Disclosure Ready End User Agreement
for Preview Users (USA)

1. OVERVIEW  

1. We will provide the Service to you in accordance with this Agreement.
2. The Service is software-as-a-service provided on a subscription basis.
3. The Service assists attorneys and paralegals automate and systemize document collection, categorization and disclosure, particularly in family law matters.
4. A User can upload documents related to a matter and electronically disclose these documents with other parties to the matter and third parties such as experts and accountants. A User can share the matter folder with the client and give access to the client to upload documents. A person with whom a matter is shared also enters into this Agreement and becomes a User as set out in clause 2.1(e) below.
5. The Service is not designed or available to be used by litigants-in-person or self-represented litigants, unless that person is a qualified attorney. A law firm must not share a matter with an opposing party who is litigant-in-person or self-represented litigant, unless the opposing party is a qualified attorney.
6. As part of our hosted solution, documents are saved as part of the matter on a server, allowing searching and downloading.
7. This Agreement includes these standard terms, and the pricing details set out on our website.

2. THE DISCLOSURE READY SERVICE

2.1 Users

1. We will provide you with access to and use of the Service. If you have the appropriate subscription package and authority, you can create accounts for use by other Users and can add and remove Users.
2. Users must have an account to access and use the Service.
3. A User can be a person who works for your firm or organization.
4. If you are a law firm or organization, then a User may be a partner or employee of your law firm or organization. You must ensure that all such Users comply with the provisions of this Agreement, and you are responsible for the conduct of such Users in respect of their use of the Service.
5. If you are a law firm, then your client, or expert or other third party that you engage may also use the Service but must enter into their own agreement with us and create their own account; they are not “Users” under your Agreement. Your law firm is not responsible for the use of the Service by such clients, experts or third parties.
6. You will ensure that each person who uses the Service from your organization has an account in their name.
7. You must not create accounts for use by third parties, that is, people who are not associated with you. A third party must create their own account and separately agree to the terms in this Agreement.
8. Accounts must not be shared by or between users.
9. A User must not use the Service if barred by law from using the Service.
10. We may require that each User agree to legal terms that are consistent with this Agreement before using the Service.

2.2 The Service

The Service can be accessed via the website located at disclosureready.com.

1. To use the Service, you must have a computer or mobile device with an up-to-date operating system and web browser, and a fast internet connection.
2. You are responsible for all third-party costs associated with accessing the Service, including for example the fees charged by internet service providers or telecommunications carriers.
3. We will provide the Service in a professional manner with due care and skill and in accordance with good industry practice.
4. In providing the Service, we will comply with all relevant Laws.
5. The parties will always act reasonably and in good faith when dealing with each other.
6. If we attend your premises, we will comply with your relevant policies and directions known or made known to us.
7. Additional services may be provided under this Agreement where the parties agree to and sign a written addendum that specifies the additional services and states that those additional services are being provided pursuant to this Agreement.

2.3 Security

1. We are ISO 27001 accredited and will use commercially reasonable efforts to maintain this or an industry equivalent accreditation for the term of this Agreement.
2. We maintain appropriate screening procedures for our personnel as required by our ISO 27001 accreditation.
3. We implement industry standard processes and take reasonable measures including physical and logical security measures consistent with commercially available security practices to secure the Service from unauthorized access and to protect the integrity and confidentiality of Content.
4. To log into an account, you must have two-factor authentication (2FA) configured in accordance with instructions provided by us. This requires access to a device such a mobile telephone that can receive messages or a tablet or mobile telephone connected to the Internet that has the designated authentication App.
5. However, any transmission of data over the internet is inherently risky. You acknowledge and agree that you are responsible for the security of devices that are used by you and your Users to access to the Service, and for the security of your computer network. This includes having up-to-date browser and operating system software.
6. You must comply with our reasonable directions regarding security that relate to the integrity and security of the Service.
7. We make no representation and give no warranty regarding your access to the Service. Due to the nature of the internet and software programs, during use of the Service, you and others may experience errors, poor network performance and other issues that detract from use of the Service. While we take steps to maintain the Service, we do not warrant that the Service will be constantly available or warrant that you or others will have uninterrupted and error-free access to the Service.

