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 CounselPro, Inc, a corporation whose principal place of business is 167 Madison Avenue, Ste 205 #335, New York, New York 10016, carrying on business as CounselPro (“CounselPro”) 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 the Customer creates an account or otherwise accesses or uses the platform (the “Effective Date”). By doing so, the Customer acknowledges and agrees to be bound by this Agreement. Customer’s use of, and CounselPro’s provision of, the CounselPro Platform (as defined below in Section 1.15) 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. “CounselPro Platform” means CounselPro’s AI software-as-a-service application, subject to any limitations identified and described in any Order, that allows Users to access certain features and functions through a web interface, API, or other application.

1.4. “Customer Data” means data and information that is collected, processed, and/or stored on the CounselPro Platform specific to the Customer or its Users as a result of their interaction with the CounselPro Platform, including input prompts, Document Data, Outputs, and other feedback provided within the CounselPro Platform.

1.5. “Document Data” means document data and/or text that are collected, processed, and/or stored through the CounselPro Platform by Customer or its Users.

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

1.7 . “Initial Term” has the meaning in section 11.1.

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

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

1.10. “Order” means either (a) an order signed by both Parties referencing these Terms of Service, or (b) a completed transaction via Stripe Checkout or another approved online payment method, in each case subscribing to access the CounselPro Platform and/or specified product features and services.

1.11. “Order Date” means the date specified on the initial Order Form or the date of the completed Stripe transaction for the CounselPro Platform.

1.12. “Output” means the AI-generated textual content or response to a Customer input prompt, submission, or direction via the CounselPro Platform.

1.13. “Personal Data” generally means any information relating to an identified or identifiable natural person where an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

1.14. “Privacy/Security Laws” means any applicable federal, state, and local privacy and security laws and regulations within the United States that govern CounselPro’s handling of Personal Data for the Customer.

1.15. “Renewal Term” has the meaning in section 11.1.

1.16. “Subscription Month” means the period beginning on the first day of the Customer’s Subscription Term and ending on the last day of the same period, which is either a 30-day period for monthly subscriptions or a 12-month period for annual subscriptions. Each subsequent Subscription Month will begin on the first day following the last day of the preceding Subscription Month.

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

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

2.  THE COUNSELPRO PLATFORM.

2.1. Authorization to Access and Use the CounselPro Platform.

(a)  Commencing on the Effective Date, CounselPro will make the CounselPro 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, CounselPro (i) grants Customer a non-exclusive, non-transferable, worldwide right during the Term to access the CounselPro Platform, and (ii) authorizes the Customer to permit the number of Users specified in the Order to use the CounselPro 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, CounselPro will (a) provide Maintenance and support for the use of the CounselPro Platform to Customer, and (b) keep the CounselPro 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 CounselPro Platform.

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

3.  FEES & PAYMENT.

3.1. Subscription Fees.

(a) Subscription Fees. Customer will pay CounselPro the fees specified in each Order (the “Subscription Fees”) at the time of purchase or as otherwise specified in the Order through the designated payment method. To ensure successful transactions, Customer must maintain complete, accurate, and up-to-date billing and contact information at all times.

(b) Fee Adjustments. Notwithstanding the Subscription Fees stipulated in an Order, CounselPro 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).  Any such annual increases to Subscription Fees will not exceed ten percent (10%) unless there has been a change that materially alters the functionality, features, or scope of the CounselPro Platform and/or the services provided to the Customer.

(c) Payment Obligations. 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.

(d) Processing Fees. In addition to Subscription Fees, Customer acknowledges that usage-based fees (such as per-page processing fees) may be incurred based on actual usage (the “Processing Fees”) as stated in the Order. Processing Fees will be billed separately at the end of each Subscription Month, based on the Customer’s actual usage during that month. Failure to pay such fees may result in suspension of services as outlined in Section 3.2.

3.2. Suspension for Non-Payment. CounselPro reserves the right (in addition to any other rights or remedies CounselPro may have) to suspend Customer access to the CounselPro Platform if any Subscription Fees or usage-based Processing Fees are overdue, until such amounts are paid in full. CounselPro may continue to charge any outstanding usage-based fees incurred before suspension.

