TERMS OF SERVICE

Updated March 6, 2024

Your use of the Superlegal Contract Review Automation platform, the associated software and support, (collectively the “Services) provided by Legalogic Inc. and its affiliates (“Superlegal” the “Company” “we” or “us”) is conditioned upon your compliance and acceptance of these Terms of Service (the “Terms”). Visitors who create an account and their authorized users are referred to as the “Customer” or” you” as applicable.  By using the Services, you agree to be bound by these Terms and accept the terms of our Privacy Policy (on behalf of yourself or the legal entity you represent).

You agree that you are at least 18 years of age and are legally able to enter into a contract. If you are agreeing to these Terms on behalf of an organization or legal entity, you represent that you are authorized to agree to these Terms on behalf of such entity and bind them to these Terms.

1. SERVICES AND SUPPORT

1.1 SAAS SERVICES: Subject to these Terms, Company will provide Customer with a subscription to use the Services in accordance with the Terms.

1.2 LEGAL SERVICES: In addition to providing a subscription to use the Services, Company shall provide Customer with legal advice from time to time with respect to contract review and contract negotiations, including, recommendations and optimization of Customer’s template, as instructed by Customer (“Legal Services”). The Customer has not requested and the Company has not agreed to provide any other legal advice or representation of any nature or variety, including but not limited to, business objectives, ownership structure, tax or any other matter. The Legal Services are provided pursuant to the Company’s authority to practice law granted by the Utah Supreme Court, within the State of Utah’s regulatory sandbox.

1.3 TEMPLATE DOWNLOADS: By using the legal forms and templates available on the Superlegal website and/or platform (www.superlegal.ai, http://workspace.superlegal.ai) (“Templates”), the Customer acknowledges and agrees that the Company is not providing legal advice or acting as an attorney with respect to the creation or use of the Templates, and that the Company’s provision of such Templates does not constitute Legal Services. The Company does not guarantee that the Templates are customized for the Customer’s particular needs nor applicable to the relevant jurisdiction.

1.4 QUICKCHECK TOOL: By using the QuickCheck tool available on the Superlegal website and or platform (“QuickCheck”), the Customer acknowledges and agrees that the information provided by QuickCheck is not, nor intended to constitute legal advice. The information generated by QuickCheck is not a substitute for obtaining legal advice and does not create an attorney-client relationship. 

1.5 TRIAL OFFERS:  All results provided by the Trial Offers (as defined in section 2.1 below) do not constitute legal advice. Such results are provided by the Company for evaluation purposes only in order to illustrate to the Customer what the results may appear like once a subscription to the Services is purchased. Customer agrees that it will not rely on the results for legal purposes.

1.6 Unless stated otherwise, reference to the Services herein shall include Legal Services.

2. SUBSCRIPTION PLANS, RENEWALS AND PAYMENT

2.1 The Company may make available trial offers for the limited use of the Services (each, a “Trial Offer”) to Customers who submit the required information, all on the terms determined by the Company.  Customers may be asked prior to the Trial Offer to provide a valid credit card as a payment method, to be used by the Company after the termination of the Trial Offer, on the terms set out herein.

2.2 Following the Trial Offer, the Customer will be asked to select its package of choice. By doing so, the Customer authorizes the Company to charge its credit card with a recurring monthly or annual package fee, as applicable. The credit card charges shall commence immediately upon selection of the package and provision to the Company of the credit card details.

2.3 All selected plans shall automatically renew unless canceled by the Customer, in accordance with these Terms. Should a Customer wish to cancel or alter its selected package, it shall notify the Company of such intention. Any changes in fees shall be adjusted accordingly and charged to the Customer in the following credit card charge. Selected plans may be canceled at any time during the month or year as applicable, however, refunds are not available.

2.4 Company reserves the right to change the fees from time to time effective only on upcoming renewals and not retroactively. Company shall provide notice by posting new fees on the website. Customer shall be responsible for all taxes associated with its use of the Services except for U.S. taxes based on Company’s income.

Any inquiries should be directed to finance@superlegal.ai

3. RESTRICTIONS AND RESPONSIBILITIES

3.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.

3.2 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment.

4. CONFIDENTIALITY; PROPRIETARY RIGHTS

4.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). Customer Data shall include any legal documents uploaded by Customer to the Service. The Receiving Party agrees: (i) to take reasonable precautions consistent with industry standards to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information other than to its or its affiliates’ officers, directors, employees, contractors or consultants, who reasonably require such access in connection with the provision of the Services and are directed to comply with the provisions of this Section 3.1 (“Representatives”). The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public other than as a result of disclosure in violation of this Agreement by the Receiving Party or its Representatives, (b) was in its possession or known by it or its Representatives prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it or its Representatives without restriction by a third party, (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. The Receiving Party shall be liable for any breaches of this Section 3.1 by its Representatives, and any such breach shall be deemed a breach by Receiving Party hereunder.

