Last updated July 24, 2025
These Terms of Service (the "Terms of Service" or "Terms") govern access to and use of LawBotica, a product offered by Kavayah Solutions, Inc. ("Kavayah," "we," or "us"). These Terms apply to your use of the LawBotica website, applications, application plug-ins, and other related services provided by us (collectively, the "Service"). Website visitors are referred to in these Terms as "Site Visitors," and individuals or entities who use the Service or create an account ("Account")—along with their Authorized Users—are collectively referred to as "Customers." Site Visitors and Customers may be referred to in these Terms as "you" or "your," as applicable.
These Terms are in addition to, and do not nullify, any other agreement between you and us or any other applicable terms and conditions found in the Service.
Acceptance of Terms
By using the Service, you, as a Site Visitor or Customer, accept and agree to follow and be bound by these Terms (whether on behalf of yourself or a legal entity you represent). You also agree to comply with all applicable laws and regulations, as well as all rules or restrictions that are posted on the Service. If you do not agree to these Terms, you are not authorized and must cease using the Service immediately.
1 Definitions
The following capitalized terms will have the following meanings in this Agreement:
1. "AI" means artificial intelligence.
2. "API" stands for Application Programming Interface.
3. "Customer Data" means data and information that is collected, processed, and/or stored on the LawBotica AI Platform specific to the Customer or its Users as a result of their interaction with the LawBotica AI Platform, including input prompts, Document Data, Outputs, and other feedback provided within the LawBotica AI Platform.
4. "Document Data" means document data and/or text that is collected, processed, and/or stored through the LawBotica AI Platform by Customer or its Users.
5. "Documentation" means any proprietary materials, documents, or other information that LawBotica provides or makes available to Customer relating to the use of the LawBotica AI Platform.
6. "Input" means any User prompt (or other data or information of any nature) provided, uploaded, or submitted to the LawBotica AI Platform, which, in whole or in part, is used or relied upon by the LawBotica AI Platform for processing and the related generation of Output.
7. "Integration Partner Products" refers to third-party software, applications, technologies, or other products that are integrated into the LawBotica AI Platform and may be optionally used by the Customer or its Users, subject to separate terms and conditions of the third-party provider.
8. "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.
9. "Maintenance" means error corrections or updates to the LawBotica AI Platform by LawBotica, including all releases of the LawBotica AI Platform that correct faults, add or enhance functionality, or otherwise amend or upgrade the LawBotica AI Platform.
10. "Order" means an order, signed by both Parties and referencing these Terms of Service, subscribing to access to the LawBotica AI Platform and certain specified product features and services.
11. "Order Date" means the order date specified on the initial Order for the LawBotica AI Platform.
12. "Output" means the AI-generated textual content or response to Inputs, submissions, or other directions via the LawBotica AI Platform.
13. "Personal Data" generally means any information relating to an identified or identifiable natural person where an identifiable natural person 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.
14. "Privacy/Security Laws" means any applicable global privacy and security laws and/or regulations governing LawBotica's handling of Personal Data for the Customer.
15. "LawBotica AI Platform" means LawBotica'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.
16. "User" means any individual who uses the LawBotica AI Platform on the Customer's behalf or through the Customer's Account or passwords.
2 Access and Use of the Platform
2.1 Authorization to Access and Use the LawBotica AI Platform.
• Commencing on the Effective Date, LawBotica will make the LawBotica AI Platform available to the Customer for access within the use limitations outlined in the Order, all under the terms of this Agreement.
• Subject to the terms and conditions of this Agreement, LawBotica (i) grants Customer a non-exclusive, non-transferable, worldwide right during the Term to access the LawBotica AI Platform, and (ii) authorizes the Customer to permit the number of Users specified in the Order to use the LawBotica AI Platform solely for the Customer's internal purposes.
• 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, LawBotica will:
(a) Provide maintenance and support for the use of the LawBotica AI Platform to the Customer.
