DISCLAIMER: THE CONTENTS OF OUR SITE (AS DEFINED BELOW) DO NOT CONSTITUTE LEGAL ADVICE, ARE NOT INTENDED TO BE A SUBSTITUTE FOR LEGAL ADVICE AND SHOULD NOT BE RELIED UPON AS SUCH. YOU SHOULD SEEK LEGAL ADVICE OR OTHER PROFESSIONAL ADVICE IN RELATION TO ANY MATTERS YOU OR YOUR BUSINESS MAY HAVE.

 

IF YOU ARE USING OUR SITE AS AN EMPLOYEE, AGENT, OR CONTRACTOR OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY FOR PURPOSES OF ACCEPTING THE TERMS OF SERVICE. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE (OR DEEMED ACCEPTANCE THROUGH USE OF THE SITE BY SUCH AUTHORIZED PERSONNEL.

 

1. DEFINITIONS. 

 

1.1. “Affiliate”: shall mean any entity, individual, firm, or corporation, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with LegalMente;

 

1.2. “Associates” shall mean LegalMente’s officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns;

 

1.3. “AI” shall mean artificial intelligence;

 

1.4. “Browser” shall mean any person who visits any page of the Site, whether by landing at the home page or any other page through use of a hyperlink of another website or by direct access to the Site and who has no intention of using, or does not use, the Services offered by us;

 

1.5. “Contracts” shall mean written agreements uploaded to the Site.

 

1.6. “Customer” shall mean any person who buys (directly from us) our Services. 

 

1.7. “Customer Data” shall mean all information uploaded, entered, collected,  processed, and/or stored through the Site by Customer or on Customer’s behalf, including Contracts and Contract text analyzed by the Site when it is used by the Customer. Nevertheless, Customer Data does not include payment records, credit cards or other information Customer uploads or shares within our Site to pay LegalMente, or other information and records related to Customer’s account, including without limitation identifying information related to Customer, staff involved in payment or other management of such account (the use of such information is addressed in the LegalMente Privacy Policy);

 

1.8. “Data Incident” shall mean (i) unauthorized disclosure of, access to, or use of Customer Data, including without limitation Excluded Data, or (ii) violation of Privacy/Security Law through Customer’s account. Data Incidents include, without limitation, such events caused by Customer, by LegalMente, by Customer’s customers or other users, by hackers, and by any other third-party;

 

1.9. “De-Identified Data” shall mean Customer Data (as defined below) with the following removed: information that identifies or could reasonably be used to identify an individual person, a household, or Customer.);

 

1.10. “Effective Date”: shall mean the date of this Agreement which is the earlier of: (a) Customer’s initial access to the Site through any online registration, or order process; or (b) the Effective Date of your first Order (as defined below). This Agreement will govern Customer’s initial purchase on the Effective Date and any future purchases made by Customer that make a reference to this Agreement;

 

1.11. “Feedback” shall mean any suggestion or idea for improving or otherwise modifying any of LegalMente’s services;

 

1.12. “OpenAI” shall mean OpenAI, LP, an AI research and deployment nonprofit that has developed a publicly accessible application programming interface (API) for generating natural language based on AI models;

 

1.13. “Order” shall mean an order for access to the Site, which is signed by both parties and references these Terms of Service;

 

1.14. “Personal Information” shall mean information as required from the User in order to register for the Services;

 

1.15. “Privacy/Security Law” shall mean privacy and security laws governing LegalMente’s handling of Customer Data (if any);

 

1.16. “Registration Process” shall mean the Registration Process to be followed by a Browser on our Site in order to enable them to use the Services and thus make the transition from a Browser to a User;

 

1.17. “Services” shall mean the Services provided by us to the User as set out in Subsection 2.5 below;

 

1.18. “Site” shall mean LegalMente’s software-as-a-service application identified in any Order that allows Users to access certain features and functions through a web interface, particularly using generative AI modeling to review contract language and offer feedback and/or comments to such language.

