenses. Customer shall reimburse Provider for all reasonable, actual, third-party out-of-pocket expenses incurred by Provider in connection with the Services, payable within thirty (30) days after receipt of invoice. Where the applicable Order Form specifies an expense approval threshold, prior written approval from Customer is required for expenses exceeding such threshold in any calendar year.
9.REPRESENTATIONS AND WARRANTIES; DISCLAIMERS
9.1Mutual Representations. Each party represents and warrants to the other party that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (b) it has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement; (c) this Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms; and (d) the execution, delivery, and performance of this Agreement does not and will not conflict with or violate any applicable law, regulation, court order, or agreement to which it is a party or by which it is bound.
9.2Provider Representations. Provider represents and warrants that: (a) Provider shall perform all Services in a professional and workmanlike manner consistent with industry standards; (b) Provider shall comply with all applicable laws and regulations in the performance of its obligations under this Agreement; and (c) the Platform does not, as of the Effective Date, knowingly infringe any third-party intellectual property rights.
9.3Customer Representations. Customer represents and warrants that: (a) Customer has all necessary rights and authorizations to provide Customer Data to Provider and to authorize Provider to process such data in connection with the Services; (b) Customer Data does not contain Protected Health Information (unless a BAA is in place) or any material the provision of which to Provider is prohibited by applicable law, regulation, or court order; and (c) Customer shall use the Platform and Services in compliance with all applicable laws, including applicable rules of professional conduct.
9.4DISCLAIMERS.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PLATFORM AND ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. PROVIDER AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
PROVIDER DOES NOT WARRANT THAT THE PLATFORM WILL OPERATE WITHOUT INTERRUPTION OR ERROR, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
THE PLATFORM AND SERVICES ARE TECHNICAL TOOLS AND DO NOT CONSTITUTE LEGAL ADVICE. OUTPUTS GENERATED BY THE PLATFORM ARE NOT LEGAL ADVICE AND REQUIRE REVIEW BY A QUALIFIED ATTORNEY BEFORE USE. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL LEGAL DETERMINATIONS AND CONCLUSIONS DRAWN FROM USE OF THE PLATFORM.
AI-GENERATED OUTPUTS MAY CONTAIN ERRORS, INACCURACIES, HALLUCINATIONS, OR OMISSIONS. PROVIDER MAKES NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF ANY OUTPUT GENERATED BY THE PLATFORM FOR ANY PARTICULAR LEGAL MATTER OR PURPOSE.
PROVIDER MAKES NO GUARANTEE AS TO ANY LITIGATION OUTCOME, RECOVERY AMOUNT, OR OTHER RESULT IN CONNECTION WITH ANY MATTER FOR WHICH THE PLATFORM OR SERVICES ARE USED.
9.5Privilege Preservation Acknowledgment. Provider shall maintain reasonable technical and organizational safeguards designed to support the preservation of applicable attorney-client privilege and attorney work-product protection with respect to Customer Data and Outputs, as more fully described in the Security Addendum. Notwithstanding the foregoing, Customer and Counsel are solely responsible for all privilege determinations, privilege log preparation, clawback requests, and other privilege-management activities in connection with the Matter. Provider makes no representation or warranty that use of the Platform will preserve any applicable privilege or work-product protection.
9.6No Fee-Sharing. Customer acknowledges and agrees that the fees payable under this Agreement constitute charges for technology access and services and do not constitute fee-sharing, fee-splitting, or any division of legal fees between Provider and Counsel within the meaning of New York Rules of Professional Conduct Rule 5.4(a) or the analogous rules of any other jurisdiction. Provider is not a law firm and does not practice law. Customer and Counsel are solely responsible for compliance with applicable rules of professional conduct governing fee arrangements.
9.7No Unauthorized Practice of Law. PROVIDER DOES NOT PRACTICE LAW OR PROVIDE LEGAL SERVICES WITHIN THE MEANING OF NEW YORK JUDICIARY LAW §§ 478, 484, AND 485 OR ANY ANALOGOUS LAW. CUSTOMER AGREES NOT TO ASSERT, AND HEREBY WAIVES, ANY CLAIM IN ANY JURISDICTION THAT PROVIDER ENGAGED IN THE UNAUTHORIZED PRACTICE OF LAW.