(b) Keep the LawBotica AI Platform operational and available to the Customer at all times, including installing any software updates deemed reasonably necessary to address errors, bugs, or other performance issues in the LawBotica AI Platform on its servers.
2.3 Documentation:
The Customer may reproduce and use the Documentation solely as necessary to support the Users' use of the LawBotica AI Platform.
2.4 Feature Revisions.
LawBotica may revise LawBotica AI 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 LawBotica AI Platform.
2.5 Deployment Models and Service Components
The LawBotica AI Platform may be deployed under different models, including (i) a multi-tenant SaaS model hosted by LawBotica, (ii) a dedicated private cloud instance hosted by LawBotica or a third-party cloud provider on behalf of the Customer, or (iii) an on-premises deployment hosted by the Customer or its designated infrastructure provider.
Depending on the deployment model selected in an applicable Order:
• In the SaaS model, all AI Processing Services are provided by LawBotica.
• In the private cloud or on-prem models, LawBotica may optionally provide AI Processing Services as a managed add-on component. The availability, scope, and security responsibility for such services will be specified in the applicable Order or supplemental Agreement.
For the avoidance of doubt, Customer is solely responsible for infrastructure security, access controls, and data processing safeguards in any on-premises or customer-hosted private cloud deployment, except to the extent LawBotica explicitly provides and manages any components as part of the Agreement.
3 Fees & Payment
3.1 Subscription Fees.
(a) Customer will pay Kavayah the fees stipulated in each Order (the "Subscription Fees") within 30 days of Kavayah issuing an invoice for the Subscription Fees. To facilitate invoicing and payment, the Customer will maintain complete, accurate, and up-to-date billing and contact information.
(b) 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.
Kavayah reserves the right (in addition to any other rights or remedies Kavayah may have) to suspend all Customer access to the Kavayah AI Platform if any Subscription Fees are overdue by 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 Kavayah AI Platform (collectively, "Sales Taxes"). The Customer will be solely responsible for paying any applicable Sales Taxes.
4 Data, Security, and Privacy
4.1 Processing of Customer Data.
• Generally, Customer authorizes Kavayah to process Customer Data as necessary to provide the LawBotica AI Platform and the features specified in any applicable Order. This may include the use of subprocessors for limited document processing (e.g., OCR extraction), subject to data privacy safeguards. However, under no circumstances will LawBotica share Customer Data with other LawBotica customers or unrelated third parties, except as expressly permitted under this Agreement.
• Data Processing by Third Party services. Customer understands, acknowledges, and consents to the following:
• Data Transmission and Retrieval. LawBotica will occasionally transmit Customer Data (particularly Document Data) to its Third-Party data retrieval services to extract text. All transmitted and retrieved Customer Data will be encrypted in transit according to industry-standard encryption protocols.
• Data Protection by third-party data extraction services. LawBotica will only transmit Customer Data to Third Party data extraction services as required to perform the Service set out in the Customer's Order(s). In each case, LawBotica has executed a data processing agreement with the applicable third-party data extraction services to ensure they are responsible for processing Customer Data in compliance with relevant privacy and security laws.
• No LLM Model Training. Customer Data is not used to train the AI models of LawBotica.
• Internal Data Processing. Customer understands, acknowledges, and consents to the following:
• General Data Processing. LawBotica 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 LawBotica 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 LawBotica customers or third parties (except for LawBotica's listed data subprocessors for specified purposes, as per Section 4.3(a) below).
• Usage Data. LawBotica collects specific technical and analytics data and information from its Users ("Usage Data"), solely to improve service delivery and platform performance. Usage Data includes User analytics and quantitative usage metrics (e.g., feature interaction statistics), feedback, and other statistical information about the Customer's use of the LawBotica AI Platform. LawBotica 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 the Customer's use of the LawBotica AI Platform.