 

1.19. “Term” is defined in Section 11.1 below;

 

1.20. “User” shall mean any individual who uses the Site on Customer’s behalf or through Customer’s account or passwords, whether authorized or not.

 

2. OUR SITE.

 

2.1. Use of the Site. As a User of our Site, you agree to use our Site legally and not for illegal purposes.  If we believe that you are using our Site illegally or in a manner that violates these Terms of Service, we reserve the right to limit, suspend or terminate your access to our Site. We also reserve the right to take any legal steps necessary to prevent you from accessing our Site. You understand and agree that our Site is intended exclusively for use by lawyers in their business capacity. 

 

2.2. No Substitute for Legal Advice. As a User of our Site, you agree and understand that the Services provided by LegalMente are not legal advice and should not be used as a substitute for consultation with a licensed attorney.  Each state has its own laws which may apply as well as federal law.  If you have any legal questions, it is best to consult with a licensed attorney who can provide you with legal advice specific to your situation.

 

2.3. Restrictions. You may not (i) use the Services in a way that infringes, misappropriates or violates any person’s rights; (ii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services (except to the extent such restrictions are contrary to applicable US law); (iii) use output from the Services to develop models that compete with LegalMente; (iv) use any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or web data extraction; (v) represent that output from the Services was human-generated when it is not or otherwise violate our Terms of Service. 

 

2.4. Site Support. LegalMente will exercise commercially reasonable efforts to (1) provide support related to the use of our Site to Customer, and (b) maintain the Site operational and available to Customer, in each case, and in accordance with its standard policies and procedures.

 

2.5. Documentation: You may not reproduce and use the Site IP (as defined in Section 6) solely as necessary to support Users’ use of the Site.

 

2.6. Site Revisions. LegalMente may revise the features and functions of the Site at any time, including without limitation by removing such features and functions. If any of those revisions to the Site materially reduces features or functionality provided pursuant to an outstanding Order, you may, within 30 days of notice of the revision, terminate such Order, without cause, or terminate this Agreement without cause if such Order is the only one outstanding.

 

2.7. Services offered by our Site. 

• Our Site enables you to upload a Contract for our software to review and generate feedback and/or comments. 

• The specifications of our Services are as set out on the Site at the time of your Order.

• The scope of our Services is limited to the description of the scope on the Site at the time of your Order or as otherwise notified to you by us over e-mail or otherwise. In no event shall our Services provide or seek to provide, any legal advice. 

 

3. PAYMENT.

 

3.1. Payment information. We accept the payment methods as provided on our Site. When you provide us with your payment information, you authorize our use and access to the payment instrument you have chosen to use. By providing us with your payment information, you authorize us to charge the amount due to this payment instrument.  If we believe that your payment has violated any law or these Terms of Service, we reserve the right to cancel or reverse your transaction. 

 

3.2. Subscription Fees. Customer agrees to pay LegalMente the fee stipulated in each Order (the “Subscription Fee”) for each Term. The Subscription Fee is due immediately upon invoice issuance. Customer will always maintain complete, accurate and up-to-date billing and contact information. In the event of any late payments, Customer will pay interest charges from the time the payment was due at the rate that is the lower of 2% per month or the highest rate permissible under applicable law. LegalMente will not be required to refund the Subscription Fee under any circumstances. All sales are final. 

 

3.3. Taxes. LegalMente’s failure to include any applicable tax in an invoice will not waive or dismiss its rights or obligations pursuant to this Section. If applicable law requires withholding or deduction of sales taxes or any other tax or duty, Customer will separately pay LegalMente the withheld or deducted amount, over and above Subscription Fees due. For the avoidance of doubt, this Section does not govern taxes based on LegalMente’s net income or assets.

 

3.4. Suspension for Non-Payment. LegalMente reserves the right (in addition to any other rights or remedies LegalMente may have) to suspend some or all Customer access to the Site if any Subscription Fees are overdue, until any outstanding amounts are paid in full.

