DocJuris Software & Website General Terms and Conditions

THIS DOCUMENT CONTAINS INDEMNIFICATION, RELEASE, LIMITATION OF LIABILITY, BINDING ARBITRATION (FOR FREE SERVICES AND PAID PLANS), JURY TRIAL WAIVER AND CLASS ACTION WAIVER PROVISIONS.

YOU AGREE THAT BY (I) EXECUTING AN ORDERING DOCUMENT THAT INCORPORATES THESE GENERAL TERMS AND CONDITIONS, (II) PURCHASING A PAID PLAN THROUGH A SELF-SERVE CHECKOUT, OR (III) CREATING AN ACCOUNT FOR, ACCESSING OR USING ANY DOCJURIS SERVICES, INCLUDING ANY FREE APP, TRIAL, PILOT OR PARTNERSHIP OFFERING, YOU AGREE TO FOLLOW AND BE BOUND BY THESE GENERAL TERMS AND, WHERE APPLICABLE, THE ORDER. IF YOU DO SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY, AND “CLIENT” AS USED IN THESE GENERAL TERMS REFERS TO THAT ENTITY. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.

These General Terms and Conditions (the “Agreement”) are between DocJuris, Inc. (“DocJuris”) and the individual or entity that has executed an Order, purchased a Paid Plan, or otherwise accessed or used the Services (the “Client”). The schedules, addenda and annexes referenced in this Agreement are incorporated into it by reference. DocJuris and Client may each be referred to as a “Party” and together as the “Parties”.

How this Agreement applies to your plan

DocJuris offers the Services in three ways. This summary is provided for convenience only; the Sections it refers to control.

• Free Services. Free Apps, free tiers, trials and pilots are a courtesy, not a sale. They come with no commitment of availability, support or continuation, and may change or end at any time (Section 2.04(b)). Content submitted through Free Services may be used by DocJuris to train, evaluate and improve its platform and AI, and may be licensed or sold to third parties, but only in a form that does not identify the user (Section 4.04). A lower liability cap applies and no IP indemnity is provided (Sections 5.01(b) and 5.02). Disputes are resolved by individual arbitration (Section 6.14).
• Paid Plans. Self-serve subscriptions purchased at checkout are billed in advance and renew automatically until cancelled (Section 2.04(c)). Client Data is held confidential and is not used to train AI models (Sections 4.01(e) and 4.02(f)). Disputes are resolved by individual arbitration (Section 6.14).
• Enterprise Orders. Enterprise subscriptions are governed by a separate services agreement that Client and DocJuris sign, not by these online terms. If Client uses Paid Services without a signed services agreement in effect, the terms in this Agreement for Paid Plans apply.

Where a provision applies only to a particular plan, it says so. Section 4.06 explains how DocJuris collects, uses and shares personal data in connection with the Services.

Article I. Definitions

Section 1.01 Definitions

Capitalized terms used in this Agreement and all schedules, addenda and annexes have the meanings given below:

(a) “Agreement” has the meaning given in the preamble and includes each Order.

(b) “Affiliates” means, in respect of any Party or other entity, any corporation, company, partnership, limited liability company or other legal entity which directly or indirectly, including through one or more intermediaries, controls, is controlled by, or is under common control with, such Party or entity, whether such affiliated entity is presently existing or hereafter formed. For the purpose of this definition, “control” means the direct or indirect ownership of at least 50% of (i) the issued and outstanding equity shares or interests of whatever name entitled to vote at a general election of the directors, managers or other controlling persons of an entity, or (ii) the voting interest in an entity if such entity does not have either equity shares or interests or directors, managers or other controlling persons, or otherwise the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether by contract or otherwise. Each affiliated entity of a Party hereafter formed which satisfies this definition shall be deemed included in the term “Affiliate” as used in this Agreement, for all purposes and from the time of formation, without further act or deed of any kind.

(c) “Apps” means DocJuris’ self-serve software applications, tools, add-ins, extensions and features made available through DocJuris’ website, third-party marketplaces or within Third-Party Applications, whether as Free Services or under a Paid Plan.

(d) “Authorized User” has the meaning given in Section 3.02(a).

(e) “Claim” has the meaning given in Section 5.02(a).

(f) “Client” has the meaning given in the preamble and does not include Client’s Affiliates unless expressly stated in an Enterprise Order.

(g) “Client Data” has the meaning given in Section 4.02(f).

(h) “Client Group” has the meaning given in Section 5.01(a).

(i) “Client Systems” has the meaning given in Section 4.03(a).

(j) “Confidential Information” has the meaning given in Section 4.01(a).

(k) “Derived Data” has the meaning given in Section 4.04(c).

(l) “Disclosing Party” has the meaning given in Section 4.01(a).

(m) “DocJuris” means DocJuris, Inc.

(n) “DocJuris Technology” has the meaning given in Section 3.01(a).

(o) “Effective Date” means the earlier of (i) the date Client first accesses or uses the Services and (ii) the date Client executes an Order or purchases a Paid Plan.

(p) “Enhancement Work” has the meaning given in Section 4.02(d).

(q) “Enterprise Order” means a purchase order, order form or similar document, other than a self-serve checkout, that is executed by Client and DocJuris and incorporates this Agreement by reference.

(r) “Fee” means the fees stated in an Order.

(s) “Feedback” has the meaning given in Section 4.05.

(t) “Free Data” has the meaning given in Section 4.04(a).

(u) “Free Services” means any Services, including any App, feature, tier, trial, pilot or partnership offering, that DocJuris makes available to Client without charge, or that Client accesses other than under an active Paid Plan or Enterprise Order covering those Services. Trials and pilots are Free Services unless an Enterprise Order expressly states otherwise.

(v) “Indemnified Party” has the meaning given in Section 5.02(c)(i).

(w) “Indemnifying Party” has the meaning given in Section 5.02(c)(i).

(x) “Initial Term” means the initial subscription period stated in an Enterprise Order or, for a Paid Plan, the initial billing period selected at checkout.

(y) “IP” has the meaning given in Section 4.02(a).

(z) “Licensed Materials” has the meaning given in Section 3.01(a).

(aa) “Order” means an Enterprise Order or a Paid Plan.

(bb) “Output” has the meaning given in Section 4.02(f).

(cc) “Paid Plan” means a subscription to Services purchased through a self-serve checkout, on the plan, quantity, price and billing period shown and accepted at the point of purchase.

(dd) “Paid Services” means Services provided under an active Paid Plan or Enterprise Order.

(ee) “Party” and “Parties” have the meanings given in the preamble.

(ff) “Privacy Notice” means DocJuris’ website privacy and cookie policy available at https://www.docjuris.com/privacy-policy, as updated from time to time, which describes information collected through DocJuris’ websites and marketing activities. Personal data processed in connection with the Services is governed by this Agreement, including Section 4.06.

(gg) “Prohibited Data” has the meaning given in Section 4.03(c).

(hh) “Receiving Party” means Client and its Representatives.

(ii) “Renewal Term” has the meaning given in Section 2.03(a).

(jj) “Representatives” has the meaning given in Section 4.01(b).

(kk) “Services” means the products and services that DocJuris makes available to Client, including the Apps, the DocJuris Technology, the Licensed Materials and the services specified in any Order, whether provided as Free Services or Paid Services.

(ll) “Term” means the period commencing on the Effective Date, as the same may be adjusted by DocJuris, in its sole discretion, to reflect any trial credits or delay in provisioning Authorized Users and commencing the Services, and continuing until this Agreement is terminated in accordance with its terms.

(mm) “Third-Party Applications” has the meaning given in Section 3.01(e).

(nn) “Usage Data” has the meaning given in Section 4.02(h).