2.4 User Accounts

1. When your account is created, you must:
   
   1. provide accurate, current and complete information for the indicated mandatory fields (including a valid work email address); and
   2. not establish accounts under fake names or fake credentials; and
   3. maintain and update this information to keep your account details accurate, current and complete; and
   4. if you supply us with any inaccurate, false or incomplete information (or fail to keep such information current), we have the right to terminate your account and access to the Service.

2.5 Usernames and Passwords

1. To use all features of the Service, you (and each User) must create an account with us, including selecting a unique username and password.
2. You are fully responsible for maintaining the confidentiality of your username and password combination, and for all activities that are conducted through or under your account and any other User accounts created in accordance with your subscription.
3. You (and each User in your organization) must not under any circumstances share a password for the Service with any other person.
4. You (and each User in your organization) must not transfer, sell, rent, lend or otherwise dispose of a username / password combination for the Service (or attempt to do any of the foregoing).
5. You (and each User in your organization) must inform us immediately if you (or the User) suspect or become aware of a breach of security relating to your or a User account. The person impacted must promptly change the User’s password.
6. A User may close the User’s account by emailing us at support@disclosureready.com.

2.6 Use of the Service

1. You (and each User in your organization) must use the Service in a responsible and reasonable manner. You (and each User in your organization) must not use the Service in a way that is against the Law or that harms us or our partners, affiliates, customers or suppliers.
2. Without limiting the foregoing, you (and each User in your organization) must not:
   
   1. Attempt to gain access to, alter or disrupt any account, software, hardware (including, without limitation, the Service) or network relating to the Service without authorization;
   2. Use the Service to document, reproduce, share or store pornographic or adult material, other than for the purpose of litigation, family law mediation or other formal mediation process, or the provision of legal advice;
   3. Use the Service to document, reproduce, share or store defamatory material, other than for the purpose of litigation, family law mediation or other formal mediation process or the provision of legal advice;
   4. Use the Service to document, reproduce, share or store illegal material, other than for the purpose of a litigation, family law mediation or other formal mediation process or the provision of legal advice;
   5. Use automatic scripts or programs (including web crawlers) to access or attempt to gain access to the Service;
   6. Attempt to access the Service other than through our designated website or as otherwise permitted by us;
   7. Remove or alter any copyright, trademark, logo or other proprietary notice or label appearing on or in the Service;
   8. Reverse engineer, decompile or disassemble the Service, or otherwise attempt to derive the source code or trade secrets of the Service except as, and then only to the extent, expressly permitted by applicable Law;
   9. Conduct penetration or other security testing on the Service, without our prior written permission;
   10. Create any derivative works or adaptations of the Service;
   11. Rent, lease, lend-for-profit or provide commercial hosting of the Service, or otherwise provide or make available the Service to any other person for their use;
   12. Resell the Service to any person;
   13. Create a white label system using the Service;
   14. Frame any website provided via the Service; or
   15. Use the Service other than as expressly permitted by this Agreement, or in any manner that we reasonably determine to be inappropriate or excessive.
3. If you do not have an Internet connection, you will not be able to access the Service. If you have a slow Internet connection, you may experience less than optimal performance of the Service.
4. Due to regulatory or technical restrictions, you may not be able to access the Service from every location in the world. We are not responsible for your inability to access the Service from a remote location or from outside of the United States.

2.7 Purpose

1. You have (and each User in your organization has) no right to use the Service for any purpose other than as specified in this Agreement.
2. The rights granted in this Agreement are your only rights in relation to the Service.

2.8 Updates

1. We may change, modify or remove some or all of the features of the Service at any time and at our sole discretion. If we remove a significant feature of the Service or make a change to a feature so that functionality is reduced in a material way, you may terminate this Agreement on 10 Business Days written notice to us that cites this clause. There will be no financial penalty to you if you terminate under this clause and you can request a partial refund of the relevant Fees that you have been paid and we will act reasonably and fairly in considering your refund request.
2. We may make available enhancements or updates to the Service but are under no obligation to do so.
3. Where we choose to make available to you any patches, updates, add-ons or hot fixes to the Service, this Agreement also applies to these changes unless they are accompanied by separate terms agreed to by you.