 

4. CUSTOMER DATA & PRIVACY.

 

4.1. Use of Customer Data. LegalMente must use Customer Data in certain ways to power the processing of the Site, including passing Contracts text uploaded by Customer through OpenAI’s developed AI models (or such other AI model as the Site may utilize) that can understand and generate natural language. The AI model currently used for the Site is GPT-3.5 (third generation Generative Pre-trained Transformer) technology, which is a neural network machine-learning model trained using internet data to generate any type of text. Developed by OpenAI, GPT-3.5 uses input text to generate large volumes of relevant and sophisticated machine-generated text. The Site sends Customer Data to a GPT-3.5 model in order to generate response text. The Site does store Customer Data analyzed by the GPT-3.5 model. Accordingly:

 

(a) LegalMente will:

 

(i) process Customer Data as needed through OpenAI’s generative AI platform (or such other AI platform as the Site may use) in order to deliver the Site’s core functionality to the Customer;

 

(ii) only process and/or transfer Customer Data using secure, reasonable, and appropriate tools;

 

(iii) exercise reasonable efforts to prevent unauthorized disclosure or exposure of Customer Data; and

 

(iv) comply with all Privacy/Security Laws that are applicable both specifically to LegalMente and generally to data processors in the jurisdictions in which LegalMente does business.

 

(b) LegalMente will not:

 

(i) access, process, or otherwise use Customer Data other than as necessary to facilitate the Site; or

 

(ii) give any third-party access to Customer Data, except LegalMente’s Affiliates, Associates, subcontractors or collaborators (and including OpenAI, whose privacy policy is located at https://openai.com/policies/privacy-policy) that have a need for such access to facilitate or operate the Services or the Site.

 

4.2. Deletion Requests. If LegalMente receives a “right to know,” deletion, “right to be forgotten,” or similar request related to Customer Data, LegalMente may respond in accordance with applicable US law. Nothing in this Agreement precludes LegalMente from asserting rights or defenses it may have under applicable US law related to such requests.

 

4.3. Additional Fees. Customer recognizes and agrees that LegalMente may charge additional fees (without limitation) (a) for activities (if any) required by applicable Privacy/Security Laws and (b) for activities Customer requests to help it comply with such Privacy/Security Laws.

 

4.4. Privacy Policy. Customer acknowledges LegalMente’s privacy policy pertaining to the Site and collection of Personal Information at https://legalmente.ai/privacy-policy and Customer recognizes and agrees that nothing in this Agreement restricts LegalMente’s right to alter such privacy policy, at any time without notice.

 

4.5. De-Identified Data. Notwithstanding the provisions of this Section LegalMente may use, reproduce, sell, publicize, or otherwise exploit De-Identified Data in any way, in its sole discretion, including without limitation aggregated with data from other customers. 

 

4.6. Deletions. LegalMente may in its sole discretion permanently delete Customer Data if Customer’s account is delinquent, suspended, or terminated for 30 days or more, without limiting LegalMente’s other rights or remedies.

 

4.7. Required Disclosure. Notwithstanding the provisions above of this Section LegalMente may disclose Customer Data as required by applicable law or by appropriate legal or governmental authority. LegalMente will notify Customer of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer’s expense.

 

4.8. Risk of Exposure. Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Site, Customer assumes such risks. LegalMente offers no representation, warranty, or guarantee that Customer Data will not be exposed or disclosed through errors or the actions of third parties.

 

4.9. Data Accuracy. LegalMente will have no responsibility or liability for the accuracy of data uploaded to the Site by Customer, including without limitation Customer Data and any other data uploaded by Users.

 

4.10. Algorithmic Training Data. LegalMente has opted out of OpenAI’s available option to store and analyze Customer Data for high-level AI algorithmic training purposes (including via the GPT-3.5 model). LegalMente may later opt-in to this functionality, without notice to Customer.

