Terms of Use

1. Agreement to Terms

These Terms of Use are a legally binding agreement between you, whether personally or on behalf of an entity ("you"), and Lawmatics, Inc. ("Lawmatics," "we," "us" or "our"). They govern your access to and use of https://www.lawmatics.com and any related media, website, mobile website or mobile application (collectively, the "Site"), and the Lawmatics software services we make available through it (the "Services"). By accessing the Site or Services, you confirm that you have read, understood and agree to be bound by these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, YOU MAY NOT USE THE SITE OR SERVICES AND MUST STOP USING THEM IMMEDIATELY.

The Site and Services are intended for businesses and professionals, including law firms, and not for personal, family or household use. You must be at least 18 years old to use the Site or Services.

Customer Agreement controls. If you or your organization has signed a SaaS Services Agreement, Order Form or other written agreement with Lawmatics for the Services (a "Customer Agreement"), the Customer Agreement governs your subscription. If these Terms of Use conflict with a Customer Agreement, the Customer Agreement controls. These Terms of Use are incorporated into the Customer Agreement as its Acceptable Use Policy and apply to the extent they do not conflict with it. Nothing in these Terms of Use changes the Term, Fees, renewal, termination or payment terms of a Customer Agreement.

Changes to these Terms of Use. We may update these Terms of Use from time to time and will change the "Last updated" date when we do. Updates apply to your use of the Site after they are posted. For customers with a Customer Agreement, an update does not change the Customer Agreement, which may be modified only in a writing signed by both parties.

The Site is not intended for distribution to or use in any jurisdiction where that would be contrary to law. If you access the Site from outside the United States, you do so on your own initiative and are responsible for complying with local law.

2. Definitions

Capitalized terms not defined in these Terms of Use, including "Customer Data," "Fees," "Initial Service Term," "Renewal Term," "Term," "Usage Data" and "Users," have the meanings given in the Customer Agreement.

3. Intellectual Property Rights

Unless otherwise indicated, the Site and Services are our proprietary property. All source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics on the Site (the "Content"), and the trademarks, service marks and logos on it (the "Marks"), are owned or controlled by us or licensed to us. They are protected by copyright, trademark and other intellectual property laws of the United States and other jurisdictions. Except as expressly provided in these Terms of Use or a Customer Agreement, no part of the Site, Content or Marks may be copied, reproduced, republished, distributed, sold, licensed or otherwise exploited for any commercial purpose without our express prior written permission.

If you are eligible to use the Site, you may access it and download or print a copy of Content you have properly accessed, solely for your internal business use. We reserve all rights not expressly granted to you.

4. User Representations

By using the Site or Services, you represent and warrant that: (1) all registration and account information you submit is true, accurate, current and complete; (2) you will keep that information accurate and promptly update it; (3) you have the legal capacity to agree to, and will comply with, these Terms of Use; (4) you are at least 18 years old; (5) you will not access the Site through automated or non-human means except as we permit; (6) you will not use the Site or Services for any illegal or unauthorized purpose; and (7) your use will not violate any applicable law or regulation. If you provide information that is untrue, inaccurate, out of date or incomplete, we may suspend or terminate your account.

If you sign or electronically accept a Customer Agreement on behalf of an organization, you represent that you are authorized to bind that organization to it, including its Term, number of seats and Fees.

5. Accounts, Access Credentials and Contact Information

You are responsible for keeping your usernames, passwords and other access credentials confidential, and for all use of your account, with or without your knowledge or consent. You are responsible for the equipment and services you need to access the Services and for keeping them secure. We may remove, reclaim or change a username we determine, in our sole discretion, is inappropriate or objectionable.

You must keep a current, accurate email address and designated contact on file with us. Notices we send to the email address on your most recent Order Form, or as you later update in writing, are effective as described in Section 22, whether or not you open them. We are not responsible for any failure of notice caused by out-of-date contact information.

6. Subscriptions, Fees and Payment

We accept Visa, Mastercard, American Express, Discover and ACH. Fees for the Services are set out in your Order Form and are payable in U.S. dollars. You are responsible for all applicable taxes other than taxes based on our net income. You agree to provide current, complete and accurate billing information and to keep a valid payment method on file.

Committed Fees. Fees for the full Initial Service Term and each Renewal Term are committed when you sign your Order Form. They are non-cancellable and non-refundable except as stated in your Customer Agreement. If your Order Form provides for monthly billing, monthly billing is a payment schedule only. It does not create a month-to-month subscription or a right to cancel month to month.