2.9 Planned Maintenance

1. We periodically conduct planned maintenance in respect of the Service. During a planned maintenance period, the Service may be unavailable, or some features may not work as expected. We will endeavor to give you at least one weeks’ notice of any scheduled maintenance.
2. We schedule planned maintenance outside Business Hours if reasonably practicable.
3. Typically, there are no more than 3 planned maintenance periods during a year, which take place on weekends and are for approximately 24 hours.
4. We have the right to interrupt the Service from time to time, as and when we deem appropriate, to perform planned maintenance relating to the Service and to perform emergency maintenance.

2.10 Control of content

1. Using the Service, Content may be shared by you with other Users of the Service. Content may be shared by other Users of the Service with you.
2. We do not review Content. However, if you request us to do so (for example, as part of a service request), we may review the Content in your matters.
3. The Service includes functionality to allow you to:
   
   1. determine with whom to share your Content and the access rights relating thereto;
   2. delete a matter;
   3. delete your Content; and
   4. download your Content.
4. There is no additional charge to you to use the functionality set out in clause 2.10(c).
5. If you do not use the functionality set out in clause 2.10(c) and you require us to delete or download your Content, we will do so at your request but may charge you reasonable fees for us to do this work.
6. You acknowledge that a deletion request using the Service can delete a matter from your account immediately. The deleted matter is placed in the “trashed items” folder for a specified default period, and then permanently deleted. The default period can be changed by you or by your law firm or organization. Until this period expires, a matter in the “trashed items” folder can be (i) immediately permanently deleted manually by you using the functionality in the Service or (ii) re-instated by you or your firm/organization into your account. Upon expiry of the period, the deleted matter and all documents in the matter are automatically permanently deleted. This functionality is primarily to protect against accidental deletion. You can immediately permanently delete any matter from the “trashed items” folder, in which case the matter and all documents in the matter are permanently deleted. A permanently deleted matter will not be retrievable.
7. You acknowledge that the Service is not designed for document storage but for document review and disclosure for a particular case and for the duration of that case. We recommend that all documents uploaded to the Service also remain in or be downloaded to your document management system.
8. As set out in clause 4, the annual Fee for each matter remains payable while the matter remains on the Service, whether or not the matter is active or live. To stop the annual Fee for a matter renewing, you must delete the matter from the Service before the renewal date as set out in clause 4.
9. We are not legally required to back-up any content stored in the Service, including Content, but we may do so.
10. The Service does not replace the need for you to maintain regular data backups or redundant data archives.  WE HAVE NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF CONTENT OR DATA.

2.11 User content

1. We do not own any Content that is uploaded to the Service by you or by Users.
2. We are not responsible or liable for any Content that is uploaded to the Service, whether by you, your Users or by other Users.
3. Specifically, we do not warrant or represent that any Content:
   
   1. Is true and correct, and not misleading or deceptive;
   2. Does not infringe any third party’s intellectual property rights or other proprietary rights;
   3. Does not breach any Law; or
   4. Is not offensive, defamatory or otherwise inappropriate.
4. If you believe any Content located in the Service infringes your or a client’s rights or is otherwise unlawful, please immediately contact us.

2.12 DCMA

1. If the Digital Millennium Copyright Act (DMCA) applies, then you or a third party may have unauthorised copies of Content removed from the Service by submitting a copyright notification (takedown notice) to us.
2. Please do this by submitting your takedown notice by emailing us at support@disclosureready.com.
3. You or a third party may also submit a takedown notice to our Agent to Receive Notifications of Claimed Infringement at copyrightinfringements@legalready.ai.
4. Please make sure that your takedown notice complies with the DMCA.  See guidance at https://www.copyright.gov/dmca-directory/
5. You may provide us with a takedown notice to have third party content reviewed and, where appropriate, removed.
6. A takedown notice must:
   
