OPENLAW TERMS OF SERVICE

Updated: 24^th Aug 2025

OPENLAW TERMS OF SERVICE

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING “ACCEPTED AND AGREED TO,” CUSTOMER AGREES TO THESE TERMS AND CONDITIONS.

These Terms of Service constitute an agreement (this “Agreement”) by and between Milliard Law, PC., a corporation whose principal place of business is at 10050 North Foothill Blvd, Cupertino, CA 95014 carrying on business as OpenLaw (“OpenLaw”) and the corporation, LLC, partnership, sole proprietorship, or other business entity executing this Agreement (“Customer”), each a “Party” and collectively the “Parties”.

This Agreement is effective as of the date Customer clicks “Accepted and Agreed To” (the “Effective Date”). Customer’s use of, and OpenLaw’s provision of, the OpenLaw AI Platform (as defined below in Section 1 below) are both governed by this Agreement.

THE CUSTOMER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON SIGNING ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO.

1.       DEFINITIONS. 

The following capitalized terms will have the following meanings in this Agreement:

1.1.       “AI” means artificial intelligence.

1.2.       “API” means application programming interface.

1.3.       “Customer Data” means data and information that is collected, processed, and/or stored on/ through the OpenLaw AI Platform specific to the Customer or its Users, including Inputs, Document Data, Personal Data, Outputs, and other information and feedback provided during use of the OpenLaw AI Platform.

1.4.       “Document Data” means document data and/or text, including contracts and related documents, that are collected, processed, and/or stored through the OpenLaw AI Platform by Customer or its Users.

1.5.       “Documentation” means any proprietary materials, documents, or other information that OpenLaw provides or makes available to Customer relating to the use of the OpenLaw AI Platform.

1.6.       “Initial Term” has the meaning in Section 11.1.

1.7.       “Input” means any User prompt (or other data or information of any nature) provided, uploaded, or submitted to the OpenLaw Platform which, in whole or in part, is used or relied upon by the OpenLaw Platform for processing and the related generation of Output by Third Party LLMs.

1.8.       “Integration Partner Products” means third-party software, applications, technologies, or other products which are integrated into the OpenLaw AI Platform by API that a Customer or its Users may optionally use and/or transmit Customer Data through as part of its use of the OpenLaw AI Platform.

1.9.       “LLM” means a large language model, a type of AI algorithm that uses deep learning techniques and massively large data sets to understand, summarize, generate and predict new content.

1.10.    “Maintenance” means error corrections or updates to the OpenLaw AI Platform by OpenLaw, including all releases of the OpenLaw AI Platform that correct faults, add or enhance functionality, or otherwise amend or upgrade the OpenLaw AI Platform.

1.11.    “Order” means an order, signed by both Parties and referencing these Terms of Service, subscribing to access to the OpenLaw AI Platform and certain specified product features and services.

1.12.    “Order Date” means the order date specified on the initial Order for the OpenLaw AI Platform.

1.13.    “Output” means the AI-generated textual content or response to Inputs, submissions, or other directions via the OpenLaw AI Platform.

1.14.    “Personal Data” means any information that identifies, relates to, describes, or could reasonably be linked to a specific individual, including names, contact information, identifiers, device info, and online activity.

1.15.    “Privacy/Security Laws” means any applicable global privacy and security laws and/or regulations governing OpenLaw’s handling of Personal Data for the Customer.

1.16.    “Renewal Term” has the meaning in Section 11.1.

1.17.    “OpenLaw AI Platform” means OpenLaw’s AI software-as-a-service application identified and described in any Order that allows Users to access certain features and functions through a web interface, API, or other application.

1.18.    “Third Party LLM” means any third party LLM used by OpenLaw to process Customer Data to generate Output in the OpenLaw AI Platform for the Customer and its Users.

1.19.    “User” means any individual who uses the OpenLaw AI Platform on Customer’s behalf or through Customer’s account or passwords.

2.       THE OPENLAW AI PLATFORM.

2.1.       Authorization to Access and Use the OpenLaw AI Platform.

(a) Commencing on the Effective Date, OpenLaw will make the OpenLaw AI Platform available for Customer’s access within the use limitations set forth in the Order, all under the terms of this Agreement.

(b) Subject to the terms and conditions of this Agreement, OpenLaw (i) grants Customer a non-exclusive, non-transferable, worldwide right during the Term to access the OpenLaw AI Platform, and (ii) authorizes the Customer to permit the number of Users specified in the Order to use the OpenLaw AI Platform solely for the Customer’s internal purposes.

(c) Subject to the terms and conditions of this Agreement, the Customer is permitted to grant access to its affiliated companies and assign Users from its affiliated companies under the Customer’s account.

2.2.       Support and Updates. At no charge to Customer, OpenLaw will (a) provide Maintenance and support for the use of the OpenLaw AI Platform to Customer, and (b) keep the OpenLaw AI Platform operational and available to Customer at all times, including installing on its servers any software updates deemed reasonably necessary to address errors, bugs, or other performance issues in the OpenLaw AI Platform.

2.3.       Documentation: Customer may reproduce and use the Documentation solely as necessary to support Users’ use of the OpenLaw AI Platform.