9.8No Agency. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party shall have the authority to bind the other party or to incur any obligation on the other party’s behalf. Provider’s Legal Engineers are employees or contractors of Provider and not employees, agents, or representatives of Customer or Counsel. CUSTOMER HEREBY WAIVES ANY CLAIM THAT PROVIDER ACTED AS ITS REPRESENTATIVE BEFORE ANY COURT, TRIBUNAL, REGULATOR, OR GOVERNMENTAL AUTHORITY.
9.9Absence of Solicitation. PROVIDER HAS NOT SOLICITED OR INDUCED ANY LEGAL CLAIM BY CUSTOMER.
9.10No Privilege Waiver. THE PARTIES ACKNOWLEDGE THAT PROVIDER’S INVOLVEMENT, INCLUDING DIRECTION BY COUNSEL, DESIGNATION OF WORK PRODUCT, DATA ISOLATION, COMPLIANCE WITH ITS DOCUMENTED SECURITY AND ACCESS CONTROLS, AND THE NO-TRAINING COMMITMENT, IS INTENDED TO PRESERVE ATTORNEY-CLIENT PRIVILEGE AND WORK-PRODUCT PROTECTION. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A GUARANTEE OF PRIVILEGE OR TO LIMIT A COURT’S DETERMINATION UNDER APPLICABLE LAW.
9.11Conflicts of Interest. PROVIDER MAY WORK WITH OTHER CLIENTS AND ON OTHER MATTERS, INCLUDING DEVELOPING OR PROVIDING PRODUCTS, SERVICES, ANALYSES, OR LITIGATION AND INVESTIGATIVE SUPPORT INVOLVING OTHER PARTIES, INDUSTRIES, CLIENTS, DEFENDANTS, OR MATTERS. PROVIDER SHALL NOT KNOWINGLY SUPPORT A PARTY ADVERSE TO CUSTOMER IN THE MATTER OR USE OR DISCLOSE CUSTOMER’S CONFIDENTIAL INFORMATION, CUSTOMER DATA, OR WORK PRODUCT IN CONNECTION WITH ANY OTHER CLIENT OR MATTER. PROVIDER MAY USE PROVIDER IP, INCLUDING GENERALIZED FRAMEWORKS AND METHODOLOGIES THAT DO NOT CONTAIN OR REVEAL ANY OF THE FOREGOING, WITHOUT RESTRICTION.
9.12No Duty to Monitor or Update. PROVIDER HAS NO OBLIGATION TO MONITOR LEGAL DEVELOPMENTS, UPDATE ANALYSES, OR PROVIDE ONGOING RECOMMENDATIONS EXCEPT AS EXPRESSLY SET FORTH IN AN APPLICABLE ORDER FORM.
10.INDEMNIFICATION
10.1Customer Indemnity. Customer shall defend, indemnify, and hold harmless Provider and its officers, directors, employees, contractors, licensors, successors, and assigns (collectively, “Provider Indemnitees”) from and against any and all Losses arising out of or relating to: (a) Customer’s or any Authorized User’s breach of any restriction set forth in Section 3.5; (b) Customer’s or any Authorized User’s unauthorized use of the Platform or Services; (c) any claim that Customer Data, as provided to Provider, infringes or misappropriates any third-party intellectual property right or violates any applicable law; (d) Customer’s or Counsel’s violation of any applicable law or rules of professional conduct in connection with the use of the Services; (e) any claim by a third party arising from Customer’s disclosure or use of Content or Work Product beyond the scope permitted herein; or (f) any actions taken at the direction of Customer or Counsel, or any litigation strategies, filings, or decisions made by Customer or Counsel.
10.2Provider IP Indemnity. Provider shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and Authorized Users (collectively, “Customer Indemnitees”) from and against any third-party claim alleging that the Platform, as provided by Provider and used by Customer in accordance with this Agreement, infringes any United States patent, copyright, trademark, or trade secret of such third party. Provider’s obligations under this Section 10.2 shall not apply to the extent any claim arises from: (a) modification of the Platform by Customer or any third party without Provider’s consent; (b) use of the Platform in combination with third-party products, services, or data not provided or approved by Provider; (c) Customer Data or any content provided by Customer; (d) Customer’s use of the Platform other than in accordance with this Agreement; or (e) a claim based on a version of the Platform that Provider has notified Customer is superseded and no longer supported.