Payment authorization. If you pay by credit card, debit card or ACH, you authorize us to charge that payment method for all Fees when due for the full Term. That authorization stays in effect until all Fees for the Term are paid. If you revoke it, dispute a valid charge with your card issuer or bank, or a charge fails and is not cured within ten (10) days after notice, all Fees for the rest of the then-current Term become immediately due and we may suspend the Services until the balance is paid. A failed payment, a suspension, or cancellation of a subscription in our billing system does not end your Customer Agreement or your obligation to pay.

Seats. The number of seats on your Order Form is committed for the then-current Term and is billed whether or not each seat is used. You may add seats at any time. You may reduce seats only at the start of a Renewal Term, by written notice given by the non-renewal deadline in Section 7.

Price changes. We may change Fees only at the end of the Initial Service Term or a Renewal Term, on at least sixty (60) days' prior notice, which may be sent by email. We do not change Fees during a Term except as your Order Form allows.

Late payments and billing disputes. Invoiced amounts are due thirty (30) days after the invoice date. Unpaid amounts accrue a finance charge of 1.5% per month, or the maximum permitted by law if lower, plus costs of collection. If you believe you have been billed incorrectly, you must contact us within sixty (60) days after the first billing statement showing the error. If you do not, you waive that billing dispute.

We may correct pricing errors, even after payment has been requested or received, and may refuse any order placed through the Site.

7. Auto-Renewal, Non-Renewal and Early Release

Automatic renewal. Subscriptions automatically renew at the end of each Term for a Renewal Term equal in length to the Initial Service Term, unless you or we give written notice of non-renewal at least thirty (30) days before the end of the then-current Term. If you do not give timely notice, your subscription renews and the Fees for the Renewal Term become due.

Renewal reminder. We will email a renewal reminder to the address on file at least sixty (60) days before the end of the then-current Term. Our failure to send a reminder does not prevent renewal.

How to give notice. Notices of non-renewal, cancellation or seat or service reductions must be sent to support@lawmatics.com, or by reply to our renewal reminder email, and must be received at least thirty (30) days before the renewal date.

No termination for convenience. You may not cancel or terminate a subscription for convenience before the end of the then-current Term. Either party may terminate for the other's material breach that is not cured within thirty (30) days after written notice, as described in your Customer Agreement. We may suspend the Services, or terminate without a cure period, for non-payment. Incomplete onboarding, a decision not to use the Services, a feature not listed on your Order Form, or the performance of a third-party product is not a breach by Lawmatics.

Early release. We may, in our sole discretion, agree in writing to release you from your subscription early. Any early release is conditioned on payment of (a) all Fees accrued through the release date and (b) an early termination fee equal to fifty percent (50%) of all Fees that would have become payable for the rest of the then-current Term after the release date.

Accommodations. Any pause, credit, seat reduction or other accommodation is at our sole discretion, must be confirmed by us in writing, and applies only to the instance for which it is given. If we agree to pause the Services, the then-current Term is extended by the length of the pause.

8. Prohibited Activities

You may not access or use the Site or Services for any purpose other than the one for which we make them available. As a user, you agree not to:

• Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code, underlying structure, ideas or algorithms of the Site, Services or any related software.
• Modify, translate or create derivative works based on the Site or Services, except as we expressly permit.
• Use the Services for timesharing or service bureau purposes, or otherwise for the benefit of a third party.
• Export or re-export the Services or related software in violation of U.S. export control or sanctions laws.
• Systematically retrieve data or content from the Site to build a collection, database or directory without our written permission.
• Collect usernames or email addresses of users to send unsolicited email, or create accounts by automated means or under false pretenses.
• Circumvent, disable or interfere with security features of the Site or Services.
• Engage in unauthorized framing of or linking to the Site.
• Trick, defraud or mislead us or other users, including attempts to learn account passwords.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Use scripts, data mining tools, robots, spiders, scrapers or similar automated tools on the Site, other than standard search engine or browser use.
• Interfere with, disrupt or place an undue burden on the Site, Services or connected networks.
• Impersonate another user or person, or use another user's username.
• Use information obtained from the Site to harass, abuse or harm another person.
• Use the Site or Services to build a competing product or service.
• Harass, intimidate or threaten our employees or agents.
• Remove copyright or other proprietary notices from any Content.
• Upload or transmit viruses, Trojan horses, spyware or other harmful or disruptive material.
• Disparage, tarnish or otherwise harm, in our opinion, us or the Site.
• Use the Site or Services in violation of any applicable law or regulation.