2.4.       Feature Revisions. OpenLaw may revise OpenLaw AI Platform features and functions at any time without notice, including without limitation by removing such features and functions, as long as such revisions do not materially degrade the OpenLaw AI Platform.

3.       FEES & PAYMENT.

3.1.       Subscription Fees.

(a) Customer will pay OpenLaw the fees stipulated in each Order (the “Subscription Fees”) within thirty (30) days of OpenLaw issuing an invoice for the Subscription Fees. To assist with invoicing and payment, Customer will maintain complete, accurate and up-to-date billing and contact information at all times.

(b) For late payment, Customer shall pay interest charges from the time the payment was due at the rate that is the lower of two percent (2%) per month or the highest rate permissible under applicable law.

(c) Except as otherwise specified in this Agreement, Subscription Fees are based on services purchased and not actual usage, payment obligations are non-cancelable, fees paid are non-refundable, and the scope of the subscription cannot be decreased during the active term of the Order.

3.2.       Suspension for Non-Payment. OpenLaw reserves the right (in addition to any other rights or remedies OpenLaw may have) to suspend all Customer access to the OpenLaw AI Platform if any Subscription Fees are overdue by thirty (30) days or more, until such amounts are paid in full.

3.3.       Taxes. Subscription Fees are exclusive of any applicable sales taxes, duties, tariffs, or other amounts attributable to Customer’s execution of this Agreement or use of the OpenLaw AI Platform (collectively, “Sales Taxes”). Customer shall be solely responsible for the payment of any applicable Sales Taxes.

4.       DATA, SECURITY & PRIVACY.

4.1.       Processing of Customer Data.

(a) Generally. Customer authorizes OpenLaw to process Customer Data as required to provide the OpenLaw AI Platform and the features specified in any Order, including sending Document Data to Third Party LLMs to generate Output; however, in no event will OpenLaw share Customer Data with other OpenLaw customers or third parties for any purposes except those provided in this Agreement.

(b) Data Processing by Third Party LLMs. Customer understands, acknowledges, and consents to the following:

(i) Data Transmission and Retrieval. OpenLaw will transmit Customer Data (particularly Document Data and User input prompts) to its Third Party LLMs in order to generate Output, and will retrieve Output from the Third Party LLMs to provide to the Customer; all such transmitted and retrieved Customer Data will be encrypted in transit according to industry standard encryption protocols.

(ii) Data Protection by Third Party LLMs. OpenLaw will only transmit Customer Data to Third Party LLMs as required to perform the service set out in the Customer’s Order(s). In each case, OpenLaw has executed a data processing agreement with the applicable Third Party LLMs to ensure they are responsible for processing Customer Data in compliance with Privacy/Security Laws.

(c) Internal Data Processing. Customer understands, acknowledges, and consents to the following:

(i) General Data Processing. OpenLaw will only collects, process, store, or otherwise uses Customer Data: (A) as expressly contemplated by this Agreement; (B) as necessary to provide and maintain the features and functions of the OpenLaw AI Platform that the Customer has purchased in an Order; and (C) to perform other specific activities that have been expressly requested or authorized by its Users. In all cases, Customer Data stored and processed for a Customer and its Users will not be visible or accessible to other OpenLaw customers or other third parties (except for OpenLaw’s listed data subprocessors for specified purposes as per Section 4.3(a) below).

(ii) Usage Data. OpenLaw collects certain technical and analytics data and information from its Users (“Usage Data”), solely to improve service delivery and platform performance. Usage Data includes, but is not limited to, User analytics and quantitative usage metrics (e.g., feature interaction statistics), feedback, and other statistical information about Customer’s use of the OpenLaw AI Platform. OpenLaw uses Usage Data to (A) enhance service delivery under an Order, (B) analyze feature adoption, usage patterns, and feedback, and (C) diagnose, troubleshoot, and resolve technical issues affecting Customer’s use of the OpenLaw AI Platform.

(iii) Optimizing Customer Experience. To enhance Customer’s experience, OpenLaw may process Customer Data to improve the quality of the Customer’s available product features, including to calibrate its internal systems for User-specific personalization based on the User’s indicated preferences and interactions within the OpenLaw AI Platform. For these purposes, OpenLaw implements industry standard de-identification protocols immediately upon data collection and before any processing occurs. Further, Customer Data used for User personalization remains specific to the Customer and is not used to train or improve services for other customers.

4.2.       Data Ownership.

(a) As between the Parties, the Customer owns: (i) all Customer Data uploaded by Customer or its Users to the OpenLaw AI Platform; and (ii) all Outputs.

(b) OpenLaw will treat Customer Data as Confidential Information under Section 7, and will not disclose Customer Data to any other customers or third parties, other than (i) to its data subprocessors as necessary to provide the services stipulated in the Order, (ii) to its employees and authorized contractors as per the obligations of Section 7, or (iii) otherwise permitted in accordance with this Agreement.

(c) Customer grants to OpenLaw a non-exclusive, royalty-free, worldwide license to use, copy, store, modify, distribute, transfer and display Customer Data solely for the purpose of providing the services of the OpenLaw AI Platform to Customer on the terms of any Order.