Article II. Agreement, Plans, Payment, Termination

Section 2.01 Precedence

In the event of a conflict between this Agreement and the terms of any Order, this Agreement shall control, unless the Order (i) makes specific reference to and identifies (by Section and/or subsection number) the provision(s) of this Agreement to be modified, (ii) explicitly states the intention of the Parties to effect the modification, and (iii) is executed on behalf of each Party by an authorized officer of that Party. Such modifications shall be effective for that Order only, and no agreement to modify this Agreement with respect to any Order shall have the effect of varying or amending this Agreement with respect to any other or subsequent Order. A Paid Plan accepted at checkout establishes only the plan, quantity, price and billing period and does not otherwise modify this Agreement. Terms contained in any Client purchase order, procurement portal, vendor registration or similar document are of no force or effect, even if acknowledged or accepted by DocJuris.

Section 2.02 Payment

This Section 2.02 applies to Enterprise Orders, except that Section 2.02(e) applies to all Paid Services. Section 2.04(c) governs payment for Paid Plans.

(a) Client will pay the Fees as set forth in the applicable Order in full, without setoff, upon commencement of the Initial Term and upon commencement of each Renewal Term. Client shall pay all Fees within 30 days from the invoice date. Client agrees to pay any sales, use, value-added or other similar taxes imposed by applicable law that DocJuris must pay based on the Services ordered, except for taxes based on DocJuris’ net income.

(b) Except for suspension, termination or denial of the Services under Section 2.03(b)(i) where Client is not at fault, or as expressly provided in Section 5.02(b), Fees are non-cancellable and non-refundable, notwithstanding the termination or non-renewal of this Agreement. Upon any increase to the number of Authorized Users, DocJuris will issue Client a new invoice reflecting the adjusted Fees. Client will make all payments in US dollars to the account specified in the applicable Order.

(c) DocJuris’ pricing and unit rates shall be fixed during any Initial Term or Renewal Term unless the Agreement is terminated early or as otherwise specified in an Order. DocJuris reserves the right, in its sole discretion, to make any changes to the Services that it deems necessary or useful to (i) maintain or enhance the quality or delivery of its services, the competitive strength of or market for its services, or the Services’ cost efficiency or performance, or (ii) comply with law. DocJuris will retain sole control over the operation, provision, maintenance and management of the Services.

(d) If Client wishes DocJuris to perform bespoke services of any nature, DocJuris will charge Client DocJuris’ then-prevailing hourly rates as stated in the relevant Order.

(e) Amounts not paid when due accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, from the due date until paid. If any amount is overdue by more than 10 days, DocJuris may, on notice to Client, suspend the Services or downgrade Client to Free Services until all overdue amounts are paid. Client will reimburse DocJuris for reasonable costs of collection, including attorneys’ fees.

Section 2.03 Term and Termination

(a) For Enterprise Orders, the Initial Term commences on the date set forth in the applicable Order and automatically renews for successive periods equal to the Initial Term (each, a “Renewal Term”) unless either Party gives notice of non-renewal under Section 2.03(c)(i) or Section 2.03(c)(iii), or this Agreement is otherwise terminated in accordance with its terms. Paid Plans renew as set out in Section 2.04(c). Free Services have no fixed term and continue until terminated under Section 2.04(b) or this Section 2.03.

(b) DocJuris may suspend, terminate or otherwise deny Client’s or any Authorized User’s access to or use of all or any part of the Services, without incurring any resulting obligation or liability, upon notice to Client (given in advance where reasonably practicable), if:

(i) DocJuris receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires DocJuris to do so;

(ii) DocJuris believes, in its reasonable discretion and based on evidence sufficient to support its belief, that (A) Client or any Authorized User has failed to comply with any term of this Agreement, or has accessed or used the Services in a manner that does not comply with the license in Section 3.01 or any material instruction or requirement notified to Client by DocJuris, or (B) Client or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activity relating to or in connection with any of the Services; or

(iii) Client’s use of the Services poses a security risk to the Services, DocJuris or any third party, or could subject DocJuris to liability.

For Paid Services, DocJuris will not terminate (as opposed to suspend) under Section 2.03(b)(ii)(A) for a failure that is capable of cure unless Client fails to cure it within fifteen (15) days after notice. Free Services may be suspended or terminated as provided in Section 2.04(b).

(c) Termination and non-renewal by the Parties:

(i) For an Enterprise Order, Client may elect not to renew by giving DocJuris written notice at least 90 days before the end of the then-current Initial Term or Renewal Term.

(ii) Client may terminate this Agreement if DocJuris breaches a material term of this Agreement and fails to cure the breach within 30 days after receipt of written notice specifying the breach, or as otherwise provided in an Order for trial or proof-of-concept periods.

(iii) For an Enterprise Order, DocJuris may elect not to renew by giving Client written notice at least 30 days before the end of the then-current Initial Term or Renewal Term.

(iv) Client may cancel a Paid Plan as provided in Section 2.04(c), and may stop using Free Services or close a free account at any time.

(d) In the event of termination of this Agreement, Client will pay all amounts due and owing for the Services through the date on which the termination becomes effective.

(e) Upon expiration or termination of this Agreement or of any Order, all licenses granted to Client under the affected Order terminate and Client and its Authorized Users will cease using the affected Services. For Paid Services, upon Client’s written request made within 30 days after termination, DocJuris will make Client Data available for export in a format DocJuris generally supports, after which DocJuris may delete Client Data in accordance with its retention practices. DocJuris has no export obligation for Free Data (Section 4.04(e)).

Section 2.04 Plans: Free Services, Paid Plans and Enterprise Orders

(a) Plans. The Services are offered as Free Services, under a Paid Plan, or under an Enterprise Order. Which terms apply is determined by how Client accesses a particular Service at the time of use, and a Client may use Free Services and Paid Services at the same time, in which case each is governed by the terms applicable to it. Apps accessed by an Authorized User through the account of a Client that has an active Enterprise Order are Paid Services unless the Enterprise Order excludes them; Apps accessed through a separate free account are Free Services, even if the account holder is an employee of a Client with an Enterprise Order.

(b) Free use. Apps are provided free of charge unless a Paid Plan is shown and accepted at the point of purchase. Free use is a courtesy and not a sale: it comes with no commitment of availability, capacity, support, security standard, features or continuation; it is subject to usage limits that DocJuris sets and may change at its discretion; and any Free Service may be modified, paused, withdrawn or moved into a Paid Plan at any time, with or without notice. DocJuris may condition continued use on acceptance of a Paid Plan or of updated terms, and may suspend or terminate Client’s access to Free Services at any time, for any reason or no reason, without liability. Client will not be charged for, or enrolled in, a Paid Plan unless Client affirmatively accepts one. Sections 3.02(h), 4.04, 5.01(b)(i), 5.02 and 5.03(c) contain additional terms that apply to Free Services.

(c) Paid Plans. If Client purchases a Paid Plan: (i) fees are stated in US dollars, are due in advance, and are non-refundable except as required by law or as expressly provided in this Agreement; (ii) the Paid Plan renews automatically for successive periods of the same length as the initial billing period until Client cancels before the renewal date through its account settings or by notice to DocJuris, with cancellation taking effect at the end of the then-current billing period and access continuing until then; (iii) Client authorizes DocJuris and its payment processor to charge Client’s payment method for all fees, including renewals, upgrades, added Authorized Users (prorated where shown at checkout) and applicable taxes, and Client will keep its payment information current; (iv) DocJuris may change prices by notice given at least 30 days before the next renewal, effective at that renewal; (v) Client is responsible for all taxes, duties and withholding other than taxes on DocJuris’ net income; and (vi) DocJuris may suspend the Services or downgrade Client to Free Services for non-payment and charge interest on late amounts as provided in Section 2.02(e). Downgrades requested by Client take effect at the end of the then-current billing period.