4.2 Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with support, and (c) all intellectual property rights related to any of the foregoing.

4.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies; provided, however, that with respect to Customer Data, Company shall only have the right to collect and analyze anonymized and/or statistical information. Company will be free (during and after the term hereof) to (i) use such anonymized information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

5. TERM AND TERMINATION

5.1 These Terms are effective unless and until terminated by either party. Customer may terminate use of the Service in accordance with Section 2. Company is also free to terminate (or suspend access to) Customer’s use of the Service or account, for any reason in its discretion, including Customer’s breach of these Terms.

5.2 If Customer cancels its subscription for any reason, Customer will pay in full for the Services up to and including the last day on which the Services are provided and use rights granted to the Customer with respect to the Services will immediately terminate thereafter. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

6. WARRANTY AND DISCLAIMERS

6.1 Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control. However, Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services.

6.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CUSTOMER AGREES AND UNDERSTANDS THAT THE SERVICE OFFERS GENERAL AND/OR STATISTICAL INFORMATION ABOUT LEGAL DOCUMENTS AND DOES NOT PROVIDE ANY LEGAL ADVICE. THE COMPANY IS NOT A LAW FIRM AND NEITHER THE EMPLOYEES OF THE COMPANY NOR ITS CONSULTANTS ARE REPRESENTING THE CUSTOMER OR ACTING AS THE CUSTOMER’S ATTORNEY. CUSTOMER’S USE OF THE SERVICE DOES NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN CUSTOMER AND THE COMPANY OR ANY OF ITS EMPLOYEES OR CONSULTANTS.

6.3 The Company is authorized to provide Legal Services by the Utah Supreme Court. However, the Company is not a law firm and the Legal Service is not a lawyer. This means that (i) some of the people who own/manage the Company are not lawyers, (ii) some protections like the attorney-client privilege, may be different from those received from a law firm and (iii) someone involved with Customer or with its legal issue, including people on the other side of a transaction, could be using these Legal Services as well, and (iv) the Company could be required to disclose Customer communication (such as questions and information submissions) to third parties.

6.4 It is the responsibility of the Customer to review all contracts returned to it by the Company through the Services prior to final execution with the counter party in order to confirm that such documents reflect the Customer’s  needs and are suitable for its purposes.

6.5 For contracts with foreign jurisdictions outside of the USA: Since the Legal Services retained by Customer are provided by the Company by virtue of the authorization of a USA court, the Customer acknowledges that for contracts that are governed by laws outside of the USA, the Company will provide the Services but is unable to provide Legal Services such as negotiation with the other party on your behalf. In such case, the Company recommends that the Customer consult with local counsel who specializes in the relevant jurisdiction.
Any questions should be directed to success@superlegal.ai.

7. CONFLICT OF INTERESTS

Customer understands that other customers of the Company’s other offerings or other Superlegal customers could be on the other side of a transaction. The Company has implemented processes and procedures to address potential conflict of interest situations, including where two of the Company’s customers are on opposing sides of a contract provided to the Company for review. Customer acknowledges that it has read and understands the Company’s Conflict of Interest Policy.   Any questions in this regard should be directed to success@superlegal.ai.

8. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. GENERAL

9.1 Severability: If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

9.2 Assignment: This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent.

9.3 Entire Agreement: These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

9.4 Independent Contractors: No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.

9.5 Case Study: Company may publish a case study about Customer’s use of the Company’s Services, the final version of such case study to be subject to Customer’s approval, which shall not be unreasonably withheld, and in accordance with its brand policy and guidelines.

9.6 Costs: In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

9.7 Electronic Communication: All notices and communication provided in connection with the Service, including, but not limited to, notices and communications related to the delivery of the Service shall be via electronic means, including by e-mail, text, in-product notifications, or by posting them on the Service. All such form of electronic communications provide to the Customer electronically shall satisfy any legal requirement that such notice or communications be in writing or be delivered in a particular manner. Accordingly, the Customer agrees to keep all account contact information up to date.

9.8 Governing Law: This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws provisions. Any claim, counterclaim, proceeding or dispute of any kind or nature whatsoever, arising out of these Terms shall be decided exclusively in the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have exclusive jurisdiction over the adjudication of such matters, and the Company and Customer consent to the jurisdiction and venue of such courts.

9.9 Changes to these Terms: The Company is entitled, in its sole discretion, to update, amend or replace any part of these Terms. The Customer shall be responsible to check the website for any changes. If the changes include material changes that affect the Customer’s rights or obligations, the Company shall notify the Customer of such changes by Electronic Communication. The continued use of the Service following the effective date of any changes to these Terms constitutes acceptance of those changes. If the Customer does not agree to the new Terms, the Customer may not use the Service.