(d) For clarity, OpenLaw may derive anonymous, aggregated, or synthetic data and statistics from Customer Data (“Derived Data”) and may compile, aggregate, use, and disclose such Derived Data for legitimate business purposes, provided it cannot reasonably identify the Customer, its Users, or other third parties associated with Customer Data. OpenLaw will own all right, title, and interest in the Derived Data and any resulting OpenLaw products or services incorporating the Derived Data.

4.3.       OpenLaw’s Data Security.

(a) OpenLaw maintains industry standard administrative, technical, and physical safeguards to protect all Customer Data (including Personal Data) processed, stored, collected or transmitted by OpenLaw.

(b) OpenLaw exercises diligent efforts to prevent unauthorized disclosure or exposure of Customer Data. OpenLaw’s collection and use of Personal Data is governed by its Privacy Policy available at https://www.openlaw.tech/privacy-policy-open-law-office-plug-in, which is hereby incorporated into this Agreement by reference.

(c) Regardless of its data security protocols, OpenLaw will have no responsibility or liability for (i) the accuracy of Customer Data uploaded to the OpenLaw AI Platform by Customer and its Users, or (ii) Customer’s usage of, or reliance on, Outputs.

(d) Notwithstanding anything else in this Section 4, OpenLaw may be compelled to disclose Customer Data as required by applicable law or by proper legal or governmental authority. In such cases, OpenLaw will give Customer prompt notice of the legal or governmental demand/order for disclosure, and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure.

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

4.4.       Customer’s Personal Data.

(a) OpenLaw collects and uses categories of Personal Data from the Customer and its Users that are required to administer Customer’s OpenLaw account, including payment records and credit cards. Otherwise, OpenLaw only collects and uses Personal Data as necessary to provide the services contemplated in an Order, or as otherwise expressly consented to by Customer.

(b) Customer acknowledges that OpenLaw’s management of Customer’s Personal Data is governed by its privacy policy available https://www.openlaw.tech/privacy-policy-open-law-office-plug-in, and Customer recognizes and agrees that nothing in this Agreement restricts OpenLaw’s right to alter its privacy policy as required by OpenLaw or by Privacy/Security Laws.

(c) As part of administering the Customer’s account, OpenLaw may disclose Personal Data to certain subprocessors when necessary

(d) OpenLaw may use third-party AI models (e.g., OpenAI, Anthropic, Cohere, or other providers) to process Customer Data.

(e) Subprocessors and third-party LLM providers may not retain, review, or use Customer Data or Output for training or any other purpose outside the scope of providing the Service. Any model improvements made by OpenLaw are based solely on de-identified, aggregated data or synthetic examples that do not contain Customer-specific data.

(f) Upon reasonable request, OpenLaw will provide Customer with information necessary to demonstrate compliance with applicable Privacy/Security Laws, including summaries of security certifications or audit reports under NDA.

(g) OpenLaw is built with licensed lawyers in mind as users and we ensure that your client’s information is kept confidential to allow your and your law firm’s maintenance of attorney client privilege while using OpenLaw AI Platform.  OpenLaw AI Plaform users commercially reasonable efforts to secure, encrypt or password-protect its services and data transmission and this complies with most courts and and ethics opinions have endorsed the use of secure, encrypted, password-protected portals—especially for cloud-based services—so long as the security is sufficient and the lawyer understands how the technology works.

5.       CUSTOMER’S RESPONSIBILITIES & RESTRICTIONS.

5.1.       Acceptable Use.

(a) Customer will not:

(i) use the OpenLaw AI Platform for service bureau or time-sharing purposes or in any other way allow third parties to exploit the OpenLaw AI Platform;

(ii) provide OpenLaw AI Platform passwords or other log-in information to any third party, or allow access to the OpenLaw AI Platform by multiple individuals impersonating a single User;

(iii) share non-public OpenLaw AI Platform features or content with any third party;

(iv) attempt to circumvent or disable any security features or functionality associated with the OpenLaw AI Platform;

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

(vi) engage in web scraping or data scraping on or related to the OpenLaw AI Platform, including without limitation collection of information through any software that simulates human activity or any bot or web crawler.

(b) In the event that OpenLaw suspects any breach of the requirements of Section 5.1(a), including without limitation by Users, OpenLaw may suspend Customer’s access to the OpenLaw AI Platform without advance notice, in addition to such other remedies as OpenLaw may have.

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

5.3.       Compliance with Laws. In its use of the OpenLaw AI Platform, Customer shall comply with all applicable laws at all times, including without limitation Privacy/Security laws.

5.4.       Non-Lawyer Reliance on OpenLaw Output. OpenLaw is a research tool, Output may contain errors and is not legal advice. Customer is responsible for reviewing Output and determining its suitability. If Customer is not a duly licensed and qualified attorney or does not operate under the direction, control, or supervision of a duly licensed and qualified lawyer, Customer acknowledges that in its use of the OpenLaw AI Platform, it (or its Users) will not solely rely on Output as legal advice, and will always ensure that any and all Output must be reviewed by a duly licensed and qualified lawyer prior to being relied upon or used for legal decision-making.

5.5.       Users & OpenLaw AI Platform Access. Customer is responsible and liable for: (a) Users’ use of the OpenLaw AI Platform, including without limitation unauthorized User conduct and any User conduct that would violate the requirements of this Agreement applicable to Customer; and (b) any use of the OpenLaw AI Platform through Customer’s account, whether authorized or unauthorized.