• Optimizing Customer Experience. To enhance the Customer's experience, LawBotica may process Customer Data to improve the quality of the Customer's available product features. This includes calibrating its internal systems for User-specific personalization based on the User's indicated preferences and interactions within the LawBotica AI Platform. For these purposes, LawBotica implements industry-standard de-identification protocols immediately upon data collection and before any processing. 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
• As between the Parties, the Customer owns: (i) all Customer Data uploaded by Customer or its Users to the LawBotica AI Platform; and (ii) all Outputs.
• LawBotica will treat Customer Data as Confidential Information and will not disclose Customer Data to any other customers or third parties, other than (i) to its data sub-processors as necessary to provide the services stipulated in the Order, or (ii) to its employees and authorized contractors.
• Customer grants to LawBotica a non-exclusive, royalty-free, worldwide license to use, copy, store, modify, distribute, transfer, and display Customer Data solely to provide the services of the LawBotica AI Platform to Customer on the terms of any Order.
• For clarity, LawBotica may derive anonymous data and statistics from Customer Data ("Derived Data"). It may compile, aggregate, use, and disclose such Derived Data for its legitimate business purposes, provided that no Derived Data will identify (and cannot reasonably be used or reverse-engineered to identify or attribute to) Customer, its Users, or other third parties associated with Customer Data. LawBotica will own all right, title, and interest in the Derived Data and any resulting LawBotica products or services incorporating the Derived Data.
4.3 LawBotica's Data Security
(a) LawBotica maintains industry-standard administrative, technical, and physical safeguards to protect all Customer Data (including Personal Data) processed, stored, collected, or transmitted by LawBotica. LawBotica maintains a data security trust center available at https://trust.LawBotica.ai/ , which (i) sets out all of LawBotica's data security protocols, (ii) provides information on the data processing commitments of the LLM used by LawBotica, and (iii) provides a list of LawBotica's data subprocessors and related processing purposes.
(b) LawBotica exercises diligent efforts to prevent unauthorized disclosure or exposure of Customer Data. Accordingly, LawBotica 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, LawBotica will have no responsibility or liability for (i) the accuracy of Customer Data uploaded to the LawBotica AI Platform by Customer and its Users, or (ii) Customer's usage of, or reliance on, Outputs.
(d) Notwithstanding anything else in this section, LawBotica may be compelled to disclose Customer Data as required by applicable law or by a proper legal or governmental authority. In such cases, LawBotica will provide the Customer with prompt notice of any legal or governmental demand/order for disclosure, and reasonably cooperate with the Customer in any effort to seek a protective order or otherwise contest such required disclosure.
(e) LawBotica complies with all applicable privacy and security laws, both specifically to LawBotica and generally to data processors in the jurisdictions where LawBotica does business.
4.4 Customer's Personal Data
• LawBotica collects and uses categories of Personal Data from the Customer and its Users that are required to administer the Customer's LawBotica account, including payment records and credit cards. Otherwise, LawBotica only collects and uses Personal Data as necessary to provide the services contemplated in an Order, or as otherwise expressly consented to by Customer.
• Customers acknowledge that LawBotica's management of their Personal Data is governed by its privacy policy, available here. The Customer recognizes and agrees that nothing in this Agreement restricts LawBotica's right to alter its privacy policy as required by LawBotica or by applicable Privacy/Security Laws.
5 Customer Responsibilities
5.1 Acceptable Use.
(a) The Customer will not:
• Use the LawBotica AI Platform for service bureau or time-sharing purposes, or in any other way allow third parties to exploit the LawBotica AI Platform;
• Provide LawBotica AI Platform passwords or other login information to any third party, or allow access to the LawBotica AI Platform by multiple individuals impersonating a single User;
• Share non-public LawBotica AI Platform features or content with any third party;
• Attempt to circumvent or turn off any security features or functionality associated with the LawBotica AI Platform;
• Access the LawBotica AI Platform to build a competitive product or Service, to build a product using similar ideas, features, functions, or graphics of the LawBotica AI Platform, or to copy any ideas, features, functions, or graphics of the LawBotica AI Platform; or
• Engage in web scraping or data scraping on or related to the LawBotica AI Platform, including, without limitation, the collection of information through any software that simulates human activity or any bot or web crawler.