We have no obligation to monitor your use of the Site or Services but may do so, and may prohibit any use we believe violates these Terms of Use. You agree to indemnify Lawmatics as described in Section 21 for claims arising from your violation of this Section.

9. User Generated Contributions

The Site may let you chat, post to blogs, message boards or forums, or otherwise submit content such as text, video, audio, photographs, graphics or comments ("Contributions"). Contributions may be visible to other users and third-party websites and may be treated as non-confidential. Contributions do not include Customer Data, which is governed by Section 12 and your Customer Agreement.

When you make a Contribution, you represent and warrant that it:

• Does not infringe any third party's copyright, patent, trademark, trade secret, moral, privacy or publicity rights.
• Is yours, or you have all licenses, rights, consents and permissions needed to let us and other users use it as these Terms of Use contemplate, including consent from each identifiable individual in it.
• Is not false, inaccurate or misleading.
• Is not unsolicited advertising, spam, a chain letter, a pyramid scheme or another form of solicitation.
• Is not obscene, harassing, libelous, abusive or otherwise objectionable, as we determine.
• Does not threaten or incite violence, or exploit or solicit personal information from anyone under 18.
• Does not include offensive comments based on race, national origin, gender, sexual orientation or disability.
• Does not violate any applicable law or these Terms of Use, or link to material that does.

Use of the Site in violation of this Section may result in termination or suspension of your right to use the Site.

10. Contribution License

By posting a Contribution to a public part of the Site, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid, transferable and sublicensable license to host, use, copy, reproduce, publish, display, distribute, translate, adapt and create derivative works of it for any purpose, in any media. You retain ownership of your Contributions and waive any moral rights in them. You are solely responsible for your Contributions. We may edit, re-categorize, pre-screen or delete any Contribution at any time, for any reason, without notice, and we have no obligation to monitor Contributions.

11. Submissions and Feedback

Questions, comments, suggestions, ideas, feedback or other information about the Site or Services that you give us ("Submissions") are non-confidential and become our sole property. We may use and share them for any lawful purpose without acknowledgment or compensation to you. You waive any moral rights in your Submissions and warrant that they are original to you or that you have the right to submit them.

12. Customer Data, Security and AI

Ownership. As between you and us, you own your Customer Data. We own the Site, the Services, and all improvements and related intellectual property. We may collect and analyze Usage Data and use it to operate and improve the Services, and may disclose it only in aggregate or de-identified form.

Security. We maintain a written information security program with administrative, physical and technical safeguards designed to protect Customer Data, as described in our Trust Center at trust.lawmatics.com. We obtain an annual SOC 2 Type 2 examination by an independent auditor and will provide our most recent report to customers on request, subject to confidentiality obligations. We will notify affected customers in writing without undue delay, and no later than seventy-two (72) hours, after confirming a security incident that results in unauthorized access to their Customer Data.

AI. We do not use Customer Data to train or fine-tune artificial intelligence models. We use only AI subprocessors whose terms prohibit them from using Customer Data to train or improve their models. Customer Data processed by the AI features of the Services is used only to provide the Services to that customer and is not combined with other customers' data.

Retention after termination. When a subscription ends, Customer Data remains available for electronic retrieval for sixty (60) days. After that, we may delete it from our production systems within thirty (30) days and will confirm the deletion in writing on request. Backup copies are deleted as backups expire, within thirty-five (35) days.

Your backups. We perform regular routine backups, but the Services do not replace your own records or backups. You are responsible for the accuracy, completeness and integrity of the data you submit. Our liability for loss or corruption of data is governed by Section 20 and your Customer Agreement.

13. Privacy Policy

Please review our Privacy Policy, which is incorporated into these Terms of Use. The Site and Services are hosted in the United States. If you access them from outside the United States, you consent to the transfer and processing of your data in the United States. We do not knowingly collect information from or market to children. If we learn that anyone under 13 has provided personal information without verifiable parental consent, we will delete it as quickly as reasonably practical.