5.6.       Customer Rights and Consents. Customer confirms that it has and will maintain throughout the Term all necessary rights, consents and authorizations to provide the Customer Data to OpenLaw and to authorize OpenLaw to use, disclose, or otherwise process that Customer Data through the OpenLaw AI Platform as contemplated by this Agreement.

5.7.       Marketing and Promotion. Unless indicated otherwise by Customer, Customer will allow OpenLaw to use the name and logo of Customer in its marketing and promotional activities, including being posted on OpenLaw’s website, on social media, and in its marketing and advertising materials.

5.8.       Restricted Uses of the Platform.
Customer agrees not to use the OpenLaw AI Platform in connection with:

(a) automated decision-making in sensitive or regulated domains (e.g., employment, credit, housing, or criminal justice);

(b) the creation, distribution, or facilitation of malware or other malicious code;

(c) any activity that attempts to extract proprietary data or model weights from the OpenLaw AI Platform;

(d) the generation of content for the purpose of deceiving or impersonating third parties, including AI-generated legal documents falsely representing authorship by a human attorney.

OpenLaw reserves the right to suspend or terminate access upon reasonable suspicion of such use.

6.       IP & FEEDBACK.

6.1.       IP Rights to the OpenLaw AI Platform.

(a) OpenLaw retains all right, title, and interest in and to the OpenLaw AI Platform, including without limitation all intellectual property rights in (i) the software used to provide the OpenLaw AI Platform, and (ii) all graphics, user interfaces, logos, and trademarks reproduced through the OpenLaw AI Platform.

(b) This Agreement does not grant Customer any intellectual property license or rights in or to the OpenLaw AI Platform or any of its components, except to the limited extent that such rights are necessary for Customer’s use of the OpenLaw AI Platform as specifically authorized by this Agreement. Customer recognizes that the OpenLaw AI Platform and its components are protected by copyright and other laws

(c) The OpenLaw AI Platform may include third-party open source software components subject to separate license terms.

6.2.       Feedback.

(a) OpenLaw has not agreed to and does not agree to treat as confidential any suggestions or ideas for improving or otherwise modifying any of OpenLaw’s products or services that Customer or Users give OpenLaw (“Feedback”).

(b) Nothing in this Agreement or in the Parties’ dealings arising out of or related to this Agreement will restrict OpenLaw’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer; for greater certainty, Feedback will not be considered in any way to be Customer’s trade secret.

7.       CONFIDENTIAL INFORMATION.

7.1.       Scope of Confidential Information.

(a) For the purposes of this Section 7, “Confidential Information” refers to the following items either Party (the “Discloser”) discloses to the other Party (the “Recipient”): (i) any document, information or material, whether orally or in writing, the Discloser marked or designated as confidential, proprietary or otherwise so identified at the time of its disclosure, or that a reasonable should consider confidential or proprietary given the nature of the information and/or the circumstances under which it is disclosed; (ii) the Documentation, whether or not marked or designated confidential; (iii) any other non-public, sensitive information the Discloser should reasonably consider a trade secret or otherwise confidential; and (iv) Customer Data

(b) Exclusions. Notwithstanding the foregoing, Confidential Information shall not include information that: (i) is in Recipient’s rightful possession prior to the time of disclosure; (ii) is independently developed by the Recipient without access to, or use of or reference to any Confidential Information; (iii) is or becomes known publicly, before or after disclosure, other than as a result of Recipient’s improper action or inaction and without any breach of confidentiality obligations of the Recipient; (iv) is approved by Discloser in writing for release by Recipient; or (v) is Feedback from the Customer.

7.2.       Non-Disclosure.

(a) Recipient shall not use Confidential Information for any purpose other than as specified and agreed by the Discloser at the time of disclosure (the “Purpose”).

(b) Recipient: (i) will not disclose Confidential Information of the Discloser to any of its affiliates, employees, agents, attorneys or contractors, unless such person needs access in order to facilitate the Purpose, provided that the Recipient shall ensure such persons are under a duty of confidentiality no less restrictive than Receipient’s duty hereunder; and (ii) will not disclose Confidential Information to any other third party without Discloser’s prior written consent.

(c) Recipient shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Recipient will promptly notify Discloser of any misuse or misappropriation of Confidential Information that comes to Recipient’s attention.

7.3.       Compelled Disclosure. Notwithstanding Section 7.2, Recipient may disclose Confidential Information as required by applicable law or by proper legal or governmental authority; however, in such circumstances, Recipient shall notice Discloser promptly of any such legal or governmental demand, and reasonably cooperate with Discloser in any effort to seek a protective order or otherwise to contest such required disclosure, at Discloser’s expense.

7.4.       Termination & Return. With respect to each item of Confidential Information, the obligations of Section 7.2 above (Non-Disclosure) will continue so long as such information remains Confidential Information or subject to trade secret protection pursuant to applicable law, including after this Agreement expires or is terminated for any reason. Upon termination of this Agreement, Recipient will, upon request, return or destroy Discloser’s Confidential Information in its possession or control.