(b) In the event that LawBotica suspects any breach of the requirements of Section 5.1(a), including, without limitation, by Users, LawBotica may suspend the Customer's access to the LawBotica AI Platform without advance notice, in addition to any other remedies LawBotica may have.
5.2 Unauthorized Access.
The Customer will take reasonable steps to prevent unauthorized access to the LawBotica AI Platform, including, without limitation, protecting its passwords and other login information. The Customer will notify LawBotica immediately of any known or suspected unauthorized use of the LawBotica AI Platform or breach of its security and will use best efforts to stop the breach.
5.3 Compliance with Laws
In its use of the LawBotica AI Platform, the Customer will comply with all applicable laws, including, without limitation, privacy and security laws.
5.4 Non-Lawyer Reliance on LawBotica Output.
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 LawBotica AI Platform, it (or its Users) will not solely 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 & LawBotica AI Platform Access.
Customer is responsible and liable for: (a) Users' use of the LawBotica 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 LawBotica 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 LawBotica and to authorize LawBotica to use, disclose, or otherwise process that Customer Data through the LawBotica AI Platform as contemplated by this Agreement.
5.7 Marketing and Promotion.
Unless indicated otherwise by Customer, Customer will allow LawBotica to use the name and logo of Customer in its marketing and promotional activities, including being posted on LawBotica's website, on social media, and in its marketing and advertising materials.
6 Intellectual Property & Feedback
6.1 IP Rights to the LawBotica AI Platform.
• LawBotica retains all right, title, and interest in and to the LawBotica AI Platform, including, without limitation, all intellectual property rights in (i) the software used to provide the LawBotica AI Platform, and (ii) all graphics, user interfaces, logos, and trademarks reproduced through the LawBotica AI Platform.
• This Agreement does not grant Customer any intellectual property license or rights in or to the LawBotica AI Platform or any of its components, except to the limited extent that such rights are necessary for Customer's use of the LawBotica AI Platform as specifically authorized by this Agreement. The Customer recognizes that the LawBotica AI Platform and its components are protected by copyright and other applicable laws.
6.2 Feedback.
• LawBotica has not agreed to and does not agree to treat as confidential any suggestions or ideas for improving or otherwise modifying any of LawBotica's products or services that the Customer or Users provide to LawBotica ("Feedback").
• Nothing in this Agreement or the parties' dealings arising out of or related to this Agreement will restrict LawBotica'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 Confidentiality
7.1 Scope of Confidential Information.
(a) For the purposes of this Section, "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 (iv) Customer Data.
(b) Exclusions. 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.
• The Recipient shall not use the Discloser’s Confidential Information for any purpose other than as set forth in this Agreement or as otherwise expressly authorized in writing by the Discloser (the “Purpose”).
• The Recipient: (i) shall not disclose Confidential Information to its employees or contractors unless they have a need to know such information to fulfill the Purpose and are subject to confidentiality obligations no less restrictive than those contained herein; and (ii) shall not disclose Confidential Information to any third party without the Discloser’s prior written consent.
• The Recipient shall protect the Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature and importance, but in no event less than reasonable care. The Recipient shall promptly notify the Discloser upon becoming aware of any unauthorized use or disclosure of Confidential Information.
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. Recipients will give the 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 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, 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.
Nothing in this Agreement transfers ownership of, or grants any license to, the Confidential Information. The Discloser retains all rights, title, and interest in and to its Confidential Information.
8 Representations and Warranties
8.1 From LawBotica.
(a) LawBotica represents and warrants that it is the owner of the LawBotica 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 LawBotica 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, LawBotica, at its own expense, will promptly:
(c) If LawBotica exercises its rights pursuant to Subsection 8.1(b) above, Customer will promptly cease all use of the LawBotica 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 LawBotica AI Platform; and
(c) It is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business under applicable law.