(d) Enterprise Orders. Enterprise subscriptions are governed by a separate services agreement signed by Client and DocJuris. If Client uses Paid Services without a signed services agreement in effect, the terms in this Agreement for Paid Plans apply to that use.

(e) Changing plans. When Client upgrades from Free Services to Paid Services, the terms applicable to Paid Services apply to Client Data submitted from the time the upgrade takes effect; Free Data submitted before then remains subject to Section 4.04. If a Paid Plan or Enterprise Order ends and Client continues to use the Services as Free Services, Client Data submitted after that time is Free Data, while Client Data submitted during the paid period remains subject to Sections 4.01(e) and 4.02(f).

(f) Beta features. Features identified as beta, preview, early access or experimental may be offered under any plan, are provided for evaluation, may be changed or discontinued at any time, and are excluded from any support or service-level commitment. Section 5.03(c) applies to them.

Article III. Subscribed Services, Grant of License

Section 3.01 License

(a) DocJuris, directly or through an Affiliate, agrees to provide to Client the Services, which may include information (the “Licensed Materials”), access to and use of software or other technology (the “DocJuris Technology”), and other services, including premium support where specified in an Order. DocJuris will make the Services available to Client via password-protected or single-sign-on access using credentials established in accordance with DocJuris’ account procedures. Subject to the terms and conditions of this Agreement, including payment of any applicable Fees, DocJuris grants to Client a limited, non-exclusive, non-transferable, non-sublicensable license, during the Term, to access and use the Services for Client’s internal business purposes in accordance with this Agreement. The license to Free Services is revocable at any time.

(b) The Services will be provided as they exist and are updated and amended throughout the Term. Information provided as part of any Licensed Materials may be updated on an ongoing basis and provided according to the criteria used to define the scope of the subscribed Services. Client understands and acknowledges that the contents of Licensed Materials will change over time as the data is updated, and that at any given time it has a right to access and use the data to which it is subscribed as it exists at that time.

(c) Certain portions of the Services may be provided by DocJuris’ third-party licensors, and DocJuris’ ability to provide such portions may be subject to the willingness of such licensors to continue to contract with DocJuris. Features and functions of the DocJuris Technology are provided “as is” and as they may be modified, supplemented or removed from time to time in DocJuris’ sole discretion. DocJuris shall have no liability to Client for any modification to any Service, provided that, for Paid Services, the Service substantially conforms to its description in the applicable Order.

(d) Client acknowledges and agrees that, as between Client and DocJuris, the IP is owned by DocJuris in accordance with Section 4.02. This Agreement does not transfer to Client any ownership, right, title or interest in or to the IP, or any part of it, except the limited license in Section 3.01(a), and Client expressly disclaims and waives any and all claims to any ownership interest in the IP. This includes, without limitation, any Licensed Materials that Client downloads, prints, saves or incorporates into other materials. No rights are granted to Client other than as expressly set forth in this Agreement.

(e) “Third-Party Applications” means computer software programs and other technology that are provided or made available to Client or Authorized Users by third parties, including those with which the DocJuris Technology may interoperate, such as Client’s word processing, document management, CRM or contract management software. DocJuris may make available certain integration tools, add-ins and Apps designed to allow Client to use the DocJuris Technology and Licensed Materials with one or more Third-Party Applications. Client’s use of Third-Party Applications is governed by Client’s agreements with their providers. DocJuris is not responsible for and does not endorse any Third-Party Application or any website linked to by the DocJuris Technology. The Services may also draw on third-party and governmental websites, feeds, data sources and services, including identity providers and artificial intelligence model providers. DocJuris does not control and is not responsible for their availability, accuracy or terms; the appearance of a source in the Services is not an endorsement of it, and the absence of a source is not a statement that it is irrelevant.

Section 3.02 Authorized Users

(a) For Paid Services, Client may designate persons as Authorized Users (each, an “Authorized User”) up to the number of Authorized Users subscribed as stated in the applicable Order. If Client designates additional persons as Authorized Users beyond the number subscribed, DocJuris may, by notice to Client, deem such designation to be Client’s subscription to that additional number of Authorized Users, and may charge Client a corresponding additional Fee equal to the per-Authorized User rate multiplied by the period from the date of notice until the end of the then-current Initial Term or Renewal Term.

(b) Each Authorized User will be provided a unique username and password or single-sign-on credential. Credentials may not be shared and may not under any circumstances be used by anyone who is not an Authorized User. If any Authorized User’s login credentials are disclosed to any person who is not an Authorized User but who would satisfy the qualification requirements of Section 3.02(d), DocJuris may, upon notice to Client, deem such sharing to be Client’s subscription to a number of additional Authorized Users equal to the number of persons to whom such credentials were disclosed. Client is responsible for all activity under its accounts and for the security of the email accounts, identity providers and devices used to access them, and will notify DocJuris promptly at privacy@docjuris.com if it believes any account or credential has been compromised.

(c) Client shall be responsible for compliance with this Agreement by all Authorized Users, including the restrictions on use and transfer of Licensed Materials set forth in this Agreement. Authorized Users must provide DocJuris with certain identifying information, including their name and a business email address, and represent that they are authorized to access the Services on Client’s behalf.

(d) Client shall not designate any person as an Authorized User unless such person is (1) a natural person and (2) an employee of Client. Client may designate a non-employee (such as an independent contractor) as an Authorized User only with DocJuris’ prior written permission and provided Client takes reasonable steps to ensure such non-employee uses the Services only as permitted under this Agreement. If the employment of any Authorized User terminates, such person’s authorization to access the Services is revoked automatically without any further action by DocJuris, and Client shall promptly notify DocJuris and take all reasonable steps to ensure that such person ceases accessing the Services. Client may reassign Authorized User designations at any time, subject to these qualification requirements. Authorized User licenses that are not provisioned for more than 90 days may be deemed expired.

(e) Client shall use the Services in a responsible and professional manner consistent with the intended and permissible uses set out in this Agreement and consistent with standard industry practice. Client shall not override or circumvent, or attempt to override or circumvent, any security feature, control or use limit of the DocJuris Technology. Client will not use the Licensed Materials or DocJuris Technology for commercial purposes not permitted under this Agreement, and shall not designate any person as an Authorized User if Client has reason to believe such person is likely to use the Services on behalf of a third party or otherwise in violation of this Agreement. DocJuris may use technological means to limit or prohibit use that would violate this Agreement.

(f) If DocJuris reasonably believes that Client or any Authorized User is engaged in any unauthorized access to or use of the Licensed Materials or DocJuris Technology in violation of this Agreement, DocJuris, in its sole discretion, may immediately suspend Client’s access to the Licensed Materials and/or DocJuris Technology until such violation is resolved to DocJuris’ reasonable satisfaction. DocJuris will have no liability to Client for any such suspension, and a suspension shall have no effect on the Term or on Client’s obligation to pay the Fees.

(g) During the Term and for a period of two (2) years after its expiration or termination, Client shall maintain complete and accurate records of Client’s use of the Licensed Materials and DocJuris Technology sufficient to verify compliance with this Agreement. Client shall permit DocJuris and its auditors, upon reasonable advance notice and during normal business hours, to examine such records and any systems used by Client in connection with the Licensed Materials. The scope of any audit will be limited to verification of Client’s compliance with this Agreement. Any audit shall be at DocJuris’ expense unless it uncovers material non-compliance with this Agreement, in which case Client shall reimburse DocJuris for its reasonable out-of-pocket expenses incurred in performing the audit.