   1. Identify the content that is the subject of the notice in detail so that we can identify the content;
   2. Where possible, provide a screenshot of the content;
   3. Identify where the content is located;
   4. Provide the name, country of residence, email and telephone number of the person submitting the takedown notice;
   5. Identify the grounds for removal.  Grounds may include, for example: (i) that the content is unlawful; (ii) infringement of copyright; (iii) infringement of trademark; (iv) infringement of another right; (v) trade secret misappropriation; or (vii) any other applicable legal ground.
   6. Provide details and proof.  For example, if relying on a registered trademark, please provide the registration number and country of registration.
7. Once we receive a complete takedown notice, we will commence our investigation.
8. If you are the person submitting the takedown notice, then:
   1. You must ensure that any takedown notice that you submit to us is true, not misleading, current and complete.
   2. We may ask you for more information or proof.
   3. We may ask the Content provider to provide a written response to your takedown notice.  You authorise us to disclose your takedown notice (including your identity and contact details) to third parties including the relevant Content provider.  We have no obligation under this Agreement to provide you with the identity or contact details of the Content provider.  We may set timeframes for you to respond to us.
9. If you are the person whose Content is the subject of the takedown notice, you may be required to provide your response to a takedown notice.  You authorise us to disclose your responses (including your identity and contact details) to third parties including the person who submitted the takedown notice.  We have no obligation under this Policy to provide you with the identity or contact details of that person.  We may set timeframes for you to respond to us.
10. We will endeavour to reach our determination within 30 business days of receiving a complete takedown notice.  We will act reasonably when implementing this Policy.  We ask that you act reasonably too.
11. We do not tolerate submission of false or misleading takedown notices, computer generated takedown notices, or bulk/spam takedown notices.
12. Possible outcomes of a takedown process include:
    1. Permanent or temporary removal of some or all of the Content;
    2. Terminating a person’s Account with us;
    3. Removal of Content in specific jurisdictions;
    4. Alteration of Content;
    5. Carrying out further investigations; and
    6. Referring the matter to law enforcement or lawyers.
13. We do not have to provide you or anyone else with our reasons for our decision, but we may do so.
14. We may remove Content for other reasons, for example, for reasons not set out in the takedown notice.

2.13 Law Firms and Corporations

1. If you are a corporation or law firm (or have entered into this Agreement on behalf of a corporation or law firm), such corporation or law firm is responsible for ensuring that all of its partners, employees and agents comply with the terms of this Agreement.

3. INTELLECTUAL PROPERTY

1. The Service is our intellectual property.
2. Copyright and other intellectual property laws protect the Service.
3. We do not own the Content that you or any Users upload to the Service and all such intellectual property rights remain vested in you or the owner of such intellectual property rights.
4. We will not knowingly or intentionally infringe any Intellectual Property Rights when providing the Service.
5. You warrant that you own or have the right to upload the Content that you (and your Users) upload to the Service.
6. You are responsible for ensuring that you and each of your Users do not, in using the Service, infringe or violate any other person’s Intellectual Property Rights, misappropriate confidential information, or breach any Laws including Privacy Laws.
7. You grant us a limited, non-exclusive, perpetual, revocable, royalty-free and non-transferable license to use the Intellectual Property Rights in any Content you (or your Users) upload or provide to us to the extent necessary for us to perform operate the Service or to otherwise exercise our rights or to comply with our obligations under this Agreement or any other agreement we have with you. We may sub-license this license to third party service providers who assist us in providing the Service, and to other Users who access and use the Service.
8. You hereby represent to us that you are using the Service for the purposes of a judicial or other legal proceeding, for the purpose of family law mediation or other formal mediation process, or for the purpose of the giving or receiving of professional advice by a legal practitioner.
9. From time to time, you may send us suggestions, materials, information, ideas or concepts relating to the Service (“Ideas”). You hereby grant us a royalty-free, perpetual, irrevocable, non-exclusive right (including any moral rights) to use such Ideas as we see fit, without payment of a fee. Without limiting the foregoing, no Idea will be subject to any confidentiality obligation.
10. You have no right to use our trademarks or brands unless explicitly provided for in a separate trademark license agreement.
11. We may inform people that you are a user of the Service. We may include you or your firm/organization in an online directory of firms and organizations that use the Service. You can revoke our right to do so by giving us 7 Business Days’ notice referring to this clause.

4. FEES

1. This is an agreement for the Preview Version, and no Fees are payable for the Preview Version.
2. When the Service is released commercially, details about Fees will be made available on our website at www.disclosureready.com and are incorporated into this Agreement.
3. A User who is (i) a client of a law firm or (ii) an expert or advisor engaged by a law firm, is not required by pay a Fee to use the Service to access or upload documents to a matter shared by the law firm. Such User will need to create an account to access the matter, but no Fee will be payable by such User for use of the Service in respect of that matter.
4. We may offer discounts or promotional offers for a limited period, including waiver of the annual renewal fee for a matter, as set out on our website.