7.5.       Equitable Relief. Recipient agrees that: (a) no adequate remedy exists at law if it breaches any of its obligations in this Section 7; (b) it would be difficult to determine the damages resulting from its breach of this Section 7, and such breach would cause irreparable harm to Discloser; and (c) accordingly, Discloser may seek a remedy of injunctive relief for any such breach. Recipient hereby waives any opposition to the seeking of such injunctive relief. This Section 7.5 does not limit either Party’s right to injunctive relief for breaches not listed.

7.6.       Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license to it. Discloser will retain all right, title, and interest in and to all Confidential Information.

8.       REPRESENTATIONS & WARRANTIES.

8.1.       From OpenLaw.

(a) OpenLaw represents and warrants that it is the owner of the OpenLaw AI Platform (and every component of it), or alternatively the recipient of a valid license to it, and that it has and will maintain the full power and authority to grant the rights to use the OpenLaw AI Platform set forth in this Agreement without the further consent of any third party.

(b) In case of breach of its warranty in Section 8.1(a), OpenLaw, at its own expense, will promptly:

(i) secure for Customer the right to continue using the OpenLaw AI Platform;

(ii) replace or modify the OpenLaw AI Platform to make it non-infringing; or

(iii) if such remedies are not commercially practical in OpenLaw’s reasonable opinion, terminate the Agreement and refund the Subscription Fees paid for the OpenLaw AI Platform for every month remaining in the then-current Term following the date after which Customer access to the OpenLaw AI Platform ceases as a result of such breach of warranty.

(c) If OpenLaw exercises its rights pursuant to Subsection 8.1(b)(iii) above, Customer shall promptly cease all use of the OpenLaw AI Platform and all reproduction and use of the Documentation and erase all copies in its possession or control.

8.2.       From Customer. Customer represents and warrants that:

(a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement;

(b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the OpenLaw AI Platform; and

(c) it is a corporation, the sole proprietorship of an individual of eighteen (18) years or older, or another entity authorized to do business pursuant to applicable law.

8.3.       Disclaimers.

(a) Except to the extent set forth in OpenLaw’s warranty in Section 8.1 above, CUSTOMER ACCEPTS THE OPENLAW AI PLATFORM “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 ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. Output is AI-generated and may be incorrect or incomplete. OpenLaw makes no warranties as to accuracy or fitness for legal use. Customer assumes all responsibility for decisions based on Output.

(b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING:

(i) OPENLAW DOES NOT REPRESENT OR WARRANT THAT THE OPENLAW AI PLATFORM WILL PRODUCE ACCURATE OR RELEVANT CONTENT FOR THE CUSTOMER, OR OTHERWISE PERFORM WITHOUT INTERRUPTION OR ERROR;

(ii) WHILE MAINTAINING INDUSTRY STANDARD DATA SECURITY MEASURES AS PER SECTION 4.2, OPENLAW CANNOT GUARANTEE THAT THE OPENLAW AI PLATFORM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION, OR THAT CUSTOMER USAGE DATA WILL REMAIN PRIVATE OR SECURE UPON SUCH HACKING OR INTRUSION;

(iii) OPENLAW DOES NOT REPRESENT THAT THE OUTPUT GENERATED BY THE OPENLAW AI PLATFORM WILL BE SATISFACTORY IN ANY WAY TO CUSTOMER (ESPECIALLY IF CUSTOMER ATTEMPTS TO GENERATE OUTPUT IN LANGUAGES OTHER THAN ENGLISH, OR THAT IS NOT TEXT IN CONTENT);

(iv) OPENLAW HAS NO CONTROL OVER THE OPERATION OF THE THIRD PARTY LLMS IT ACCESSES AS PART OF ITS PROCESSING ACTIVITIES, THE OUTPUTS THEY GENERATE, OR THE CONTINUED AVAILABILITY OF ANY THIRD PARTY LLMS; AND

(v) ALL INTEGRATION PARTNER PRODUCTS PROVIDED ON THE OPENLAW AI PLATFORM AS ADDITIONAL PRODUCT FEATURES ARE PROVIDED “AS IS”, “WHERE IS” AND “AS AVAILABLE”. ACCORDINGLY, OPENLAW HAS NO CONTROL OVER THE AVAILABILITY OR FUNCTIONAL OPERATION OF SUCH INTEGRATION PARTNER PRODUCTS, AND DISCLAIMS ANY AND ALL ASSOCIATED RESPONSIBILITY OR LIABILITY FOR CUSTOMER’S ELECTION TO USE ANY INTEGRATION PARTNER PRODUCTS AS PART OF ITS USE OF THE OPENLAW AI PLATFORM. FOR GREATER CERTAINTY, THE LOSS OF AVAILABILITY AND/OR FUNCTIONALITY OF ANY INTEGRATION PARTNER PRODUCTS, INCLUDING DEACTIVATION OF ANY RELATED APIS BY OPENLAW, DOES NOT JUSTIFY THE REFUND OF ANY SUBSCRIPTION FEES PAID OR PAYABLE BY THE CUSTOMER.