8.3 Disclaimers.
(a) Except to the extent set forth in LawBotica's warranty in Section 8.1 above,
CUSTOMER ACCEPTS THE LAWBOTICA 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.
(b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING:
(c) LAWBOTICA DOES NOT REPRESENT OR WARRANT THAT THE LAWBOTICA AI PLATFORM WILL PRODUCE ACCURATE OR RELEVANT CONTENT FOR THE CUSTOMER, OR OTHERWISE PERFORM WITHOUT INTERRUPTION OR ERROR;
(d) WHILE MAINTAINING INDUSTRY STANDARD DATA SECURITY MEASURES AS PER SECTION 4.3, LAWBOTICA CANNOT GUARANTEE THAT THE LAWBOTICA 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;
(e) LAWBOTICA DOES NOT REPRESENT THAT THE OUTPUT GENERATED BY THE LAWBOTICA 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);
(f) ALL INTEGRATION PARTNER PRODUCTS PROVIDED ON THE LAWBOTICA AI PLATFORM AS ADDITIONAL PRODUCT FEATURES ARE PROVIDED "AS IS", "WHERE IS", AND "AS AVAILABLE". ACCORDINGLY, LAWBOTICA 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 LAWBOTICA AI PLATFORM. FOR GREATER CERTAINTY, THE LOSS OF AVAILABILITY AND/OR FUNCTIONALITY OF ANY INTEGRATION PARTNER PRODUCTS, INCLUDING DEACTIVATION OF ANY RELATED APIS BY LAWBOTICA, DOES NOT JUSTIFY THE REFUND OF ANY SUBSCRIPTION FEES PAID OR PAYABLE BY THE CUSTOMER.
(g) 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 LAWBOTICA 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. LAWBOTICA 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 LAWBOTICA AI PLATFORM. LAWBOTICA'S PROVISION OF THE LAWBOTICA 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.
(h) 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 LAWBOTICA AI PLATFORM, WHICH USES AI TO GENERATE PREDICTIONS BASED ON PATTERNS IN DATA. OUTPUT GENERATED BY AI IS PROBABILISTIC AND SHOULD BE EVALUATED FOR ACCURACY AS APPROPRIATE FOR YOUR USE CASE, INCLUDING BY ENSURING QUALIFIED LAWYER REVIEW OF SUCH OUTPUT.
9 Indemnification
9.1 Indemnification by LawBotica.
• LawBotica will defend Customer from any third party claim alleging that Customer's use of the LawBotica 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 LawBotica, resulting from such IP Claim.
• LawBotica will have no liability or obligation concerning any IP Claim if such claim is caused in whole or in part by (i) unauthorized use of the LawBotica AI Platform by Customer or its Users; (ii) modification of the LawBotica AI Platform by anyone other than LawBotica or its representatives; (iii) or the combination, operation or use of the LawBotica AI Platform with other data, hardware, or software not provided by LawBotica.
• Except for the warranty provided by LawBotica in section 8.1, this section 9.1 states LawBotica'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 LawBotica against any third-party claim, suit, or proceeding against LawBotica arising out of the Customer's misuse of the LawBotica AI Platform, including without limitation:
• Claims which, if true, would constitute a breach of Section 5 of this Agreement (Customer Obligations); and
• 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 LawBotica AI Platform through the 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 willful 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 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 LawBotica, 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, the indemnified Party in each case will:
• Promptly notify the indemnifying Party in writing of the claim.
• 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
• 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 before 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:
• 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
• Reimbursement of reasonable legal fees incurred by the indemnified Party before the indemnifying Party assumed 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 Section 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 claims arising under Section 4 (Data Security), Section 7 (Confidential Information), and Section 9 (Indemnification), each Party’s total cumulative liability for all claims arising out of or relating to this Agreement shall not exceed the total subscription fees paid by Customer in the twelve (12) months preceding the event giving rise to such liability.