 

5. RESPONSIBILITIES & RESTRICTIONS OF CUSTOMER.

 

5.1. Acceptable Use.

 

(a) Customer will not:

 

(i) use the Site for any objectionable or unlawful purpose;

 

(ii) after purchase of Services, add a review or comment relating to the Services purchased although we reserve the right to remove any such review in the event that same is untrue, inflammatory or libelous;

 

(iii) introduce or upload any virus, worm, trojan horse, malicious code or other program which may damage computers or other computer-based equipment;

 

(iv) sell, redistribute or use information contained on the Site for a commercial purpose without our prior written consent;

 

(v) use the Site for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Site;

 

(vi) provide passwords or other log-in information of our Site to any third-party;

 

(vii) share non-public features or content of our Site with any third-party;

 

(viii) access the Site in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Site, or to copy any ideas, features, functions or graphics of the Site; or;

 

(ix) remove or alter our copyright notices or other means of identification including any watermarks, as they appear on the Site or any of our emails;

 

(x) engage in web scraping or data scraping on or related to the Site, including without limitation collection of information through any software that simulates human activity or any bot or web crawler; 

 

(xi) use the Site to access systems, data or information not intended by us to be made accessible, to attempt to obtain any materials or information through any means not intentionally made available by us, or for any use other than the business purpose for which it was intended.

 

(b) If LegalMente suspects any breach of the requirements of Section 5.1(a), including without limitation by Users, LegalMente may suspend some or all Customer’s access to the Site without advance notice, in addition to such other remedies as LegalMente may have.

 

(c) Users understand and agree that they are solely responsible for compliance with all laws, rules and regulations that may apply to its use of the Site or the Services, including without limitation Privacy/Security laws.

 

5.2. Unauthorized Access. Customer will take reasonable steps to prevent unauthorized access to the Site, including without limitation by protecting its passwords and other log-in information. Customer will notify LegalMente immediately of any known or suspected unauthorized use of the Site or breach of its security and will use best efforts to stop said breach.

 

5.3. Customer Rights and Consents. Customer represents, warrants, and covenants that it has and shall maintain throughout the term all necessary rights, consents, and authorizations to provide the Customer Data to LegalMente and to authorize LegalMente to use, disclose, or otherwise process that Customer Data through the Site as contemplated by this Agreement.

 

5.4. Users and Site Access. Customer is responsible and liable for: (a) Users’ use of the Site, including without limitation unauthorized User conduct and any User conduct that would violate the requirements of this Agreement applicable to Customer; (b) any use of the Site through Customer’s account, whether authorized or unauthorized; and (c) allowing Customer Data to be analyzed by the Site.

 

6. INTELLECTUAL PROPERTY & FEEDBACK.

 

6.1. Intellectual Property Rights to the Site. LegalMente retains all rights, title, and interest in and to the Site and any and all intellectual property rights therein, including without limitation all software used to provide the Site and all graphics, user interfaces, logos, and trademarks reproduced through the Site (collectively, the “Site IP”). This Agreement does not grant Customer any intellectual property license or rights in or to the Site or any of its components, except to the limited extent that such rights are necessary for Customer’s use of the Site as specifically authorized by this Agreement. Customer recognizes that the Site and its components are protected by copyright and other laws.

 

Users are expressly prohibited from “mirroring” any content contained on the Site, on any other server unless our prior written permission is obtained, which should such consent be provided, we reserve our right to withdraw such consent at any stage, in our sole and absolute discretion. Users may not use LegalMente’s logos and/or brand without LegalMente’s prior written consent.

 

We own or are licensed to use all intellectual property on the Site. Users may not use any of our intellectual property for any purpose other than as may be required to use the Site for its intended purpose. “LegalMente AI” is a trade mark and is therefore legally protected. No rights are granted to User or any third-parties to reproduce or use our trade mark for any purpose without prior written approval. 

 

6.2. Open Source Software.

 

(a) Certain items of software may be provided to Customer with the Site and are subject to third party or “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of Sections 6 (IP & Feedback) or 8 (Indemnification). Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software.