(c) THE OUTPUT IS INTENDED TO PROVIDE PRACTICAL AND USEFUL INFORMATION ON THE SUBJECT MATTER COVERED BASED ON CUSTOMER PROMPTS AND OTHER INPUTS. WHILE SUCH OUTPUT MAY CONCERN ISSUES RELATED TO LEGAL SERVICES OR DOCUMENTS, SUCH CONTENT IS NOT FORMAL LEGAL ADVICE. CUSTOMER WILL NOT RELY ON ANY OUTPUT OF THE OPENLAW AI PLATFORM WITHOUT SEEKING THE ADVICE OF, AND/OR VETTING ANY OUTPUT THROUGH, A DULY LICENSED AND QUALIFIED LAWYER IN THE APPLICABLE SUBJECT MATTER AND JURISDICTION. OPENLAW EXPRESSLY DISCLAIMS ALL LIABILITY IN RESPECT OF CUSTOMER OR USER ACTIONS TAKEN OR NOT TAKEN BASED ON ANY OUTPUT, OR OTHERWISE IN CONNECTION WITH CUSTOMER’S USE OF THE OPENLAW AI PLATFORM. OPENLAW’S PROVISION OF THE OPENLAW AI PLATFORM, INCLUDING ALL RELATED OUTPUT, IS FOR GENERAL INFORMATIONAL PURPOSES ONLY. CUSTOMER ACKNOWLEDGES AND AGREES THAT IT IS NOT, AND IS NOT INTENDED TO, CONSTITUTE FORMAL LEGAL ADVICE.

(d) CUSTOMER UNDERSTANDS THAT IT, AND ITS USERS, ARE ULTIMATELY RESPONSIBLE FOR ALL DECISIONS MADE, ACTIONS TAKEN, AND FAILURES TO TAKE ACTION BASED ON CUSTOMER’S USE OF THE OPENLAW AI PLATFORM, WHICH USES AI TO GENERATE PREDICTIONS BASED ON PATTERNS IN DATA. OUTPUT GENERATED BY AI (INCLUDING THIRD PARTY LLMS) IS PROBABILISTIC AND SHOULD BE EVALUATED FOR ACCURACY AS APPROPRIATE FOR YOUR USE CASE, INCLUDING BY ENSURING QUALIFIED LAWYER REVIEW OF SUCH OUTPUT.

(e) Customer understands that AI-generated Output is probabilistic and may be factually inaccurate, outdated, biased, or incomplete. CUSTOMER agrees to independently verify Output before relying on it, particularly where legal or financial consequences may result. Customer must not represent Output as legal advice unless vetted and approved by a qualified attorney licensed in the appropriate jurisdiction.

9.       INDEMNIFICATION.

9.1.       Indemnification by OpenLaw.

(a) OpenLaw will defend Customer from any third party claim alleging that Customer’s use of the OpenLaw AI Platform as contemplated in this Agreement infringes such third party’s patent, copyright and/or trademark intellectual property rights (an “IP Claim”), and will indemnify and hold harmless Customer from and against any damages and costs awarded against them, or agreed in settlement by OpenLaw, resulting from such IP Claim.

(b) OpenLaw will have no liability or obligation with respect to any IP Claim if such claim is caused in whole or in part by (i) unauthorized use of the OpenLaw AI Platform by Customer or its Users; (ii) modification of the OpenLaw AI Platform by anyone other than OpenLaw or its representatives; (iii) or the combination, operation or use of the OpenLaw AI Platform with other data, hardware, or software not provided by OpenLaw.

(c) OpenLaw will not indemnify or be liable for Output that results from Customer Data or Input that violates these Terms or that Customer knew or reasonably should have known was likely to produce infringing, unlawful, or misleading content.

(d) Except for the warranty provided by OpenLaw in Section 8.1, this Section 9.1 states OpenLaw’s entire liability, and Customer’s exclusive remedy, with respect to an IP Claim.

9.2.       Indemnification by Customer. Customer will defend, indemnify, and hold harmless OpenLaw against any third party claim, suit, or proceeding against OpenLaw arising out of the Customer’s misuse of the OpenLaw AI Platform, including without limitation:

(a) claims which, if true, would constitute a breach of Section 5 of this Agreement (Customer’s Responsibilities & Restrictions); and

(b) 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 OpenLaw AI Platform through Customer’s account, including without limitation by Customer Data.

9.3.       Mutual Indemnities. Each Party (the “Offending Party”) will defend and indemnify the other Party against any third party claim, suit, or proceeding arising out of or relating to

(a) the gross negligence, fraud, or wilful misconduct of the Offending Party or any of its agents, subcontractors, or employees; or

(b) a Data Incident caused by the act or omission of the Offending Party or any of its agents, subcontractors, or employees (a “Data Claim”). For the purposes of this section 9.3(b), a “Data Incident” is any (i) unauthorized disclosure of, access to, or use of Customer Data, or (ii) violation of Privacy/Security Law through Customer’s account. For greater certainty, (i) Data Incidents include, without limitation, such events caused by Customer, by OpenLaw, by Users, by hackers, or by any other third party, and (ii) Data Claims include government enforcement actions.

9.4.       General Indemnification Procedures.

(a) In the event of a potential indemnity obligation under any provisions of this Section 9, the indemnified Party in each case shall:

(i) promptly notify the indemnifying Party in writing of the claim;

(ii) allow the indemnifying Party the right to control the investigation, defense and settlement (if applicable) of such claim at the indemnifying Party’s sole cost and expense; and

(iii) upon request of the indemnifying Party, provide all necessary cooperation at the indemnifying Party’s expense.