5. CONFIDENTIALITY

1. We are not in a fiduciary relationship with you.
2. Each party agrees to keep strictly confidential, and not to disclose, the Confidential Information of the other party.
3. Each party agrees to use the Confidential Information of the other party solely to carry out its obligations or receive the benefits of this Agreement.
4. Notwithstanding the foregoing, a party may disclose Confidential Information of the other party:
   
   1. to its legal advisors, accountants, auditors on a confidential need-to-know basis;
   2. to its partners and employees and its affiliates on a confidential need-to-know basis;
   3. in enforcing this Agreement or in a proceeding arising out of or in connection with this Agreement; or
   4. to the extent required by Law or pursuant to a binding order of a government agency or court.

6. PRIVACY AND SECURITY

1. We hold any personal information that you provide to us in accordance with our privacy policy, the current version of which is located on our website at www.legalready.ai/privacy-policy
2. You acknowledge and agree to be bound by the terms of our privacy policy.
3. We may amend our privacy policy from time to time. We will notify you of any material amendments to our privacy policy by email, or by posting on our website, or as a notice to Users when using the Service.
4. You control the Content uploaded to the Service. We do not collect or use Personal Information that is contained in Content that you upload to the Service.
5. We collect and use Personal Information from and about you and other Users. This allows us, for example, to open and administer user accounts, calculate bills and to provide and improve the Service.
6. You must not do anything that puts us in breach of any Privacy Law or our published privacy policy.
7. You must comply with all our reasonable directions regarding privacy.
8. You must obtain all necessary consents relevant to the Service, including those required by the Privacy Laws in relation to the collection, use, disclosure and storage of Personal Information of any individual whose Personal Information may be provided to us, directly or indirectly, as contemplated by this Agreement.

7. FORCE MAJEURE

1. Subject to the requirement to give notice under this clause, if the performance by any party (Affected Party) of all or any of its obligations under this Agreement is prevented or delayed (in whole or in part) due to any Force Majeure Event, this Agreement will continue and remain in effect but the Affected Party will not be in breach of this Agreement for that reason only, and the Affected Party will be granted a reasonable extension of time to complete performance of its affected obligations.
2. The Affected Party must promptly after becoming aware of a Force Majeure Event, give written notice to the other party of the nature of the Force Majeure Event and the way and the extent to which its obligations are prevented or delayed and notify the other party of any material change in these matters and use its reasonable endeavors to limit the effects of the Force Majeure Event, and promptly carry out its obligations as soon as, and to the extent that, it is able to do so.

8. SUSPENSION

1. If we suspect that you (or one of your Users) has breached any term of this Agreement, we have the right (without limitation) to:
   
   1. Remove some or all of your Content from the Service;
   2. Suspend your ability to upload or share Content via the Service;
   3. Suspend your access to the Service; and
   4. Terminate your access to the Service.
2. We reserve the right to take any such action without prior notice. However, where practical, we will contact you prior to any such suspension or termination to try to resolve the issue without the need for such suspension or termination. Any of your Content removed from the Service will be returned to you unless otherwise agreed or prohibited by Law.
3. If, pursuant to this clause, your access to the Service is suspended or terminated or if your Content is removed from the Service, you will not be entitled to damages, or any refund or reimbursement of Subscription Fees or other amounts previously paid by or charged to you.

9. TERMINATION

1. Either party may terminate this Agreement with immediate effect by giving written notice to the other party at any time if:
   
   1. the other party experiences an Insolvency Event; or
   2. the other party breaches any material provision of this Agreement which is incapable of being remedied, or where the breach is capable of being remedied, fails to remedy the breach within 12 Business Days after receiving written notice from the terminating party requiring it to do so.
2. You may terminate this Agreement on 90 days’ written notice for any reason and without cause. However, you must pay any outstanding invoices or amounts due, and you will not be entitled to any refund or reimbursement Fees or other amounts previously paid by or charged to you in such circumstances.
3. We may terminate this Agreement immediately by written notice to you in the event of:
   
   1. a change in Law that materially or permanently prevents us from providing the Service; or
   2. you willfully attempt to damage the Service.
4. Upon termination of this Agreement, you right to access the Service ceases.
5. Upon termination of this Agreement by you pursuant to clause 9(a) or by us pursuant to clause 9(c)(i), you may request a refund of part of the Fees paid by you and we will act fairly and reasonably when considering your refund request.
6. You acknowledge that we may delete your Content from the Service upon termination of this Agreement unless a Law requires us to keep it. See also clause 4.2.