10.3Indemnification Procedures. The obligations of each indemnifying party under this Section 10 are conditioned on the indemnified party: (a) providing the indemnifying party with prompt written notice of any claim for which indemnification is sought (provided that failure to provide timely notice shall not relieve the indemnifying party of its obligations except to the extent actually prejudiced by such failure); (b) granting the indemnifying party sole control of the defense and settlement of the claim, provided that the indemnifying party shall not settle any claim in a manner that imposes any obligation, restriction, or liability on the indemnified party without the indemnified party’s prior written consent (not to be unreasonably withheld); and (c) providing the indemnifying party with all reasonable assistance, information, and cooperation, at the indemnifying party’s expense.
10.4Sole Remedy for IP Claims. Subject to Section 11.3, the indemnification obligations set forth in Section 10.2 constitute Customer’s sole and exclusive remedy with respect to any claim that the Platform infringes any third-party intellectual property right. In the event of any such claim or threatened claim, Provider may, at its sole option and expense: (a) procure for Customer the right to continue using the Platform; (b) modify the Platform so that it is non-infringing while retaining substantially equivalent functionality; or (c) terminate Customer’s access to the infringing component and refund to Customer any prepaid fees allocable to the terminated functionality.
11.LIMITATION OF LIABILITY
11.1Aggregate Liability Cap. Except as set forth in Section 11.3, in no event shall either party’s aggregate liability to the other party for all claims arising out of or relating to this Agreement and Incorporated Documents (including all Order Forms and any addenda thereto) (collectively, “Customer Agreements”) exceed the Liability Cap. Notwithstanding the foregoing, Provider’s cumulative liability to Customer for all claims arising out of or relating to a breach of Provider’s security obligations under the Security Addendum or an unauthorized disclosure of Customer Data shall not exceed the Data Breach Cap, which shall be the applicable cap for those claims notwithstanding the Liability Cap. For the avoidance of doubt, (a) the Liability Cap and the Data Breach Cap constitute a single, aggregate cap on each party’s (including such party’s Affiliates) total liability arising under or in connection with all Customer Agreements, which shall not apply separately to any agreement, claim, or claim type, nor be multiplied by the number of such agreements, and (b) the Fees paid under all Customer Agreements shall be aggregated for purposes of calculating the Liability Cap and Data Breach Cap.
11.2EXCLUSION OF CONSEQUENTIAL DAMAGES. EXCEPT AS SET FORTH IN SECTION 11.3, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED AGREEMENTS, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, OR THE COST OF SUBSTITUTE GOODS OR SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STATUTE, OR OTHERWISE) UPON WHICH ANY CLAIM IS BASED.
11.3UNCAPPED LIABILITY. The limitations and exclusions set forth in Sections 11.1 and 11.2 shall not apply to or limit: (a) Losses arising from a party’s fraud; (b) either party’s payment obligations; (c) either party’s indemnification obligations under Section 10; and (d) claims based on liability that, by law, cannot be limited.
12.TERM AND TERMINATION
12.1Term. This Agreement shall commence on the Effective Date and shall remain in effect for the initial term specified in the applicable Order Form, and any renewal terms thereafter until terminated in accordance with this Section 12 and the applicable Order Form.
12.2Termination for Cause. Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice from the non-breaching party describing the breach in reasonable detail.
12.3Termination for Insolvency. Either party may terminate this Agreement immediately upon written notice to the other party if the other party (a) becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors that is not dismissed within sixty (60) days, (b) is dissolved or liquidated, or (c) ceases its business operations.
12.4Termination for Convenience. Either party may terminate an individual Order Form for convenience only to the extent specified in such Order Form. Termination does not become effective until the expiration or termination of all operative Order Forms, or as otherwise indicated in the applicable Order Forms. Customer remains obligated to pay for any accrued and unpaid fees. In the event of termination by Provider pursuant to this Section, Provider shall refund to Customer any prepaid Fees allocable to the post-termination period of the then-current Order Form term.
12.5Termination for Regulatory Risk. Provider may terminate this Agreement upon sixty (60) days’ prior written notice to Customer if Provider determines in good faith that (a) continued performance would expose Provider to material legal, regulatory, or professional responsibility risk, including, without limitation, risk arising from changes in applicable law or rules of professional conduct governing the provision of technology services to law firms; or (b) a material adverse change in circumstances renders Provider’s continued performance commercially impracticable, including, without limitation, a material change in the regulatory environment applicable to AI-powered services, litigation-support technology, or data processing. Provider shall provide Customer with a reasonable explanation of the basis for such termination to the extent permitted by applicable law.