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 CounselPro Platform (collectively, “Sales Taxes”). Customer will 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 CounselPro to process Customer Data as required to provide the CounselPro Platform and the features specified in any Order, including sharingDocument Data withThird Party LLMs to generate Output; however, in no event will CounselPro share Customer Data with other CounselPro 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. CounselPro will transmit Customer Data (including without limitation Document Data and User input prompts) to 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. CounselPro 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, CounselPro has executed a data processing agreement with the applicable Third Party LLMs which obligates such Third Party LLMs to process Customer Data in compliance with Privacy/Security Laws.

(iii)  No Third Party LLM Model Training. To the actual knowledge of CounselPro, Customer Data transmitted by CounselPro to Third Party LLMs is not used to train the AI models of those Third Party LLMs. CounselPro has opted out of (and will opt out of) all available options to do so, as applicable, for each Third Party LLM.

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

(i)     General Data Processing. CounselPro only collects, processes, stores, or otherwise uses Customer Data (A) as necessary to perform the features and functions of the CounselPro Platform that the Customer has purchased in an Order, and (B) to perform other activities specifically requested or authorized by its Users, such as collecting and processing feedback voluntarily provided by Users to optimize product features for that User according to their feedback, or to address any performance issues associated with such feedback. However, any unique Customer Data stored and processed for a Customer and its Users will not be visible or accessible to other CounselPro customers or other third parties.

(ii)   Analytics Data. CounselPro collects and analyzes analytics data, such as Users’ quantitative usage metrics (e.g. monitoring clicks on a new feature) and other statistical information, relating to the Customer’s use and performance of various aspects of the CounselPro Platform, and analyzes such data to improve and enhance the CounselPro Platform, as well as to diagnose and correct issues associated with the CounselPro Platform.

(iii)  Improving Product Features. CounselPro may process Customer Data to directly improve the quality of (and/or customize the experience of) product features on the CounselPro Platform, including to calibrate its internal AI systems for general product improvement or Customer-specific personalization. CounselPro will, by default, collect and process Customer Data to customize each Customer’s experience according to how its Users interact with the CounselPro Platform (including the input Users provide, such as prompts or document sections, the Outputs that Users receive in response, and the feedback Users give).

4.2. Data Ownership.

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

(b) CounselPro will treat Customer Data as Confidential Information under Article 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, or (ii) to its employees and authorized contractors as per the obligations of Article 7.

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

(d) Notwithstanding the foregoing, CounselPro may use Customer Data to compile, use, and disclose anonymous, aggregated statistics, provided that no such information will directly identify and cannot reasonably be used to identify Customer or its Users or end clients of the Customer (the “Derived Data”). CounselPro will own all right, title, and interest in all of the Derived Data and all resulting CounselPro products or services incorporating the Derived Data.

4.3. CounselPro’s Data Security.

(a)  CounselPro maintains reasonable administrative, technical, and physical safeguards to protect all Customer Data (including Personal Data) processed, stored, collected or transmitted by CounselPro. CounselPro maintains a data security trust center available at https://www.counselpro.ai/security which (i) sets out all of CounselPro’s data security protocols, (ii) provides information on the data processing commitments of the Third Party LLMs used by CounselPro, and (iii) provides a list of CounselPro’s data subprocessors and related processing purposes.

(b) CounselPro exercises diligent efforts to prevent unauthorized disclosure or exposure of Customer Data. Accordingly, CounselPro will, on an ongoing basis, ensure that its data security program (and associated safeguards and privacy practices) are designed, maintained, updated and adjusted, as necessary, to protect against reasonably foreseeable internal and external risks to the security, confidentiality, and integrity of Customer Data.

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

(d) Notwithstanding anything else in this Article 4, CounselPro may be compelled to disclose Customer Data as required by applicable law or by proper legal or governmental authority. In such cases, CounselPro 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)  CounselPro complies with all Privacy/Security Laws that are applicable both specifically to CounselPro and generally to data processors in the jurisdictions in which CounselPro does business.

4.4. Customer’s Personal Data.

(a)  CounselPro collects and uses categories of Personal Data from the Customer and its Users that are required to administer Customer’s CounselPro account, including payment records and credit cards.