(b) Failure by the indemnified Party to notify the indemnifying Party of a claim will not relieve the indemnifying Party of its obligations, however, the indemnifying Party will not be liable for any litigation expenses that the indemnified Party incurred prior to the time when notice is given (or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the indemnifying Party in accordance with this section).

(c) The indemnifying Party’s obligations set forth in this Section 9 include, without limitation:

(i)  settlement at the indemnifying Party’s expense and/or payment of judgments finally awarded by a court of competent jurisdiction, as well as payment of court costs and other reasonable expenses; and

(ii) reimbursement of reasonable legal fees incurred by the indemnified Party before indemnifying Party’s assumption of the defense (but not legal fees incurred thereafter).

(d) Notwithstanding Section 9.4(c) above, the indemnifying Party may not settle any claim that would bind the indemnified Party to any positive obligation (other than payment covered by the indemnifying Party) or require any admission of fault by the indemnified Party, without the indemnified Party’s prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed.

(e) Any indemnification obligation under this Section 9 will not apply if the indemnified Party settles or makes any admission with respect to a claim without the indemnifying Party’s prior written consent.

10.    LIMITATION OF LIABILITY.

10.1.    Dollar Cap. EXCEPT FOR SECTION 4 (DATA SECURITY), SECTION 7 (CONFIDENTIAL INFORMATION), AND SECTION 9 (INDEMNIFICATION), OPENLAW’S CUMULATIVE LIABILTY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE CUMULATIVE SUBSCRIPTION FEES ACTUALLY PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.

FOR CLAIMS ARISING UNDER SECTION 4 (DATA SECURITY), OPENLAW’S CUMULATIVE LIABILITY SHALL NOT EXCEED TWO (2) TIMES THE SUBSCRIPTION FEES ACTUALLY PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

10.2.    Excluded Damages. EXCEPT WITH REGARD TO BREACHES OF SECTION 7 (CONFIDENTIAL INFORMATION), IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS OR LOSS OF BUSINESS OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. IN ADDITION, AND FOR THE AVOIDANCE OF DOUBT, OPENLAW WILL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INACCURACIES IN OUTPUT GENERATED BY THE OPENLAW AI PLATFORM.

10.3.    Clarifications & Disclaimers.

(a) THE LIABILITIES LIMITED BY THIS SECTION 10 APPLY TO THE BENEFIT OF EITHER PARTY’S OFFICERS, DIRECTORS, 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 A PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION, AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (D) EVEN IF A PARTY’S REMEDIES FAIL THEIR ESSENTIAL PURPOSE.

(b) Customer acknowledges and agrees that OpenLaw 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 10, and that such terms form an essential basis of the bargain between the Parties.

(c) If applicable law limits the application of the provisions of this Section 10, OpenLaw’s liability will be limited to the maximum extent permissible.

(d) For the avoidance of doubt, OpenLaw’s liability limits and other rights set forth in this Section 10 apply likewise to OpenLaw’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.

11.    TERM & TERMINATION.

11.1.    Initial Term & Renewals. Unless otherwise specified in the Order:

(a) Initial Term. The initial term of this Agreement will commence on the Order Date and continue for the period set forth in the Order or, if none, for one (1) year from the Order Date (the “Initial Term”).

(b) Renewal Terms. Following the Initial Term, the Term will automatically renew for successive 12-month periods (each a “Renewal Term”, and collectively with the Initial Term, the “Term”), unless either Party provides written notice of its intention not to renew at least thirty (30) days prior to the expiration of the then-current Term.

(c) Fee Adjustments on Renewals. Notwithstanding the Subscription Fees stipulated in an Order, OpenLaw reserves the right to increase the Subscription Fees for each Renewal Term upon at least thirty (30) days’ notice to the Customer (and any applicable Order will be deemed to be amended accordingly); however, any such annual increases to Subscription Fees will not exceed 10%, unless there has been a change that materially alters the functionality, features, or scope of the OpenLaw AI Platform (and/or the services OpenLaw is providing to the Customer in relation to the OpenLaw AI Platform). Notwithstanding anything to the contrary in this Agreement, (i) any renewal in which number of Customer’s Users has decreased from the prior term will result in re-pricing at renewal at OpenLaw’s discretion, without regard to the prior term’s Subscription Fees, and (ii) if Customer requests a manual renewal process rather than the automatic renewal set out in Section 11.1(b), then the 10% cap on annual renewal increases will not apply, and OpenLaw will reserve the right to re-price Subscription Fees at OpenLaw’s current list rates.

11.2.    Termination.

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

(b) Customer may terminate this Agreement, or any Order or subscription hereunder, for any reason or for no reason by giving thirty (30) days’ prior written notice to OpenLaw; provided, however, that if Customer terminates for convenience under this section, Customer remains obligated to pay all Subscription Fees owed for the remainder of the then-current terms, all of which Subscription Fees will become immediately due and payable in full (if not already pre-paid).

11.3.    Effects of Expiration or Termination. Upon expiration or termination of this Agreement for any reason, Customer shall cease all use of the OpenLaw AI Platform immediately, and delete all copies of the Documentation in its possession or control.

11.4.    Survival. The following will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay Subscription Fees incurred before termination; (b) Sections 6 (IP & Feedback), 7 (Confidential Information), 8.3 (Warranty Disclaimers), 9 (Indemnification), and 10 (Limitation of Liability); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.