12.6Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all rights and licenses granted to Customer hereunder shall immediately terminate, except for licenses expressly stated to continue after termination and subject to their terms; (b) each party shall promptly return or, at the other party’s election, destroy the other party’s Confidential Information; (c) Provider shall, within thirty (30) days following termination, make Customer Data available for Customer’s export or download and, thereafter, shall securely delete Customer Data in accordance with the Security Addendum, unless required by law to retain such data; (d) all accrued payment obligations shall survive and become immediately due; (e) Customer shall immediately cease all use of the Platform, Services, and Provider IP; and (f) Customer may retain Work Product and Outputs to the extent owned by Customer pursuant to this Agreement, subject to the continuing confidentiality obligations set forth herein, provided that if Customer fails to pay any Tail Fee when due, all licenses granted to Customer, including the license to Provider IP embodied in Work Product, shall terminate immediately.
12.7Survival. The following provisions shall survive termination or expiration of this Agreement for any reason: Section 2 (Definitions, solely to the extent needed to interpret surviving provisions); Section 3.5 (Restrictions); Section 5 (Data Ownership and Use, excluding access-dependent provisions); Section 6 (Confidentiality); Section 7 (Intellectual Property); Section 9 (Representations and Warranties; Disclaimers); Section 10 (Indemnification); Section 11 (Limitation of Liability); Section 12.6 (Effect of Termination); this Section 12.7; Section 13 (Governing Law); Section 14 (Dispute Resolution); and Section 15 (Miscellaneous), excluding provisions that are by their nature inapplicable, and any other provision that, by its nature, is intended to survive termination or expiration (including, without limitation, all payment obligations, audit rights, non-circumvention obligations, and obligations relating to the ownership and return of intellectual property and data).
12.8Order-Form-Specific Terms. Early Termination Fees, Tail Fees, minimum terms, renewal mechanics, matter-resolution triggers, and other deal-specific termination mechanics shall be as set forth in the applicable Order Form. In the event of any conflict between this Section 12 and the terms of an applicable Order Form regarding termination, the Order Form shall control. To the extent an Order Form specifies an Early Termination Fee, the parties acknowledge that the Early Termination Fee represents a reasonable estimate of Provider’s committed capacity and is not a penalty. No Fees in any Order Form shall be construed to condition any amount payable to Provider on, or to entitle Provider to any share of, any legal fee, recovery, settlement, or judgment. For clarity: (a) this Agreement creates the umbrella relationship governing all Order Forms; (b) individual Order Forms create service-specific commitments under this Agreement; (c) termination of this Agreement for cause or regulatory risk terminates all operative Order Forms; (d) termination of this Agreement for convenience is effective only upon expiration or termination of all operative Order Forms; (e) individual Order Forms may be terminated in accordance with their own terms, including any Early Termination Fee, Tail Fee, or other deal-specific mechanics; and (f) the Order Form’s termination mechanics control over this Section to the extent of any conflict.
12.9Trial Engagements. Where an Order Form designates a trial engagement, the trial is governed by this Agreement (and not by the Evaluation Terms of Service). Upon expiration of the Trial Period specified in the applicable Order Form, if Customer does not convert to a paid engagement by executing a new Order Form or written amendment, (a) all rights and licenses granted under the applicable Order Form shall terminate, and (b) Provider shall securely delete all Customer Data within thirty (30) days in accordance with the Security Addendum. A trial engagement does not automatically convert to a paid engagement.
13.GOVERNING LAW
13.1This Agreement and all claims arising out of or relating hereto, whether sounding in contract, tort, statute, or otherwise, shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its conflict of laws principles or choice of law rules that would cause the application of the laws of any other jurisdiction. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
13.2The parties hereby consent to the exclusive jurisdiction of the federal and state courts located in New York County, New York, for any dispute that is not subject to arbitration pursuant to Section 14, and waive any objection to venue in such courts. This Agreement is a “qualifying contract” within the meaning of New York General Obligations Law § 5-1401, and is subject to the mandatory jurisdiction provisions of New York General Obligations Law § 5-1402, to the extent applicable.