(b) Customer acknowledges that CounselPro’s management of Customer’s Personal Data is governed by its privacy policy available here, and Customer recognizes and agrees that nothing in this Agreement restricts CounselPro’s right to alter its privacy policy as required by CounselPro or by Privacy/Security Laws.

(c)  As part of administering the Customer’s account, CounselPro may disclose Personal Data to certain subprocessors when necessary, and these subprocessors (and their purposes) are identified at https://www.counselpro.ai/security.

5.  CUSTOMER’S RESPONSIBILITIES & RESTRICTIONS.

5.1. Acceptable Use.

(a)  Customer will not:

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

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

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

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

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

(vi)  engage in web scraping or data scraping on or related to the CounselPro 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 CounselPro suspects any breach of the requirements of Section 5.1(a), including without limitation by Users, CounselPro may suspend Customer’s access to the CounselPro Platform without advance notice, in addition to such other remedies as CounselPro may have.

5.2. Unauthorized Access. Customer will take reasonable steps to prevent unauthorized access to the CounselPro Platform, including without limitation by protecting its passwords and other log-in information. Customer will notify CounselPro immediately of any known or suspected unauthorized use of the CounselPro 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 CounselPro Platform, Customer will comply with all applicable laws, including without limitation Privacy/Security laws.

5.4. Non-Lawyer Reliance on CounselPro Output. Output is not legal advice and CounselPro does not otherwise provide legal advice.  If Customer is not a duly licensed and qualified lawyer 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 CounselPro Platform, it (or its Users) will not rely on Output as constituting formal legal advice, and will always ensure that any Output is reviewed or vetted accordingly by a duly licensed and qualified lawyer.

5.5. Users & CounselPro Platform Access. Customer is responsible and liable for: (a) Users’ use of the CounselPro 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 CounselPro 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 CounselPro and to authorize CounselPro to use, disclose, or otherwise process that Customer Data through the CounselPro Platform as contemplated by this Agreement.

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

6.  IP & FEEDBACK.

6.1. IP Rights to the CounselPro Platform.

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

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

6.2. Feedback.

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

(b) Nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict CounselPro’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 the Discloser marks “confidential” or designates as “confidential” at the time of its disclosure; (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 (d) Customer Data.

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

7.2. Non-Disclosure.

(a)  Recipient will 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 employees or contractors, unless such person needs access in order to facilitate the Purpose and also understands the Confidential Information comes with obligations of confidentiality; and (ii) will not disclose Confidential Information to any other third party without Discloser’s prior written consent.

(c)  Recipient will 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 will give Discloser prompt notice 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 Article 7; (b) it would be difficult to determine the damages resulting from its breach of this Article 7, and such breach would cause irreparable harm to Discloser; and (c) accordingly, the Discloser may seek a remedy of injunctive relief for any such breach. Recipient 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 except as otherwise set forth herein.

8.  REPRESENTATIONS & WARRANTIES.

8.1. From CounselPro.

(a)  CounselPro represents and warrants that it is the owner of the CounselPro 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 CounselPro 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), CounselPro, at its own expense, will promptly:

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

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

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

(c)  If CounselPro exercises its rights pursuant to Subsection 8.1(b) above, Customer will promptly cease all use of the CounselPro Platform and all reproduction and use of the Documentation and erase all copies in its possession or control. This Section 8.1 states Customer’s sole remedy and CounselPro’s entire liability for breach of the warranty above in this Section 8.1.

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 CounselPro Platform; and

(c)  it is a corporation, the sole proprietorship of an individual 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 CounselPro’s warranty in Section 8.1 above, CUSTOMER ACCEPTS THE COUNSELPRO 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.

(b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING:

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

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

(iii)  COUNSELPRO DOES NOT REPRESENT THAT THE OUTPUT GENERATED BY THE COUNSELPRO 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)  COUNSELPRO 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 COUNSELPRO PLATFORM AS ADDITIONAL PRODUCT FEATURES ARE PROVIDED BY THE RELEVANT INTEGRATION PARTNER “AS IS”, “WHERE IS” AND “AS AVAILABLE”. ACCORDINGLY, COUNSELPRO 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 COUNSELPRO PLATFORM. FOR GREATER CERTAINTY, THE LOSS OF AVAILABILITY AND/OR FUNCTIONALITY OF ANY INTEGRATION PARTNER PRODUCTS, INCLUDING DEACTIVATION OF ANY RELATED APIS BY COUNSELPRO, 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 OR OTHERWISE USE ANY OUTPUT OF THE COUNSELPRO 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. COUNSELPRO 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 COUNSELPRO PLATFORM. COUNSELPRO’S PROVISION OF THE COUNSELPRO 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 COUNSELPRO 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 CUSTOMER’S USE CASE, INCLUDING BY ENSURING QUALIFIED LAWYER REVIEW OF SUCH OUTPUT.