10. WARRANTIES, INDEMNITY AND LIMITATIONS

10.1 Warranties

1. Each party warrants that it:
   
   1. is duly organized, validly existing and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization;
   2. has the authority to enter into and perform its obligations under this Agreement and that this Agreement is a legal, valid and binding Agreement; and
   3. will always comply with applicable Laws.
2. You warrant and represent that:
   
   1. If you are using the Service (including uploading Content) on behalf of another person (such as a client or another law firm), you have and continue to hold the necessary permission to act on behalf of that person;
   2. You will use the Service in accordance with this Agreement;
   3. You will not use the Service or any information or Content that you obtain during use of the Service for any improper or unlawful purpose; and
   4. You will not infringe any person’s Intellectual Property Rights while using the Service.

10.2 Indemnity

1. You hereby defend, hold harmless and indemnify us and our affiliates and Personnel (the Indemnified Parties) from and against any Loss suffered or incurred by the Indemnified Parties arising out of or in connection with any material breach by you or any of your Users of any provision of this Agreement including any warranty in this Agreement, or that the Indemnified Parties may suffer or incur arising out of or relating to your or one of your User’s misuse of the Service, or in respect of any claim made or legal or regulatory action brought against the Indemnified Parties arising out of or relating to your or one of your User’s conduct that is a misuse of the Service or breach of this Agreement.

10.3 Limitations

1. Without limiting any other term of this Agreement, we are not responsible for:
   
   1. Third party Internet, hardware, operating system, software, network or other computer-related failures, malfunctions or errors;
   2. Any disruptions, damages, losses, failures or errors that are caused by events or occurrences that are beyond our control; or
   3. Losses or errors caused by your or a User’s incorrect use of the Service.
2. Subject to Law and to the express provisions of this Agreement, we provide the Service strictly on an “as-is” and “as available” basis, and to the maximum extent permitted by law, we exclude all warranties, terms, conditions or undertakings whether express or implied, statutory or otherwise, that the Service will be:
   
   1. Available at any particular time;
   2. Secure or error-free;
   3. Fit for any particular purpose; or
   4. Will meet any standard or specification.
3. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE IN CLAUSE 11.1, ALL SERVICES ARE PROVIDED “AS IS” AND WE HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY OF ANY KIND THAT THE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE.
4. Without limiting any other provision in this Agreement, we are not responsible or liable for any loss of data or loss of Content resulting from your or any User’s use of the Service.
5. To the fullest extent permitted by applicable law, our total cumulative liability to you in connection with this Agreement, whether in contract or tort (including negligence) or otherwise, will not exceed $500 per active matter in your account at the time you make the claim against us.
6. We have no liability to any of your clients (unless the client has a separate agreement with us) and you fully indemnify us if your client brings a claim against us arising out of or relating to the Service provided to you under this Agreement.
7. Notwithstanding any other clause of this Agreement, to the extent permitted by law, we exclude all liability, including in tort (including negligence), contract and otherwise, for any loss of or damage to data or Content, loss of profits, loss of revenue, loss of privacy, damage to reputation and goodwill, and loss of business, and any consequential, indirect, punitive, enhanced or special loss or damage, regardless of whether we were advised of the possibility of such loss or damage or such loss or damage were otherwise foreseeable, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
8. Our liability under this Agreement will be reduced proportionally to the extent to which any loss was caused or contributed to by any negligence or other wrongful act or omission of you or your Users.

11. ASSIGNMENT

1. Either party may assign this Agreement on written notice to the other party in conjunction with the sale of all or substantially all of either party’s business or assets or in conjunction with a restructure or reorganization of either party. All other assignments or novations of this Agreement must be with the consent of the other party.
2. You are not an agent or employee of us. We are not an agent or employee of you.
3. Nothing contained or implied in this Agreement means that you or a User is a partner, agent or legal representative of us for any purpose, or creates any partnership, agency or trust. You have no authority to bind us in any way. Any relationship we have with you is as a service provider.