(h) Free accounts. Free Services are made available only to individuals who are at least 18 years old and who use them for business or professional purposes, and not for personal, family or household purposes. Each free account is for one named individual and its credentials may not be shared. Client will provide accurate and current registration information, including a business email address where DocJuris requires one, and will not create multiple accounts or use automated means to register or to evade usage limits. DocJuris may verify any account holder’s identity or eligibility and may refuse, suspend or close any free account at its discretion.

Section 3.03 Acceptable Use

Client will not, and will not permit any Authorized User or other person to:

(a) access or use the Services, Output or Licensed Materials to build, train, benchmark or improve any product or service that competes with the Services, including any artificial intelligence or machine learning model, or for competitive analysis;

(b) scrape, crawl, harvest or systematically extract data, playbooks, clause libraries, prompts or Output from the Services, or access the Services by automated means except through interfaces DocJuris makes available for that purpose;

(c) attempt to extract, reconstruct, reverse engineer or disclose any system prompt, model instruction, model weight, playbook logic or other non-public element of the Services, including through prompt injection or similar techniques;

(d) exceed or circumvent any usage limit, rate limit or access control, including by creating or using multiple accounts;

(e) upload or process any content that Client does not have the right to provide, that is unlawful, defamatory or infringing, or that contains malicious code;

(f) use the Services on behalf of, or to provide services to, any third party, except as permitted in Section 4.02(b); or

(g) represent Output as legal advice from DocJuris, or represent that DocJuris endorses Client or any document, position or transaction.

DocJuris may monitor use of the Services for compliance with this Agreement, subject to Section 4.06.

Article IV. Confidentiality, Intellectual Property, Data Privacy

Section 4.01 Confidentiality

(a) Client acknowledges that it will have access to certain confidential information of DocJuris (the “Disclosing Party”) concerning the Disclosing Party’s business, plans, clients, technology, products, IP, the terms and conditions of this Agreement and any Order, and other information held in confidence (together, “Confidential Information”). Confidential Information includes all information in tangible or intangible form that a reasonable person should consider to be confidential, whether disclosed in writing or orally, before or after the Effective Date.

(b) Client agrees that neither it nor its employees, agents, representatives, contractors, subcontractors, Affiliates or attorneys (together, “Representatives”) will use the Confidential Information except as expressly permitted by this Agreement, or disclose the Confidential Information to any third party. The Receiving Party will take reasonable precautions to protect the confidentiality of the Disclosing Party’s Confidential Information, which precautions will be at least as stringent as those Client takes to protect its own confidential information. The Receiving Party will promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and use its best efforts to prevent further unauthorized use or disclosure.

(c) Confidential Information does not include information that: (i) is known to Client prior to receipt from the Disclosing Party, directly or indirectly, from a source other than one having an obligation of confidentiality to the Disclosing Party; (ii) becomes known (independently of disclosure by the Disclosing Party) to Client, directly or indirectly, from a source other than one having an obligation of confidentiality to the Disclosing Party; (iii) becomes publicly known, except through a breach of this Agreement by the Receiving Party; or (iv) is independently developed by Client without use of the Confidential Information.

(d) If Client is requested or required by law to disclose Confidential Information, Client will notify the Disclosing Party of such request, where permissible, and will seek to preserve the confidentiality of the Confidential Information by cooperating with the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information by the applicable tribunal.

(e) For Paid Services, DocJuris will hold all Client Data, including Client documents and playbooks, in confidence, using precautions at least as stringent as those it uses to protect its own confidential information, and will not disclose Client Data to any third party other than its Affiliates, subprocessors and service providers that need access to provide the Services and are bound by confidentiality obligations, for the duration of this Agreement and a period of 5 years thereafter, unless requested or required to do so by law or a governmental authority, in which case it will notify Client of such request, where permissible, and will seek to preserve the confidentiality of the Client Data by cooperating with Client to obtain an appropriate protective order or other assurance from the applicable authority. This Section 4.01(e) does not apply to Free Data, which is governed by Section 4.04.

(f) The Receiving Party will hold any trade secrets provided to it confidential in accordance with this Section 4.01 for so long as such information remains a trade secret under applicable law, notwithstanding the termination of this Agreement for any reason.

Section 4.02 Intellectual Property

(a) All right, title and interest in and to any and all (i) pending, registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world, in or to the Services, the DocJuris Technology and the Licensed Materials; (ii) manuals, instructions or other documents or materials related to the Services (except for standard or publicly available contract playbooks, terms and clauses) that DocJuris provides or makes available to Client in any form or medium and which describe the functionality, components, features or requirements of the Services, including any aspect of their installation, configuration, integration, operation, use, support or maintenance; (iii) any related documentation (including its content, layout, functions, design and appearance); (iv) Usage Data and other data, feedback and information related to Client’s use of the Services that is used by DocJuris in an aggregated and de-identified manner, including to compile statistical and performance information related to the provision and operation of the Services; (v) Derived Data; (vi) Feedback; (vii) Enhancement Work; and (viii) all improvements, modifications and derivative works of any of the foregoing, are and will remain the exclusive property of DocJuris (collectively, the “IP”). Notwithstanding the foregoing, DocJuris shall comply with Section 4.01(e) and Section 4.04(b).

(b) Except for the rights expressly granted in Section 3.01(a), this Agreement does not transfer any ownership of, license to or right to use the IP to Client. Client will not use DocJuris’ website or the Services for the benefit of or on behalf of any person or entity other than Client, except to view the Licensed Materials, create playbooks, negotiate agreements with third parties, and edit documents or agreements created by Client or third parties, and will not use them in any manner that could disable, overburden, damage or impair DocJuris’ website or the Services, or otherwise interfere with any other party’s use and enjoyment of them. Client will not obtain, or attempt to obtain, any materials, content or information by any means not expressly made available or provided for through the authorized use of the Services.

(c) Client agrees that neither it nor any Authorized User will: (i) sell, lease, license or sublicense access to or use of the Services or IP; (ii) modify, change, alter, translate, create derivative works from, reverse engineer, disassemble or decompile the Services or IP; (iii) provide, disclose, divulge or make available the Services or IP to, or permit their use by, third parties; (iv) copy or reproduce all or any part of the Services or IP; (v) engage in fraudulent, illegal or unauthorized use of the Services or IP; (vi) introduce into, or transmit through, the Services or IP any virus, worm, trap door, back door, timer, clock, counter or other limiting routine, instruction or design; or (vii) release to any third party the results of any evaluation or benchmarking of the Services or IP, provided that Client may share such evaluations with Client’s Affiliates.

(d) Client will not prohibit or enjoin DocJuris from using any skills or knowledge of a general nature acquired during the course of providing the Services or responding to Feedback. Client acknowledges and agrees that DocJuris may provide services, such as writing scripts, general application enhancements, API integrations with third parties, or building parsers or reports, to Client, which may or may not be specifically designed for Client’s environment, business or information technology processes (“Enhancement Work”), and that all Enhancement Work will remain the property of DocJuris, which may use it in its business.

(e) Client will not, and will not permit any of its Representatives who are not Authorized Users to, access or use the Services or IP except as expressly permitted by this Agreement. If Client becomes aware of any actual or threatened activity prohibited by this Agreement, it will immediately take all reasonable and lawful measures necessary to stop the activity or threatened activity and mitigate its effects, and will notify DocJuris of it.