 

(b) Nothing in this Agreement limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, LegalMente makes such Open Source Software, and LegalMente’s modifications to that Open Source Software, available by written request at the notice address specified below.

 

6.3. Feedback. LegalMente has not agreed to and does not agree to treat as confidential any Feedback that Customer or Users give LegalMente, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict LegalMente’s right to store, use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer. For greater certainty, Feedback will not be considered Customer’s trade secret. 

 

7. REPRESENTATIONS & WARRANTIES.

 

7.1. Customer represents and warrants that:

 

(a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement;

 

(b) it has full right of authority to provide and to upload the Customer Data to the Site;

 

(c) the Personal Information provided to us is and shall remain accurate, true and correct and that the User will update the Personal Information held by us to reflect any changes as soon as possible when registering on or subscribing to the Site, Customer warrants that they are not impersonating any person; or violating any applicable law regarding use of personal or identification information. Further and insofar as the Registration Process is concerned, the User warrants that the login details shall: be used for personal use only and not be disclosed to any third-party;

 

(d) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the Site; 

 

(e) it is a law professional, or a law firm authorized to do business pursuant to applicable law;

 

(f) User further agrees that, once the correct log-in details relating to the User’s account have been entered, irrespective of whether the use of the username and password is unauthorized or fraudulent, the User will be liable for payment of any such Services purchased;

 

(g) Customer shall not use the Site for legal advice or as substitute for consultation with a licensed attorney; and

 

(h) If Customer’s representations and warranties herein are false, incorrect, or become incorrect, then LegalMente may, at its sole discretion, immediately terminate Services without refund. 

 

7.2. Warranty Disclaimers.

 

(a) CUSTOMER ACCEPTS THE SITE “AS IS,” WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

(b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (A) LEGALMENTE HAS NO OBLIGATION TO INDEMNIFY OR DEFEND CUSTOMER(S) OR USER(S) AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (B) LEGALMENTE DOES NOT REPRESENT OR WARRANT THAT THE SITE WILL PRODUCE ACCURATE OR RELEVANT CONTENT FOR THE CUSTOMER(S), OR OTHERWISE PERFORM WITHOUT INTERRUPTION OR ERROR; (C) LEGALMENTE DOES NOT REPRESENT OR WARRANT THAT THE SITE IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION, OR THAT CUSTOMER DATA OR CUSTOMER’S USAGE WILL REMAIN PRIVATE OR SECURE, (D) LEGALMENTE DOES NOT REPRESENT OR WARRANT THAT THE AI OUTPUTS GENERATED BY THE SITE WILL BE SATISFACTORY IN ANY WAY TO CUSTOMER(S); AND (E) LEGALMENTE HAS NO CONTROL OVER OPENAI, ANY OTHER THIRD PARTY AI MODEL, OR THE CONTINUED AVAILABILITY OF THEIR FUNCTIONAL PERFORMANCE OR AI MODELS.

 

8. INDEMNIFICATION.

 

8.1. Customer will defend, indemnify, and hold harmless LegalMente and LegalMente Associates and/or their Affiliates against any “Indemnified Claim,” meaning any third-party claim, suit, or proceeding arising out of or related to Customer’s alleged or actual use of, misuse of, or failure to use the Site, including without limitation:

 

(a) claims by Users or by Customer’s employees, as well as by Customer’s own customers;

 

(b) claims related to Data Incidents; and

 

(c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the Site through Customer’s account, including without limitation by Customer Data.

 

8.2. INDEMNIFIED CLAIMS INCLUDE, WITHOUT LIMITATION, CLAIMS ARISING OUT OF OR RELATED TO LEGALMENTE’S NEGLIGENCE.

 

8.3. Customer’s obligations set forth in this Section include, without limitation:

 

(a) settlement at Customer’s expense and payment of judgments finally awarded by a court of competent jurisdiction, as well as payment of court costs and other reasonable expenses; and

 

(b) reimbursement of reasonable legal fees incurred before Customers’ assumption of the defense (but not legal fees incurred thereafter).