12. SURVIVAL

1. Without limiting any other provision of this agreement, clauses 2.6(b), 2.10(e) to (i), 2.11, 3(g), 3(i), 4.3(c), 4.4, 5, 8(c), 9(b), 9(e), 9(f), 10.2, 10.3, 14, 15 and 18, and any other clauses which should by their nature survive termination of this Agreement, survive termination or expiry of this Agreement for any reason.

13. NO UPTIME GUARANTEE

1. We do not guarantee 24 hours uptime of the Service.

14. NOTICES

1. Any notice, demand, consent or other communication (a Notice) given or made under this Agreement:
   
   1. must be in writing and signed by the sender or a person duly authorized by the sender;
   2. must be addressed and delivered to the intended recipient by prepaid post or by hand or email to the address or email address of the representative of the party as specified by you when you opened your account or for us as set out at the end of this Agreement, or as last notified by the intended recipient to the sender; and
   3. will be conclusively taken to be duly given or made when delivered, received or left at the above email address, or address.
2. If delivery or receipt occurs on a day that is not a Business Day or is later than 4pm (local time) at that place, it will be conclusively taken to have been duly given or made at the commencement of business on the next Business Day.
3. Notices must not be given by fax.

15. DISPUTE RESOLUTION

1. If a dispute arises out of or in relation to this Agreement, either party may notify the other in writing in which case a nominated representative of each affected party must promptly attempt in good faith to resolve the dispute. If the parties are unable to resolve the dispute within seven Business Days of the written notification referred to in this clause, each party must promptly refer the dispute for resolution to one of the Managing Director, Managing Partner, Chief Executive or Chief Operating Officer (Senior Executive) of that party.
2. If the parties are unable to resolve the dispute within 20 Business Days following referral to the Senior Executive of the relevant parties, then any dispute, controversy or claim arising under, out of or relating to this Agreement and any subsequent amendments of this Agreement, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be referred to and finally determined by arbitration in accordance with the WIPO Expedited Arbitration Rules. The place of arbitration shall be Honolulu, Hawaii. The language to be used in the arbitral proceedings shall be English. The dispute, controversy or claim shall be decided in accordance with the law of California, USA.
3. Nothing in this clause prevents a party from seeking urgent injunctive relief before an appropriate court.

16. OTHER AGREEMENTS AND AMENDMENTS

1. We may also have other agreements with you which apply in addition to this Agreement.
2. To the extent that there is any inconsistency between this Agreement and another agreement between you and us, this Agreement will prevail in relation to the Service unless the other agreement expressly states otherwise.
3. We may amend this Agreement such that the amendment takes effect at least 20 Business Days after we notify you of such amendment.
4. We will notify you of any such amendment by e-mail or online posting or when you next use the Service.
5. We will notify you or publish such amendment on our website at least 20 Business Days before the amendment is to come into force.
6. If you do not agree with an amendment, you may reject the amendment by cancelling your subscription, in which you will be entitled to a pro-rata refund of any prepaid Fees.

17. SUBPOENAS AND DISCOVERY

1. You agree not to subpoena us or require us to provide discovery or seek a court order against us to provide information or documents relating to any Content, any use of the Service or any log files or similar relating to the Service.
2. If we are required to give evidence, provide discovery or respond to a subpoena or court order regarding your Content, your use of the Service, or regarding the Service in a dispute involving you or your client, we may charge you a fees at $500 per hour for doing so, and you must pay such fees within 10 Business Days of receipt of an invoice from us for such fees.

18. GENERAL

1. Each party agrees to do all things and execute all deeds, instruments, transfers or other documents as may be necessary or desirable to give full effect to the provisions of this Agreement.
2. This Agreement contains the entire agreement between the parties with respect to its subject matter.
3. No failure to exercise or delay in exercising any right, power or remedy under this Agreement operates as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.
4. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of this Agreement nor affect the validity or enforceability of that provision in any other jurisdiction.
5. You have the right to negotiate this Agreement with us, and some people do so. Each party must bear its own costs arising out of the negotiation, preparation and execution of this Agreement.
6. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
7. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
8. This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California.  Any legal suit, action or proceeding arising out of this Agreement or the licenses granted hereunder shall be instituted in the federal courts of the United States or the courts of the State of California in each case located in the city of San Francisco and County of San Francisco, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.  Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.
9. If any action, suit, or other legal or administrative proceeding is instituted or commenced by either party hereto against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.
10. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

19. DEFINITIONS AND INTERPRETATION

19.1 DEFINITIONS

The following definitions apply unless the context requires otherwise.