(f) Client may, in using the Services, provide or upload documents, data, playbooks, prompts and other content (“Client Data”) to DocJuris and receive output generated and returned by the Services based on that Client Data (“Output”). As between the Parties, and subject to DocJuris’ rights in the IP, Client retains ownership of Client Data and owns the Output, and Client may use Output for any lawful purpose, including in negotiations with third parties and for commercial purposes, provided Client complies with this Agreement. For Paid Services, Client grants DocJuris, its Affiliates and its subprocessors a worldwide, royalty-free, non-exclusive license, during the Term and for any post-termination period described in Section 2.03(e) or required by law, to host, copy, process, transmit and display Client Data and Output as necessary to provide, secure, maintain and support the Services, prevent abuse, comply with law, and enforce this Agreement. DocJuris will not use Client Data or Output from Paid Services to train artificial intelligence or machine learning models, and will not sell Client Data. Client is responsible for its use and distribution of Output, including ensuring that it does not violate any applicable law or this Agreement. Client Data submitted through Free Services is governed by Section 4.04.

(g) Due to the nature of machine learning, Output generated by the Services may not be unique across clients, and the Services may generate the same or similar output for DocJuris or a third party. For example, Client may provide input to a model such as “What color is the sky?” and receive output such as “The sky is blue.” Other clients may ask similar questions and receive the same response. Responses that are requested by and generated for other clients of DocJuris, DocJuris itself or third parties are not Client’s Output, regardless of similarity.

(h) DocJuris may collect and use technical and usage information relating to access to and use of the Services, including logs, telemetry, feature usage, performance metrics and metadata, but excluding the content of Client Data (“Usage Data”), together with aggregated or de-identified data that does not identify Client, any individual or any counterparty, for any lawful purpose, including to operate, secure, analyze and improve the Services, subject to the restriction on model training in Section 4.02(f). DocJuris will not disclose Usage Data to third parties in a form that identifies Client, except to its service providers or as required by law.

Section 4.03 Data Privacy

(a) Client has and will retain sole responsibility for: (i) the content and use of Client Data and Confidential Information; (ii) all information, instructions and materials provided by or on behalf of Client or any Authorized User in connection with the Services; (iii) Client’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by Client or through the use of third-party services (“Client Systems”); (iv) the security and use of Client’s and its Authorized Users’ access credentials; and (v) the security of the Client Systems.

(b) Client will employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to: (i) securely administer the distribution and use of all access credentials and protect against any unauthorized access to or use of the Services; and (ii) control the content and use of Client Data and Confidential Information, including the uploading or other provision of personal data or Confidential Information.

(c) Client acknowledges that the Services are not designed with the security and access management required for processing the following categories of information: (1) medical records or protected health information; (2) payment card data; (3) government-issued identification numbers, such as Social Security, passport or driver’s license numbers; (4) personal data of children under 16; (5) data that is classified or listed on the U.S. Munitions List, including software and technical data; (6) articles, services and related technical data designated as defense articles or defense services; (7) data subject to the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR) or the FBI Criminal Justice Information Services (CJIS) Security Policy; and (8) any data that Client does not have the right or the necessary consents to provide (each of the foregoing, “Prohibited Data”). Client will not, and will not permit any Authorized User to, provide any Prohibited Data to, or process any Prohibited Data through, the Services. Client is solely responsible for reviewing all Client Data and will ensure that no Client Data constitutes or contains Prohibited Data. If any Prohibited Data is nonetheless provided, DocJuris will treat it in accordance with Section 4.01(e) or Section 4.04, as applicable, may delete it without notice, and will have no liability in respect of it.

(d) DocJuris processes personal data in connection with the Services in accordance with this Agreement, including Section 4.06. For Paid Services, to the extent Client Data includes personal data, DocJuris processes it on Client’s behalf as a processor or service provider, subject to any data processing addendum executed by the Parties. For Free Services, Client acknowledges that DocJuris processes Free Data, including any personal data within it, for DocJuris’ own purposes as described in Sections 4.04 and 4.06, and acts as an independent controller (or “business”, under applicable U.S. state privacy laws) for those purposes. DocJuris does not sell personal data contained in Client Data. The Privacy Notice also describes DocJuris’ collection of information through its websites and marketing activities; as to the Services, Client Data and Usage Data, if the Privacy Notice conflicts with this Agreement, this Agreement controls.

(e) Client represents and warrants that it has provided all notices and obtained all consents, authorizations and lawful bases required under applicable law for DocJuris to process personal data contained in Client Data as described in this Agreement and the Privacy Notice, including, for Free Data, the uses described in Section 4.04.

(f) DocJuris uses third-party service providers, including cloud hosting and artificial intelligence model providers, to provide the Services, and Client Data may be processed in the United States and other countries where those providers operate. DocJuris does not permit its third-party artificial intelligence model providers to use Client Data to train their models.

(g) For Paid Services, DocJuris maintains administrative, physical and technical safeguards designed to protect the security and confidentiality of Client Data. For Free Services, DocJuris will use commercially reasonable measures but makes no specific security, availability or retention commitment.

Section 4.04 Additional Terms for Free Services: Data, IP and Privacy

This Section 4.04 applies to Free Services and prevails over any conflicting provision of this Agreement as to them.

(a) License to Free Data. Client Data and Output submitted to or generated through Free Services (“Free Data”) may be used by DocJuris to build, train and improve its platform, and may be commercialized in de-identified form. Client grants DocJuris and its Affiliates a worldwide, royalty-free, fully paid, perpetual, irrevocable, transferable and sublicensable license to use, copy, store, analyze, annotate, modify, create derivative works of and commercialize Free Data in order to: (i) provide, secure, evaluate and improve the Services; (ii) develop, train, test and evaluate artificial intelligence and machine learning models, playbooks, clause libraries and benchmarks; (iii) develop new products and services; and (iv) license, sell or otherwise make available de-identified Free Data and Derived Data to third parties, subject to Section 4.04(b). This license may be sublicensed to DocJuris’ Affiliates and service providers, and, as to de-identified Free Data, to its licensees and purchasers, and it transfers with any assignment of this Agreement or of the business or assets to which it relates. Free Data may be reviewed by DocJuris personnel and contractors who are bound by confidentiality obligations.

(b) Information that identifies the user. Free Data is not Confidential Information of Client, and Section 4.01(e) does not apply to it. However, DocJuris will not sell, license, publish or otherwise disclose Free Data to any third party in a form that identifies Client or any Authorized User, or that contains personal data, except (i) to its Affiliates and service providers acting on its behalf, (ii) to a successor or assignee under Section 6.04, (iii) as required by law, or (iv) with Client’s consent. Before Free Data is made available to third parties under Section 4.04(a)(iv), DocJuris will take reasonable measures to de-identify it, including by removing names, contact details, account identifiers and other information identifying Client, any Authorized User or any other individual, and will contractually prohibit recipients from attempting to re-identify it.

(c) Derived Data. All models, model weights, embeddings, annotations, datasets, statistics, benchmarks, insights and other improvements created by or for DocJuris using Free Data (“Derived Data”) are owned exclusively by DocJuris and are part of the IP. Client has no right, title or interest in Derived Data. DocJuris may use, license, sell and otherwise commercialize Derived Data without restriction, provided that any Derived Data made available to third parties complies with Section 4.04(b). Deletion of Free Data or closure of Client’s account does not require DocJuris to remove or retrain any model, or to delete or recall any Derived Data or de-identified Free Data already created or made available to third parties.

(d) Client’s responsibility for what it uploads. Client represents and warrants that it has all rights, permissions and consents necessary to submit Free Data and to grant the license in Section 4.04(a), and that doing so does not breach any confidentiality agreement, privilege, professional obligation, contractual restriction or applicable law, including obligations owed to counterparties whose information appears in contracts or other documents. Client is solely responsible for redacting or omitting any information it is not permitted to share. Client should not submit privileged or highly sensitive information through Free Services. Clients that require their data to be held confidential and excluded from model training should use Paid Services.