 

8.4. If Customer fails to assume the defense on time to avoid prejudicing the defense, LegalMente may defend the Indemnified Claim, without loss of rights pursuant to this Section.

 

8.5. LegalMente will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it or a LegalMente Associate or Affiliate admit wrongdoing or liability or subjects either of them to any ongoing affirmative obligation.

 

9. LIMITATION OF LIABILITY.

 

9.1. The Site shall be used entirely at a User’s own risk.

 

9.2. We are not responsible for, and the User agrees that we will have no liability in relation to, the use of and conduct of Users in connection with the Site, or any other person’s use of or conduct in connection with the Site, in any circumstance.

 

9.3. We cannot guarantee or warrant that any file downloaded from the Site or delivered to you via email will be free of infection or virus, worms, trojan horses or other code that has contaminating or destructive qualities. Users are responsible for implementing appropriate processes, systems and procedures to protect themselves from this type of issue.

 

9.4. To the maximum extent permitted by law we exclude all implied representations and warranties which, but for these Terms of Service, might apply in relation to a User’s use of the Site.

 

9.5. To the extent that our liability cannot be excluded by law, our maximum liability, whether in contract, equity, statute or delict (including negligence) to a User will be limited to the minimum amount imposed by such law.

 

9.6. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OF SERVICE, IN NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY INDIRECT, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGES, LOSS OF INCOME, PROFITS, GOODWILL, DATA, CONTRACTS, USE OF MONEY OR ANY LOSS OR DAMAGES ARISING FROM OR IN ANY WAY CONNECTED TO INTERRUPTION OF THE SERVICES OF ANY TYPE, WHETHER IN CONTRACT, TORT OR OTHERWISE.

 

9.7. THE LIABILITIES LIMITED BY THIS SECTION APPLY TO THE BENEFIT OF LEGALMENTE’S ASSOCIATES, AFFILIATES, EMPLOYEES, AGENTS, AND THIRD PARTY CONTRACTORS, AS WELL AS: (A) TO LIABILITY FOR NEGLIGENCE; (B) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY OR OTHERWISE; (C) EVEN IF LEGALMENTE IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (D) EVEN IF CUSTOMER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. 

 

9.8. Customer acknowledges and agrees that LegalMente has based its pricing on and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties and damages in this Section  and that such terms form an essential basis of the bargain between the parties. If applicable law limits the application of the provisions of this Section, LegalMente’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, LegalMente’s liability limits and other rights set forth in this Section  apply likewise to LegalMente’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.

 

10. TERM & TERMINATION.

 

10.1. Term. The term of this Agreement (the “Term”) will commence on the Effective Date and continue for the period set forth in the Order or, if none, for one (1) year. Thereafter, the Term will renew for successive one (1) year periods, unless either party refuses such renewal by written notice 30 or more days before the renewal date.

 

10.2. Termination for Cause. Either party may terminate this Agreement for the other’s material breach by written notice specifying in detail the nature of the breach, effective in 30 days unless the other party first cures such breach, or effective immediately if the breach is not subject to cure.

 

10.3. Effects of Termination. Upon termination of this Agreement, Customer will cease all use of the Site and delete all copies of the Site IP in its possession or control. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay fees incurred before termination; (b) Sections 6 (Intellectual Property and Feedback), 7.2 (Warranty Disclaimers), 8 (Indemnification), and 9 (Limitation of Liability); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.

 

11. DISPUTE RESOLUTION.

 

11.1. Mandatory Arbitration. LegalMente and you hereby agree to resolve any past or present claims relating to these Terms of Service through final and binding arbitration.

 

11.2. We do try to avoid any dispute, so we deal with complaints in the following way: If a dispute occurs, Customer must contact us first in writing to find a solution.  The parties shall attempt in good faith to resolve any controversy or claim by negotiation for at least sixty (60) days. 