14. U.S. Government Rights

Our services are "commercial items" as defined in Federal Acquisition Regulation ("FAR") 2.101. If acquired by or for an agency outside the Department of Defense ("DOD"), they are subject to these Terms of Use under FAR 12.212 (computer software) and FAR 12.211 (technical data). If acquired by or for an agency within the DOD, they are subject to these Terms of Use under Defense Federal Acquisition Regulation Supplement ("DFARS") 227.7202-3, and DFARS 252.227-7015 applies to technical data. This clause supersedes any other FAR, DFARS or other clause addressing government rights in computer software or technical data.

15. Site Management

We may, but are not required to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who violates the law or these Terms of Use, including reporting them to law enforcement; (3) refuse, restrict or disable any Contribution; (4) remove files or content that are excessive in size or burdensome to our systems; and (5) otherwise manage the Site to protect our rights and property and keep it functioning properly.

16. Copyright Infringements

We respect the intellectual property rights of others. If you believe material on or through the Site infringes a copyright you own or control, notify us using the contact information in Section 27 (a "Notification"). A copy of your Notification will be sent to the person who posted or stored the material. You may be liable for damages under federal law if you make material misrepresentations in a Notification.

17. Term and Termination

These Terms of Use remain in effect while you use the Site or Services. WE MAY, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ANY PERSON ACCESS TO THE PUBLIC PORTIONS OF THE SITE (INCLUDING BY BLOCKING IP ADDRESSES) FOR ANY REASON, INCLUDING BREACH OF THESE TERMS OF USE OR APPLICABLE LAW. If we terminate or suspend your account, you may not create a new account under your name, a false or borrowed name, or the name of a third party.

For customers, suspension and termination of the Services, the 60-day data retrieval period, and the Fees due on termination are governed by Section 7 and your Customer Agreement. Ending your access to the Site does not end your Customer Agreement or your obligation to pay Fees for the Term. Provisions that by their nature should survive termination will survive, including payment obligations, confidentiality, disclaimers and limitations of liability.

18. Modifications, Interruptions and Corrections

We may change, update or remove content on the public Site at any time without notice, and we have no obligation to update any information on it. We may update, modify or discontinue features of the Services, but for customers we will not materially reduce the overall protection of Customer Data during the Term, and Fees change only as described in Section 6.

The Site and Services may be temporarily unavailable for scheduled or emergency maintenance, for problems with third-party providers, or for other causes beyond our reasonable control. We will use reasonable efforts to give advance notice by email or in writing of scheduled service disruptions. We do not warrant that the Site or Services will be uninterrupted or error free.

The Site may contain typographical errors, inaccuracies or omissions, including in descriptions, pricing and availability. We may correct them at any time without prior notice.

19. Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN A CUSTOMER AGREEMENT, THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND YOUR USE OF THEM IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE OR SERVICES, OR AS TO THE ACCURACY OR COMPLETENESS OF THE SITE'S CONTENT OR OF ANY LINKED WEBSITE. WE DO NOT WARRANT, ENDORSE OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY PRODUCT, SERVICE OR INTEGRATION ADVERTISED OR OFFERED THROUGH THE SITE, AND WE ARE NOT A PARTY TO ANY TRANSACTION BETWEEN YOU AND A THIRD-PARTY PROVIDER.

20. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, LAWMATICS AND ITS SUPPLIERS (INCLUDING ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO THE SITE, THE SERVICES OR THESE TERMS OF USE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE, OR FOR LOSS, INACCURACY OR CORRUPTION OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES YOU PAID TO LAWMATICS FOR THE SERVICES IN THE 12 MONTHS BEFORE THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU HAVE A CUSTOMER AGREEMENT, ITS LIMITATION OF LIABILITY CONTROLS.

21. Indemnification

Your indemnity. You agree to indemnify and hold harmless Lawmatics and its officers, affiliates, employees and agents from any damages, losses, liabilities, settlements and expenses (including costs and attorneys' fees) in connection with any claim or action that arises from: (1) your use of the Site or Services; (2) your Contributions; (3) an alleged violation of these Terms of Use, including Section 8; or (4) your violation of any applicable law or the rights of a third party.

Lawmatics' intellectual property indemnity. For customers with a Customer Agreement, Lawmatics' obligation to defend and hold you harmless from third-party claims that the Services infringe a United States patent or copyright, or misappropriate a trade secret, is set out exclusively in the Indemnity section of your Customer Agreement and is subject to its conditions and exclusions.