(e) Retention and deletion. DocJuris may retain or delete Free Data at its discretion, including deleting the data of inactive free accounts, and has no obligation to back up, store, export or return Free Data or Output, even where the Services offer an export feature. Client should keep its own copies of any Output it wishes to retain.

(f) Use of Output. Client may use Output generated through Free Services for its internal business purposes, including in negotiations with third parties, subject to Section 3.03 and the license granted to DocJuris in Section 4.04(a).

(g) Accounts and communications. DocJuris may use account, contact and Usage Data relating to Free Services to operate the Services, to send transactional and product communications, and, subject to applicable law and Client’s right to opt out, to send marketing communications. DocJuris may inform an organization that controls the email domain associated with a free account that the account exists and, if that organization obtains Paid Services, may offer to move the account and its data into that organization’s account, in which case DocJuris will notify the account holder before the move takes effect.

Section 4.05 Feedback

If Client or any Authorized User provides DocJuris with suggestions, comments, ideas, enhancement requests or other feedback relating to the Services (“Feedback”), DocJuris may use and exploit that Feedback for any purpose without restriction, attribution or compensation, and Client hereby assigns to DocJuris all right, title and interest in and to the Feedback.

Section 4.06 Personal Data in the Services

This Section 4.06 describes how DocJuris may process personal data in connection with the Services under every plan, subject to Sections 4.02(f) and 4.03(d) for Paid Services and Section 4.04 for Free Services. Where DocJuris processes Client Data as a processor or service provider for Paid Services, any data processing addendum executed by the Parties controls over this Section as to that Client Data.

(a) Information DocJuris collects. DocJuris may collect: (i) account and profile information, such as name, email address, title, company, mobile number if provided, the identity provider used to sign in and its identifier, and communication preferences; (ii) Client Data and Output; (iii) Usage Data, including sign-in and activity records, pages and features used, browser, operating system, IP address, security events, and records of artificial intelligence requests made on Client’s behalf; and (iv) attribution information, such as the campaign tags on a link and the referring page.

(b) How DocJuris uses it. DocJuris may use this information to: (i) provide, operate, secure, support and improve the Services; (ii) send service messages and other communications; (iii) measure and analyze use of the Services; (iv) for Free Data, the purposes described in Section 4.04; (v) enforce this Agreement and protect the rights, property and safety of DocJuris, its users and others; (vi) comply with law; (vii) where Client signs up with a work email address, uses the Services for an organization, expresses interest in Paid Services or otherwise indicates commercial interest, add Client’s business contact details to DocJuris’ customer relationship management system and contact Client about DocJuris’ products; and (viii) for any other purpose described in this Agreement or disclosed when the information is collected. Client may unsubscribe from marketing email using the link in each message; service messages continue while Client has an account.

(c) Legal bases. Where the EU or UK General Data Protection Regulation applies, DocJuris relies on performance of its contract with Client; its legitimate interests in operating, securing, improving, developing and marketing the Services, including the uses of Free Data described in Section 4.04; consent, where DocJuris requests it; and compliance with legal obligations.

(d) Disclosure. DocJuris may disclose personal data: (i) to service providers acting on its behalf, such as providers of hosting, storage, email delivery, customer relationship management, security and sign-in services, and artificial intelligence model providers; (ii) to its Affiliates; (iii) to comply with law or legal process; (iv) to protect the rights, property or safety of DocJuris, its users or others; (v) in connection with a merger, acquisition, financing, reorganization or sale of assets; (vi) at Client’s direction or with Client’s consent; and (vii) as otherwise described in this Agreement, including the disclosure of de-identified Free Data and Derived Data under Section 4.04. DocJuris does not sell personal data.

(e) Location and transfers. The Services are operated from the United States, and personal data may be stored and processed there and wherever DocJuris’ service providers operate. Client consents to the transfer of personal data to those locations.

(f) Retention. DocJuris may retain personal data for as long as it has a business or legal need to do so, and may delete it at any time, including by deleting accounts that have not been used for twelve months. Deletion of an account does not require DocJuris to delete aggregated or de-identified data, Usage Data, Derived Data or de-identified Free Data, or records it retains for legal, security, dispute resolution or enforcement purposes.

(g) Security. DocJuris uses measures it considers reasonable for the nature of the Services, but no service is perfectly secure and DocJuris does not guarantee the security of any data. Any description of DocJuris’ practices on its website or trust page is informational, may change, and is not a warranty or service-level commitment.

(h) Rights. Depending on where they are located, individuals may have rights under data protection laws, such as rights to access, correct or delete their personal data, to object to its processing, or to complain to a data protection authority. Requests may be sent to privacy@docjuris.com from the email address on the account. DocJuris may verify the requester’s identity and will respond to the extent required by applicable law. Where DocJuris processes personal data as a processor or service provider for Paid Services, it may refer requests to Client.

(i) Cookies in the Services. The Services use cookies and similar technologies to operate, secure and analyze the Services. Cookies on DocJuris’ websites are described in the Privacy Notice.

(j) Children. The Services are not directed to anyone under 18, and DocJuris does not knowingly collect personal data from children. DocJuris may delete any such data it becomes aware of.

(k) Contact. Questions about personal data in the Services may be sent to DocJuris, Inc. at privacy@docjuris.com.

Article V. Indemnity, Warranty, Liability

Section 5.01 Liability

(a) IN NO EVENT WILL DOCJURIS OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS BE LIABLE TO CLIENT OR ITS SHAREHOLDERS, CUSTOMERS, AUTHORIZED USERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES (THE “CLIENT GROUP”) UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE, IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES, LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, BREACH OF DATA OR SYSTEM SECURITY, COST OF REPLACEMENT GOODS OR SERVICES, OR LOSS OF GOODWILL OR REPUTATION, OR FOR ANY FINE, PENALTY, SANCTION OR REGULATORY CONSEQUENCE, OR FOR ANY DAMAGES ARISING FROM A MISSED, LATE, INACCURATE OR INCOMPLETE ALERT, DEADLINE, SUMMARY, CLASSIFICATION OR OTHER OUTPUT OR FROM RELIANCE ON ANY OUTPUT, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b) IN NO EVENT WILL THE COLLECTIVE, AGGREGATE LIABILITY OF DOCJURIS AND ITS AFFILIATES TO THE CLIENT GROUP ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER ARISING UNDER BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND GROSS NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED: (i) FOR FREE SERVICES, ONE HUNDRED US DOLLARS (USD 100); (ii) FOR PAID PLANS, THE TOTAL AMOUNTS PAID BY CLIENT TO DOCJURIS UNDER THE PAID PLAN IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; AND (iii) FOR ENTERPRISE ORDERS, THE GREATER OF THE TOTAL AMOUNTS PAID BY CLIENT TO DOCJURIS UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR USD 50,000. CLIENT’S AGGREGATE LIABILITY TO DOCJURIS FOR DIRECT DAMAGES IS LIMITED TO THE AMOUNT IN CLAUSE (ii) OR (iii), AS APPLICABLE, EXCEPT THAT NO LIMIT APPLIES TO CLIENT’S PAYMENT OBLIGATIONS, CLIENT’S OBLIGATIONS UNDER SECTION 5.05, OR CLIENT’S BREACH OF SECTION 3.02(e), SECTION 3.03, SECTION 4.01, SECTION 4.02(b) OR (c), SECTION 4.03(c) OR SECTION 4.04(d). THESE LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND DO NOT APPLY IN CASES OF FRAUD OR WILLFUL MISCONDUCT.