14.DISPUTE RESOLUTION
14.1Arbitration. Except as provided below, any and all disputes, claims, or controversies arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this arbitration agreement, shall be resolved by final and binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures then in effect (the “JAMS Rules”). The arbitration shall be conducted before a sole arbitrator selected in accordance with the JAMS Rules. The arbitration shall be conducted in the English language and shall take place in New York, New York, unless the parties agree in writing to an alternative location or format. This arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. Judgment on any arbitration award may be entered in any court of competent jurisdiction. The arbitrator shall have authority to award any remedy available at law or in equity, subject to the limitations set forth in Section 11 of this Agreement. Notwithstanding the foregoing, either party may seek emergency injunctive or equitable relief in any court of competent jurisdiction to prevent irreparable harm pending resolution of a dispute by arbitration.
14.2JURY TRIAL WAIVER. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF.
14.3Class Action Waiver. EACH PARTY AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS UNDER THIS AGREEMENT WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AND ANY RIGHT TO A JURY TRIAL.
14.4Prevailing Party. In any arbitration or litigation arising out of or relating to this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable attorneys’ fees, costs, and disbursements incurred in connection with such proceeding, in addition to any other relief to which such party may be entitled. For purposes of this Section, “prevailing party” shall be determined by the arbitrator or court in its reasonable discretion.
14.5Equitable Relief. Each party acknowledges that a breach of its obligations under Section 3.5 (Restrictions), Section 6 (Confidentiality), or Section 7 (Intellectual Property) would cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the non-breaching party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies without the necessity of posting bond or proving actual damages.
15.MISCELLANEOUS
15.1Assignment. Neither party may assign this Agreement without providing the other party with advance written notice, except that Provider may assign this Agreement (i) in its entirety to any Affiliate, or (ii) in connection with a merger, acquisition, or sale of all or substantially all of Provider’s assets.
15.2Notices. All notices, requests, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed delivered: (a) when delivered by hand with written confirmation; (b) one business day after deposit with a nationally recognized overnight courier for next-business-day delivery; or (c) upon confirmed electronic transmission to the email address(es) specified in the applicable Order Form. Either party may update its notice information by providing written notice to the other party.
15.3Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control. Payment obligations are not excused.
15.4Severability. If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, or if such modification is not possible, shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect.
15.5Entire Agreement. This Agreement, together with all Order Forms, addenda, schedules, and Incorporated Documents, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, agreements, and understandings, whether written or oral, between the parties relating to such subject matter. No representation, warranty, or agreement not expressly contained in this Agreement shall be binding on either party, except as provided in Section 15.6 (Prior Agreements).
15.6Prior Agreements. This Agreement does not supersede, amend, or modify any individually negotiated master services agreement, subscription agreement, or other written agreement between Provider and Customer that is in effect as of the date Customer first accepts these terms (each, a “Prior Agreement”), except to the extent the parties expressly agree otherwise in writing. In the event of any conflict between this Agreement and a Prior Agreement, the Prior Agreement shall control for the Customer that is a party thereto.
15.7No Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of the parties hereto and their permitted successors and assigns. Nothing in this Agreement, express or implied, shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement, including, without limitation, any Authorized User, adverse party, or Legal Engineer.
15.8Export Controls. Customer may not export or provide access to the Services any person or entity, into any country, or for any use, if doing so is prohibited under U.S. or other applicable export control or sanctions law. Customer represents that it is not located in any country subject to a U.S. trade embargo or on any U.S. Government restricted party list.
15.9Amendments and Waivers. No amendment, modification, or waiver of any provision of this Agreement shall be binding unless made in writing and signed by authorized representatives of both parties, except as expressly provided in Section 1.3 with respect to updates to Incorporated Documents. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise thereof.
15.10Multiple Order Forms. Customer may execute multiple Order Forms under this Agreement, each of which shall constitute a separate Customer Agreement. Each Order Form shall be a standalone ordering document governing the specific Services, Fees, Matter, and other terms specified therein. Additional engagement models, Matters, or Services require a separate Order Form unless the parties agree in writing to amend an existing Order Form. Execution of a new Order Form does not amend or supersede any prior Order Form unless the new Order Form expressly states so.
15.11Use of Name. Customer grants Provider the right to reference Customer as a customer of the Services and to use Customer’s name and logo for that purpose. Customer may revoke such right at any time by providing written notice.