 

11.3. Arbitration. If the parties are unable to reach a final agreement concerning such claim, dispute or other matter in controversy, then, the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The parties further agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof (other than express exceptions), shall be settled soley by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.  

 

11.4. Arbitration Procedures. Claims shall be heard by a panel of three arbitrators. Within 15 days after the commencement of arbitration, each party shall select one person to act as arbitrator and the two selected shall select a third arbitrator within ten days of their appointment. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the American Arbitration Association. The place of arbitration shall be within the county where the headquarters of LegalMente is located. The arbitration shall be governed by the laws of the State of Delaware.  Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present evidence or cross-examine witness. In such event, the other party shall be required to present evidence and legal argument as the arbitrator(s) may require for the making of an award. Such waiver shall not allow for a default judgment against the non-paying party in the absence of evidence presented as provided for above.

 

11.5. Exceptions. This arbitration section does not require arbitration for injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement.

 

11.6. No Class Actions. Disputes must be brought on an individual basis only and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If for any reason a dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims.

 

 

12. MISCELLANEOUS.

 

12.1. Amendments and/or Modifications to this Agreement: LegalMente may amend or modify this Agreement from time to time by posting an amended/modified version at its Site. Such amendment or modification will be deemed accepted and become effective 30 days after such posting (the “Proposed Amendment or Modification Date”) unless Customer first gives LegalMente written notice of rejection of the amendment/modification. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment/modification will become effective at the start of Customer’s next Term following the Proposed Amendment Date (unless Customer first terminates this Agreement pursuant to Section 11, Term and Termination). Customer’s continued use of the Service following the effective date of an amendment will confirm Customer’s consent thereto. LegalMente may revise the Privacy Policy at any time by posting a new version of either at its website, and such new version will become effective on the date it is posted; provided if such amendment/modification materially reduces Customer’s rights or protections, notice and consent will be subject to the requirements stated in this Section.

 

12.2. Notices. LegalMente may send notices pursuant to this Agreement to Customer’s email contact points provided by Customer, and such notices will be deemed received 24 hours after they are sent. Customer may send notices pursuant to this Agreement to LM-Admin@legalmente.ai, and such notices will be deemed received 72 hours after they are sent.

 

12.3. Force Majeure. The failure of LegalMente to fulfil any of its obligations under these Terms of Service shall not be considered a breach of, or default provided such inability arises from an event of force majeure. Events of force majeure shall include acts of war, terrorism, hurricanes, earthquakes, epidemics, pandemics, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, government orders responding to any of the foregoing, or other causes beyond the performing party’s reasonable control.

 

12.4. Assignment & Successors. Customer may not assign this Agreement or any of its rights or obligations hereunder without LegalMente’s express written consent. Any purported assignment in violation of this provision will be null and void. Except to the extent forbidden in this Section, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.

 

12.5. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any provision of this Agreement invalid or otherwise unenforceable in any respect. If a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable US law, and the remaining provisions of this Agreement will continue in full force and effect.

 

12.6. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.

 

12.7. Entire Agreement. These Terms of Service contain the whole agreement between the parties relating to its subject matter and supersede all prior discussions, arrangements or agreements that might have taken place in relation to these Terms of Service.

 

12.8. Choice of Law & Jurisdiction: This Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by, and enforced in accordance with, the internal laws of the State of Delaware, including its statutes of limitations, without regard to its conflict of laws rules. The parties hereby consent to the personal and exclusive jurisdiction of the applicable federal and state courts of the county where the headquarters of LegalMente is located. This Section governs all claims arising out of or related to this Agreement, including without limitation tort claims. 

 

12.9. Conflicts. In the event of any conflict between this Agreement and any LegalMente policy posted online, the terms of this Agreement will govern. 

 

12.10. Technology Export. Customer will not: (a) permit any third party to access or use the LegalMente’s Site in violation of any U.S. law or regulation; or (b) export any software provided by LegalMente or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Customer will not permit any third party to access or use the LegalMente’s Site in, or export such software to, a country subject to a United States embargo.