(c) The Parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement represent the allocation of risk between them in connection with this Agreement, and that such limitations, exclusions and disclaimers will survive and apply even if found to have failed of their essential purpose. Client agrees that it may only bring a suit against DocJuris for any breach of this Agreement within 2 years after the occurrence giving rise to the alleged breach or, for Free Services and Paid Plans, within one year after the claim accrues, failing which the claim is permanently barred. The Parties acknowledge that DocJuris has set its prices, and offers Free Services, in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth in this Agreement, and that they form an essential basis of the bargain between the Parties.

Section 5.02 Indemnity

(a) For Paid Services, DocJuris will indemnify, defend and hold Client harmless (at DocJuris’ expense) from and against any claim, suit, action or proceeding brought by a third party (a “Claim”) against Client alleging that the IP or any Services, or any part thereof, or the use thereof, infringes a copyright, United States patent, trade secret or other intellectual property right of a third party, and against any damages, losses, liabilities, costs and expenses (including attorneys’ fees and court costs) finally awarded or agreed in settlement of such Claim. The foregoing obligations do not apply with respect to portions or components of the Services (i) not supplied by DocJuris, (ii) made in whole or in part in accordance with Client’s custom integration requirements, (iii) modified after delivery by DocJuris, (iv) combined with other products, processes or materials, where the alleged infringement relates to such combination, (v) where Client continues allegedly infringing activity after being notified in writing of it, or after being informed in writing of modifications that would have avoided the alleged infringement, (vi) where Client’s use of the Services is not strictly in accordance with this Agreement, or (vii) to the extent the Claim arises from Client Data or Output. DocJuris has no indemnification obligations with respect to Free Services.

(b) If the IP, or any part of it, is held to infringe a copyright or United States patent or to result from the misappropriation of a trade secret, or if, in DocJuris’ sole discretion, it is likely to infringe a copyright, United States patent or any other intellectual property right belonging to a third party or to have resulted from the misappropriation of a trade secret, DocJuris (at its sole option) will (i) procure for Client the right to continue using the IP or Services; (ii) replace or modify the IP or Services with technology having substantially similar functionality; or (iii) terminate Client’s use of the affected Services and refund to Client the unearned portion of any Fee prepaid by Client for them.

(c) DocJuris’ obligations under this Section 5.02 will arise only if:

(i) Client (the “Indemnified Party”) promptly notifies DocJuris (the “Indemnifying Party”) in writing of the Claim, provided that any delay will not relieve the Indemnifying Party of its obligations except to the extent it is prejudiced by the delay;

(ii) the Indemnifying Party has sole control of the defense and settlement of the Claim, provided that the Indemnifying Party will not enter into any settlement, without the Indemnified Party’s prior written consent, that would require the Indemnified Party to take or refrain from taking any action, or would adversely affect or diminish the rights and benefits of the Indemnified Party, other than permitting the Indemnifying Party to pay money damages on the Indemnified Party’s behalf; and

(iii) the Indemnified Party fully cooperates with the Indemnifying Party in all matters relating to the Claim, at the Indemnifying Party’s sole cost.

Section 5.03 Warranties

(a) ALL SERVICES ARE PROVIDED “AS AVAILABLE” AND “AS IS.” DOCJURIS MAKES NO REPRESENTATIONS AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW) OR STATUTORY, AS TO ANY MATTER WHATSOEVER, AND SPECIFICALLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, ACCURACY AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, DOCJURIS MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THEIR USE, WILL OPERATE WITHOUT INTERRUPTION, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE ACCURATE, COMPLETE OR ERROR FREE.

(b) Artificial intelligence and machine learning are rapidly evolving fields of study. DocJuris is working to improve the Services to make them more accurate, reliable, safe and beneficial. Given the probabilistic nature of machine learning, use of the Services may in some situations result in incorrect Output that does not accurately reflect real people, places, facts or laws. Client should evaluate the accuracy of any Output as appropriate for Client’s use case, including by using human review of the Output.

(c) WITHOUT LIMITING SECTION 5.03(a), FREE SERVICES AND ANY FEATURES IDENTIFIED AS BETA, PREVIEW, EARLY ACCESS OR EXPERIMENTAL ARE PROVIDED WITHOUT ANY SUPPORT, SERVICE LEVEL, SECURITY, AVAILABILITY OR DATA RETENTION COMMITMENT OF ANY KIND, AND CLIENT USES THEM AT ITS OWN RISK.

(d) DocJuris is not a law firm and does not provide legal, regulatory, compliance, financial, tax or other professional advice. Use of the Services does not create an attorney-client, fiduciary or other professional relationship with DocJuris, and Output is not a substitute for advice from a qualified professional who knows Client’s circumstances. Material submitted to or received from the Services is not privileged as between Client and DocJuris in the way communications with Client’s own counsel may be. Client is solely responsible for determining whether any content, including privileged, confidential, export-controlled or personal material, may lawfully be submitted to the Services, and for every consequence of submitting it, including any waiver of privilege or confidentiality. Content in the Services may be incomplete, out of date or incorrect, and any alert, deadline, summary or change may be missed, late, misclassified or inaccurate. Client agrees that a qualified person will review Output before it is relied on; that Client is solely responsible for verifying Output against official sources, for meeting its own deadlines, and for every decision made or action taken in reliance on Output, including any contract position taken or document signed; and that Client will not treat the Services as a system of record, compliance program or monitoring service.

Section 5.04 Remedy

The remedies set out in Section 5.02(b), together with DocJuris’ defense and indemnification obligations under Section 5.02(a), are Client’s sole and exclusive remedies, and DocJuris’ entire liability, for any actual or alleged infringement or misappropriation of any third-party intellectual property right.

Section 5.05 Client Indemnity

Client will defend, indemnify and hold harmless DocJuris, its Affiliates and their respective officers, directors, employees and agents from and against any Claim, and any resulting damages, losses, liabilities, costs and expenses (including attorneys’ fees and court costs), arising out of or relating to: (a) Client Data, including any allegation that Client Data, or its provision to or processing by DocJuris as permitted under this Agreement, infringes, misappropriates or violates any third party’s intellectual property, confidentiality or privacy rights or any applicable law; (b) any breach by Client or any Authorized User of Section 3.02(e), Section 3.03, Section 4.02(c), Section 4.03 or Section 4.04(d); or (c) Client’s use of Output in violation of this Agreement or applicable law. The procedures in Section 5.02(c) apply to this Section 5.05, with DocJuris as the Indemnified Party and Client as the Indemnifying Party.

Article VI. Miscellaneous

Section 6.01 Relationship of the Parties

The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement will 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 will have authority to contract for or bind the other Party in any manner whatsoever.

Section 6.02 Notice

Any notice, request, consent, Claim, demand, waiver or other communication under this Agreement has legal effect only if in writing, including by email, and addressed: to Client, at the address stated in the applicable Enterprise Order or, for Free Services and Paid Plans, the email address associated with Client’s account; and to DocJuris, at the address stated in the applicable Enterprise Order or at privacy@docjuris.com. DocJuris may also give notices of general applicability by posting them within the Services or on its website. All notices are deemed received on the business day following the date the receiving Party actually receives them.

Section 6.03 Interpretation

For purposes of this Agreement: (a) the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; and (b) the word “or” is not exclusive. Unless the context otherwise requires, references in this Agreement to an agreement, exhibit, form, instrument, legislation or other document mean such agreement, exhibit, form, instrument, legislation or other document as amended, supplemented and modified from time to time to the extent permitted by its provisions. Headings and the plan summary preceding Article I are for convenience only and do not affect interpretation. The Parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted.