10.2 Excluded Damages.
Except with respect to breaches of Section 7 (Confidential Information), in no event shall either Party be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, loss of business, or loss of data, arising out of or related to this Agreement, even if such Party has been advised of the possibility of such damages.
10.3 Clarifications & Disclaimers.
· The limitations of liability set forth in this Section 10 shall apply to the benefit of each Party’s officers, directors, employees, agents, and third-party contractors, and shall apply:
(a) to claims based on negligence;
(b) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise;
(c) even if a Party has been advised of the possibility of such damages or if such damages were foreseeable; and
(d) even if any agreed remedy fails of its essential purpose.
· Customer acknowledges and agrees that LawBotica has set its pricing and entered into this Agreement in reliance on the limitations of liability and the disclaimers of warranties and damages in this Section. These terms form an essential basis of the bargain between the Parties.
· If applicable law limits the enforceability of any provision in this Section, LawBotica’s liability will be limited to the maximum extent permitted by law.
· For the avoidance of doubt, the limitations of liability and disclaimers set forth in this Section shall also apply to LawBotica’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.
11 Term and Termination
11.1 Initial Term & Renewals.
Unless otherwise specified in the Order:
• 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 year from the Order Date (the "Initial Term").
• 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 30 days prior to the expiration of the then-current Term.
• Fee Adjustments on Renewals. Notwithstanding the Subscription Fees stipulated in an Order, LawBotica reserves the right to increase the Subscription Fees for each Renewal Term upon at least 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 LawBotica AI Platform (and/or the services LawBotica is providing to the Customer in relation to the LawBotica 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 LawBotica'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 LawBotica will reserve the right to re-price Subscription Fees at LawBotica's current list rates.
11.2 Termination.
• 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.
• Customer 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 LawBotica.
11.3 Effects of Expiration or Termination.
Upon expiration or termination of this Agreement for any reason, Customer will cease all use of the LawBotica AI Platform immediately and delete all copies of the Documentation in its possession or control.
11.4 Survival.
The following provisions shall survive the termination or expiration of this Agreement:
(a) any obligation of Customer to pay Subscription Fees incurred prior to termination;
(b) Sections 6 (Intellectual Property & Feedback), 7 (Confidential Information), 8.3 (Warranty Disclaimers), 9 (Indemnification), and 10 (Limitation of Liability); and
(c) any other provisions of this Agreement that by their nature are intended to survive termination, or that are necessary to fulfill their essential purpose.
12 Beta Features
The terms in this Section 12 apply to any Customer use of the LawBotica AI Platform involving product features, product functionality, or other services that LawBotica makes available to Customer that are not generally made available to LawBotica customers and/or are designated as "beta", "pilot", "preview", "early access", "test", or any similar designations (collectively, "Beta Features").
Unless otherwise indicated in an Order:
• 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 outlined in an applicable Order (or, if there is no stipulated period term in an Order for such Beta Features, upon 15 days' notice);
• Kavayah reserves the right to discontinue or modify its provision of any Beta Features to the Customer at any time, with or without notice.
• Section 2.2 (Support and Updates), Section 4.3 (Data Security), and Section 8.1 (LawBotica Warranties) do not apply to Beta Features, and LawBotica disclaims any liability related to these provisions for Beta Features, except to the extent they apply to the underlying LawBotica 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;
• Customer agrees that any suggestions, recommendations, or feedback provided regarding Beta Features may be used by LawBotica for any purpose, without any obligation to the Customer.
13 Changes to These Terms
We reserve the right, at our sole discretion, to update, change, or replace any part of these Terms. The most current version of the Terms will be posted on the Service; it is your responsibility to check our website periodically for updates. If the changes include material changes that affect your rights or obligations, we will notify you of the changes by reasonable means, which could include notification through the Service or via email. Your continued use of the Service following the effective date of any changes to these Terms constitutes acceptance of those changes. If you do not agree to the new Terms, you will not be able to use the Service.
14 Contact Information
If you have any questions or concerns about the Service or these Terms, please contact us at support@lawbotica.ai.
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