22. Electronic Communications, Notices and Signatures

Visiting the Site, sending us emails and completing online forms are electronic communications. You consent to receive electronic communications and agree that all agreements, notices, disclosures and other communications we provide electronically, by email or on the Site, satisfy any legal requirement that they be in writing. YOU AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS. You waive any requirement under any law for an original signature or for delivery or retention of non-electronic records.

Notices to you. Notices we send by email to the address on your most recent Order Form, or as you later update in writing, are effective when sent, whether or not you open, acknowledge or confirm them. If we receive a documented delivery failure, such as a bounce notification, we will make reasonable efforts to reach you through another contact method on file, but the original notice remains effective.

Notices to us. Notices of non-renewal, cancellation, termination or breach must be sent to support@lawmatics.com, by reply to our renewal reminder email, or to another address we designate in writing. They are effective when we receive them.

23. Governing Law and Disputes

These Terms of Use and your use of the Site and Services are governed by the laws of the State of California, without regard to its conflict of laws principles. The state and federal courts located in San Diego County, California have exclusive jurisdiction over any dispute arising out of or relating to these Terms of Use, the Site or the Services. Each party consents to personal jurisdiction in those courts and waives any objection based on lack of personal jurisdiction or forum non conveniens.

The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) do not apply. To the extent permitted by law, any claim relating to the Site must be brought within one (1) year after the cause of action arose. In any action to enforce rights under these Terms of Use, the prevailing party may recover its costs and attorneys' fees.

24. Mobile Application Use

The following also applies if you access the Services through our mobile application (the "Mobile App").

• License and eligibility. Subject to these Terms of Use and your Customer Agreement, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Mobile App on compatible devices, solely in connection with your organization's paid Lawmatics account. Only your organization's authorized Users may use it. Your firm's clients may not use it unless we expressly permit this in writing.
• Platform terms. Your use of the Mobile App may also be subject to third-party platform terms, such as those of the Apple App Store or Google Play, which you agree to follow. The platform provider is not responsible for the Mobile App; we are.
• Permissions and device data. The Mobile App may request access to device features such as the camera, microphone, photo library, push notifications or location. By granting access, you authorize us to collect and use the related data under our Privacy Policy. You may withdraw permissions at any time, but some features may stop working.
• Updates and support. We may update, modify, suspend or discontinue the Mobile App at any time without notice and may block older versions. We have no obligation to support older versions or any specific device or operating system.
• Termination of access. If your access to the Site or Services ends, your right to use the Mobile App also ends, and you must uninstall it. We are not responsible for cached data that remains on your device.
• Additional restrictions. You must not, and must not permit anyone else to: (a) reverse engineer, decompile or attempt to derive the source code of the Mobile App; (b) distribute, rent, lease, sublicense or make it available to any third party, including your clients, except as expressly authorized; (c) remove or alter any proprietary notices in it; or (d) use it in breach of these Terms of Use or your Customer Agreement.

25. California Users and Residents

If a complaint with us is not satisfactorily resolved, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

26. Miscellaneous

These Terms of Use, any policies we post on the Site, and any Customer Agreement are the entire agreement between you and us about their subject matter. In entering into a subscription, you have not relied on any statement, demonstration or representation not set out in your Customer Agreement, and your purchase is not contingent on the delivery of any future functionality or features. Our failure to enforce any right or provision is not a waiver of it.

You may not assign or transfer your rights or obligations under these Terms of Use or a Customer Agreement without our prior written consent. We may assign our rights and obligations at any time without consent. We are not liable for any delay or failure caused by events beyond our reasonable control. If any provision is found unlawful, void or unenforceable, it will be limited or severed to the minimum extent necessary, and the rest remains in effect. No joint venture, partnership, employment or agency relationship is created by these Terms of Use. These Terms of Use will not be construed against us because we drafted them. You waive any defense based on the electronic form of these Terms of Use or the lack of a signature.

27. Contact Us

To resolve a complaint about the Site or Services, or for more information about using them, contact us at:

Lawmatics, Inc. 9191 Towne Centre Dr., Suite 401 San Diego, CA 92122 Phone: 1-800-883-1105 Email: support@lawmatics.com

Send notices of non-renewal, cancellation, termination or breach to support@lawmatics.com, as described in Section 22.

28. reCAPTCHA and Google Terms of Service

This Site is protected by reCAPTCHA, and the Google Privacy Policy and Terms of Service apply.