Section 6.04 Assignment

Client will not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement, whether voluntarily, involuntarily, by operation of law or otherwise, without DocJuris’ prior written consent, which consent will not be unreasonably withheld for Paid Services, except to an Affiliate incorporated in the United States pursuant to a restructuring of Client’s overall corporate structure. Free accounts are personal to the account holder and may not be transferred. DocJuris may assign this Agreement without consent to an Affiliate or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets or of the business to which this Agreement relates. No assignment, delegation or transfer will relieve Client of any of its obligations or performance under this Agreement. Any purported assignment, delegation or transfer in violation of this Section is void. This Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns.

Section 6.05 Amendment and Modification; Waiver

(a) DocJuris may amend this Agreement, other than terms specifically set out in an Enterprise Order, at any time by posting the amended Agreement on its website and, for Paid Services, emailing Client a notice with a link to the amended Agreement. For Paid Services, Client has 30 days after such notice to notify DocJuris that it does not accept the amendment and intends to discontinue use of the Services, failing which Client is deemed to have accepted the amendment. For Free Services, amendments take effect when posted, and Client’s continued use of the Free Services constitutes acceptance, except that DocJuris will give at least 30 days’ notice, by email or within the Services, before any amendment that materially expands its rights to use Free Data takes effect, and any such amendment will apply only to Free Data submitted after it takes effect. Neither Party may amend terms specifically set out in an Enterprise Order without the written agreement of the other Party. The version of Section 6.14 in effect when a dispute arose governs that dispute.

(b) No waiver of any provision of this Agreement is effective unless in writing and signed by the waiving Party. No failure or delay in exercising any right or remedy operates as a waiver of it, and no single or partial exercise of any right or remedy precludes any further exercise of it.

Section 6.06 Severability

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. If the class action waiver in Section 6.14(d) is found unenforceable as to a particular claim, Section 6.14 will not apply to that claim, which will instead proceed in court under Section 6.07.

Section 6.07 Governing Law; Jurisdiction

This Agreement is governed by and construed in accordance with the laws of the State of Texas and applicable United States federal law, without giving effect to any choice or conflict of law provision or rule that would require the application of the laws of another jurisdiction, and excluding the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. Subject to Section 6.14, any suit, action or proceeding arising out of or related to this Agreement or the licenses granted under it will be instituted exclusively in the state or federal courts located in Harris County, Texas, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY, OR TO PARTICIPATE IN ANY CLASS ACTION SUIT OR LEAD ANY EFFORT TO CERTIFY A GROUP OF PLAINTIFFS AS A CLASS, IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY IT. Client shall not commence or seek to prosecute or defend any dispute, controversy or claim based on any legal theory arising out of or relating to this Agreement, or its breach, other than on an individual, non-class, non-collective action basis, and shall not seek to prosecute or defend any such dispute, controversy or claim in a representative or private attorney general capacity.

Section 6.08 Equitable Relief; Attorneys’ Fees

Each Party acknowledges and agrees that a breach or threatened breach by the other of any of its obligations under Section 3.01, Section 3.02, Section 3.03, Section 4.01, Section 4.02 or Section 4.04 may cause such Party irreparable harm for which monetary damages may not be an adequate remedy, and that, in the event of such breach or threatened breach, the non-breaching Party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise. Each Party agrees not to contest any action or proceeding seeking equitable relief on the ground that monetary damages would be adequate. In any action, suit or proceeding instituted by either Party against the other arising out of or related to this Agreement, the prevailing Party is entitled to recover its actual attorneys’ fees, expert witness fees, court costs and any out-of-pocket costs from the non-prevailing Party.

Section 6.09 Survival

Any provision of this Agreement that by its nature should survive expiration or termination survives, including Sections 2.02 (as to amounts accrued), 2.03(d) and (e), 3.01(d), 3.02(g), and Articles IV, V and VI.

Section 6.10 Entire Agreement

This Agreement, together with each Order, any data processing addendum executed by the Parties, and the Privacy Notice, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, whether written or oral, with respect to that subject matter. Client has not relied on any statement, representation or roadmap not set out in this Agreement or an Order. In the event of a conflict, the following order of precedence applies: (a) an Enterprise Order, to the extent it modifies this Agreement in accordance with Section 2.01; (b) any data processing addendum executed by the Parties, as to the processing of personal data; (c) this Agreement; and (d) the Privacy Notice.

Section 6.11 Force Majeure

DocJuris will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, governmental action, failures of the internet, utilities or telecommunications, and outages or changes affecting third-party hosting or artificial intelligence model providers. This Section does not excuse Client’s payment obligations.

Section 6.12 Export Controls and Sanctions

Client represents that neither it nor any Authorized User is located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, or is identified on any U.S. government restricted-party list. Client will comply with all applicable export control and sanctions laws in its use of the Services and will not permit access to the Services in violation of them.

Section 6.13 Electronic Acceptance and Communications

This Agreement may be accepted electronically, including by clicking to accept, by creating an account, or by accessing or using the Services, and such acceptance has the same force and effect as a handwritten signature. Client consents to receive notices, disclosures and other communications from DocJuris electronically.

Section 6.14 Arbitration for Free Services and Paid Plans

This Section 6.14 applies to any dispute arising out of or relating to Free Services or a Paid Plan. It does not apply to Enterprise Orders, which are governed by Section 6.07.

(a) Informal resolution first. Before commencing any arbitration or court proceeding, a Party will give the other written notice describing the dispute and the relief sought (to DocJuris, at its notice address under Section 6.02), and the Parties will try in good faith to resolve the dispute for 60 days. Any limitation period is tolled during that time.

(b) Binding arbitration. Except as provided in Section 6.14(e), any dispute, claim or controversy arising out of or relating to this Agreement or the Services, including its formation, validity, breach or termination and whether a claim is arbitrable, will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in Houston, Texas (or by videoconference at the arbitrator’s discretion), in English. The Federal Arbitration Act governs this Section 6.14. The arbitrator may award relief only in favor of the individual party seeking it and only to the extent necessary to resolve that party’s claim. Judgment on the award may be entered in any court with jurisdiction. Each Party bears its own costs, except as the arbitrator awards under Section 6.08.

(c) Mass arbitration. If 25 or more similar arbitration demands are brought by or with the assistance of the same or coordinated counsel, they will be administered under the AAA Mass Arbitration Supplementary Rules in batches of up to 50 demands, with one arbitrator per batch, and the Parties will cooperate in good faith to schedule the batches efficiently. The arbitrator may allocate fees and costs to discourage frivolous or duplicative demands.

(d) CLASS ACTION WAIVER. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON EXCEPT AS PROVIDED IN SECTION 6.14(c).

(e) Exceptions. Either Party may bring an individual claim in small-claims court, and either Party may seek injunctive or other equitable relief in court under Section 6.08 to protect its intellectual property, Confidential Information or the security of the Services.

(f) Opt-out. Client may opt out of arbitration by sending notice to DocJuris’ notice address under Section 6.02 within 30 days after first accepting this Agreement, stating Client’s name, the email address on Client’s account, and that Client opts out of arbitration. The opt-out is personal to Client, and the jury trial and class action waivers in Section 6.07 continue to apply.

Section 6.15 Government Users

The Services are commercial computer software and commercial computer software documentation. Any use by or for the United States government is subject to this Agreement as the only governing terms, in accordance with FAR 12.212 and DFARS 227.7202.

Section 6.16 Third-Party Beneficiaries

There are no third-party beneficiaries of this Agreement, except that DocJuris’ Affiliates, licensors and service providers, and their respective officers, directors, employees and agents, may enforce the provisions of this Agreement that limit liability or provide indemnification in their favor.

Section 6.17 Copyright Complaints

Notices of claimed copyright infringement relating to content in the Services may be sent to DocJuris at its notice address under Section 6.02 with the information required by 17 U.S.C. §512(c)(3). DocJuris may remove content and terminate the accounts of repeat infringers.

Date of Last Revision: October 28, 2026