12.    BETA FEATURES.

12.1.    The terms in this Section 12 apply to any Customer use of the OpenLaw AI Platform involving product features, product functionality, or other services that OpenLaw makes available to Customer that are not generally made available to OpenLaw customers and/or are designated as “beta”, “pilot”, “preview”, “early access”, “test”, or any similar designations (collectively, “Beta Features”).

12.2.    Unless otherwise indicated in an Order:

(a) Beta Features offered initially at no charge to the Customer may be subject to additional fees or charges upon the expiration of any free period term set forth in an applicable Order (or, if there is no stipulated period term in an Order for such Beta Features, upon fifteen (15) days’ notice);

(b) OpenLaw reserves the right to discontinue or modify its provision of any Beta Features to the Customer at any time, with or without notice;

(c) Section 2.2 (Support and Updates), Section 4.3 (Data Security), and Section 8.1 (OpenLaw Warranties) do not apply to Beta Features, and OpenLaw disclaims any liability related to these provisions for Beta Features, except to the extent they apply to the underlying OpenLaw AI Platform; further, Customer’s sole and exclusive remedy for any claim related to the Beta Features will be limited to cessation of use of such Beta Features;

(d) Notwithstanding anything to the contrary in this Agreement, OpenLaw’s total cumulative liability arising from or related to Beta Features will not exceed one hundred U.S. dollars (USD $100), regardless of the number of claims.; and

(e) Customer agrees that any suggestions, recommendations, or Feedback provided regarding Beta Features may be used by OpenLaw for any purpose, without any obligation to the Customer.

13.    MISCELLANEOUS.

13.1.    Independent Contractors. The Parties are independent contractors and will so represent themselves in all regards. Neither Party is the agent of the other, and neither may legally bind the other.

13.2.    Notices. OpenLaw may email notices pursuant to this Agreement to Customer’s email contact points provided by Customer in the Order, and such notices will be deemed received 24 hours after they are sent. Customer may email notices pursuant to this Agreement to support@openlaw.tech, and such notices will be deemed received 24 hours after they are sent.

13.3.    Force Majeure. No delay, failure, or default (other than a failure to pay Fees when due), will constitute a breach of this Agreement to the extent caused by reasons or factors beyond the performing Party’s reasonable control, including acts of war, terrorism, hurricanes, earthquakes, epidemics, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, government orders.

13.4.    Assignment & Successors. Customer shall not assign this Agreement or any of its rights or obligations hereunder without OpenLaw’s express written consent, unless to its affiliates or in connection with a merger, acquisition, reorganization, or other change of corporate control. Any purported assignment in violation of this section will be null and void. Except to the extent forbidden in this Section 13.4, this Agreement will be binding upon and inure to the benefit of the Parties’ respective successors and assigns.

13.5.    Severability. To the extent permitted by applicable law, the Parties waive any provision of law that would render any provisions of this Agreement invalid or otherwise unenforceable in any respect. In the event that 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 law, and the remaining provisions of this Agreement will continue in full force and effect.

13.6.    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.

13.7.    Choice of Law & Jurisdiction: This Agreement and all claims arising out of or related to this Agreement will be governed by the laws of the California, without reference to any conflicts of law principles thereunder. The Parties consent to the personal and exclusive jurisdiction of the courts of California. This Section 13.7 governs all claims arising out of or related to this Agreement, including without limitation tort claims.

13.8.    Conflicts. In the event of any conflict between this Agreement and any other OpenLaw policy posted online, the terms of this Agreement shall govern. As between any Order and this Agreement, the Order will take precedence to the extent of any conflicting or inconsistent terms.

13.9.    Technology Export. For Customers based in the United States, Customer shall not: (a) permit any third party to access or use the OpenLaw AI Platform in violation of any U.S. law or regulation; or (b) export any software provided by OpenLaw 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 shall not permit any third party to access or use the OpenLaw AI Platform in, or export such software to, a country subject to a United States embargo.

13.10.  Entire Agreement. This Agreement (along with all Orders) sets forth the entire agreement of the Parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither Party has relied upon any such prior or contemporaneous communications.

13.11.  Supplementary Terms. The Parties may supplement the terms of this Agreement at any time by signing a written addendum, which will be deemed incorporated into this Agreement by this reference upon execution of such an addendum. The terms of any addendum will control any conflicting terms in this Agreement or an Order. Unless expressly stated otherwise in an applicable addendum, all addenda executed between the Parties will co-terminate upon the expiration or termination of this Agreement.

13.12.  Amendments.

(a) Terms of Service: OpenLaw may amend this Agreement from time to time by posting an amended version at its website and sending Customer written notice thereof. Such amendment will be deemed accepted and become effective fifteen (15) days after such notice (the “Proposed Amendment Date”) unless Customer first gives OpenLaw written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of Customer’s next Renewal Term following the Proposed Amendment Date (unless Customer first terminates this Agreement pursuant to Article 11, Term & Termination). Customer’s continued use of the OpenLaw AI Platform following the effective date of an amendment will confirm Customer’s consent to it. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.

(b) Privacy Policy: OpenLaw may revise its 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 materially reduces Customer’s rights or protections, notice and consent will be subject to the requirements above in this Section 13.12.