Business Days are Monday to Friday, not including public holidays in San Francisco, United States.

Business Hours are 8am to 6pm on Business Days.

Commencement Date is the date that you subscribe online, or if your use is the subject of a signed written agreement, the date set out in that signed written agreement as the Commencement Date.

Confidential Information means all non-public business or technical information, in any form whether tangible or not, disclosed or communicated by a party to the other, or learnt or accessed by, or to which the other party is exposed as a result of entering into this Agreement.

Confidential Information does not include information which party can demonstrate by written records was:

1. already known to that party;
2. received by that party from a third party not under a duty of confidence; or
3. independently developed by that party by people who did not have access to the Confidential Information of the other party.

Content means content of matters and any documents, information, annotations and the like that has be uploaded or input to the Service.

Fees means the fees and charges you must pay for use of the Service.

Force Majeure Event affecting a party means a circumstance beyond the reasonable control of that party causing that party to be unable to observe or perform on time an obligation under this Agreement, including acts of God, pandemics, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage, revolution and acts of war and war, general strikes (other than of its own staff), embargo, or power, water and other utility shortage.

An Insolvency Event occurs in respect of a person where the person:

1. becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due;
2. files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law;
3. makes or seeks to make a general assignment for the benefit of its creditors;
4. applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business;
5. ceases, suspends or threatens to cease or suspend the conduct of all or a substantial part of its business or disposes of or threatens to dispose of a substantial part of its assets;
6. is (including under legislation) deemed or presumed to be insolvent;
7. enters into liquidation whether compulsorily or voluntarily; or
8. any analogous or comparable event takes place in any jurisdiction

Intellectual Property Rights means all industrial and intellectual property rights of any kind including but not limited to copyrights (including rights in computer software), trademarks, service marks, designs, patents, trade secrets, semi-conductor or circuit layout rights, trade, business, domain or company names, rights in Confidential Information, know-how and other proprietary rights (whether or not any of these are registered and including any application, or right to apply, for registration) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these, which may subsist anywhere in the world, but excludes moral rights, and similar personal rights, which by law are non-assignable.

Law means all applicable laws including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by laws, rules, regulatory principles, requirements and determinations, mandatory codes of conduct and standards, writs, orders, injunctions and judgments.

Loss means any claim, loss, damage, liability, cost, charge or expense (including legal expenses on a full indemnity basis), however arising, and whether present or future, fixed or unascertained, actual or contingent.

Personal Information has the meaning given to that term in the California Consumer Privacy Act.

Personnel means, in respect of a person, any officer, employee, contractor, servant, agent, or other person under the person’s direct or indirect control and includes any subcontractors.

Privacy Laws means all legislation, principles, industry codes and policies, as amended or replaced from time to time, which relate to the collection, use, disclosure, storage or granting of access rights to Personal Information.

User means a user of the Service including a user authorized by you to use the Service.

19.2 INTERPRETATION

Headings are for convenience only and do not affect interpretation. The following rules apply unless the context requires otherwise.

1. the singular includes the plural and conversely;
2. where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
3. a reference to a person includes any body corporate, unincorporated body or other entity and conversely;
4. a reference to any party to this Agreement or any other agreement or document includes the party’s successors and permitted assigns;
5. a reference to any agreement or document (including a reference to this Agreement) is to that agreement or document as amended, notated, supplemented, varied or replaced from time to time, where applicable, in accordance with this Agreement or that other agreement or document;
6. a reference to any legislation or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under it;
7. a reference to conduct includes any omissions, statement or undertaking, whether or not in writing;
8. a reference to includes, means includes without limitation; and
9. all references to $ are to United State dollars, unless otherwise specified.

Our Contact Details and Address For Service

Legal Ready Pty Ltd may be contacted at:

Australia
Level 11, 456 Lonsdale Street
Melbourne, 3000

Telephone: +61 3 9020 4456
Website: www.legalready.ai

Email: support@legalready.ai
www.legalready.ai/contact/