9.  INDEMNIFICATION.

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

(a)  claims which, if true, would constitute a breach of this Agreement; 

(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 CounselPro Platform through Customer’s account, including without limitation by Customer Data;

(c)  the gross negligence, fraud, or wilful misconduct of Customer or any of its agents, subcontractors, or employees.

9.2. General Indemnification Procedures.

(a)  In the event of a potential indemnity obligation under any section of this Article 9, the indemnified Party in each case will:

(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 Article 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), 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 Article 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. COUNSELPRO’S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES (INCLUDING SUBSCRIPTION FEES AND ANY USAGE-BASED OR PROCESSING FEES) PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION, OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.

10.2.   Excluded Damages. EXCEPT WITH REGARD TO BREACHES OF ARTICLE 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.

10.3.   Clarifications & Disclaimers.

(a)  THE LIABILITIES LIMITED BY THIS ARTICLE 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 CounselPro 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 Article 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 Article 10, CounselPro’s liability will be limited to the maximum extent permissible.

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

11.  TERM & TERMINATION.

11.1.  Term. Unless otherwise specified in the Order:

(a) The initial term of this Agreement will commence on the Order Date and continue for the subscription period set forth in the applicable Order (the “Initial Term”). If no period is specified, the Initial Term will default to one (1) month.

(b) Following the Initial Term, the Agreement will automatically renew for successive renewal periods equal to the length of the Initial Term (each a “Renewal Term”), unless either party provides written notice of its intent not to renew. For annual subscriptions, notice must be given at least thirty (30) days prior to the expiration of the then-current term; for month-to-month subscriptions, at least five (5) days prior to expiration. All non-renewal notices must be submitted in writing to support@counselpro.ai or through any other method expressly designated by CounselPro for such notices.

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 30 days unless the other Party first cures such breach, or effective immediately if the breach is not subject to cure.

(b) Either party may terminate this Agreement, or any Order or subscription hereunder, for any reason or for no reason by giving 30 days’ prior written notice to the other party; 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 will cease all use of the CounselPro 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 CounselPro Platform involving product features, product functionality, or other services that CounselPro makes available to Customer that are not generally made available to CounselPro 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)  Customer acknowledges that when Beta Features are made accessible to it (or any of its Users) on the CounselPro Platform, its use of any Beta Features is completely voluntary, and that it may opt-out of any Beta Features at any time;

(b) 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 15 days’ notice);

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

(d) The representations, warranties and covenants of CounselPro set forth herein  do not apply to Beta Features, and CounselPro disclaims any liability related to such provisions for Beta Features, except to the extent they apply to the underlying CounselPro 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;

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

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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. CounselPro 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@counselpro.ai, 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 may not assign this Agreement or any of its rights or obligations hereunder without CounselPro’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 clause 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 clause 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 State of Connecticut, without reference to any conflicts of law principles that would apply the substantive laws of another jurisdiction to the parties’ rights or duties. The parties consent to the personal and exclusive jurisdiction of the state and federal courts located in Fairfield County, Connecticut. 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 CounselPro policy posted online, the terms of this Agreement will govern.

13.9.  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.

13.10.  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.

13.11.  Amendments.

(a)  Terms of Service: CounselPro 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 30 days after such notice (the “Proposed Amendment Date”).  In the event that such amendment materially adversely affects Customers’ rights hereunder, such amendment will not be deemed accepted if Customer gives CounselPro written notice of rejection of the amendment prior to the Proposed Amendment Date. In the event of such rejection, this Agreement will continue without giving effect to such proposed amendment, 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 CounselPro 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: CounselPro 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 13.11.