These Terms of Service constitute an agreement (this “Agreement”) by and between 1000666267 Ontario Inc., a corporation, carrying on business as Legal Answers (“LA”) and the individual, corporation, LLC, partnership, sole proprietorship, or other entity accepting and/or executing this Agreement (“Customer”). This Agreement is effective as of the date Customer clicks “Accepted and Agreed To” (the “Effective Date”). Customer’s use of and LA’s provision of LA’s Platform (as defined below in Section 1.10) are governed by this Agreement.
EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON SIGNING ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO. THE PERSON EXECUTING THIS AGREEMENT ON CUSTOMER’S BEHALF REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS AND CONDITIONS.
The following capitalized terms will have the following meanings whenever used in this Agreement.
1.1 “AI” means artificial intelligence.
1.2 “API” means application programming interface.
1.3 “Customer Usage Data” means all information collected, processed, and/or stored through the LA Platform by Customer or on Customer’s behalf, including text, images, documents analyzed by the LA Platform (via Large Language Models) when it is used by the Customer. Customer Usage Data does not include payment records, credit cards or other information Customer uses to pay LA, or other information and records related to Customer’s account, including without limitation identifying information related to Customer involved in payment or other management of such account (the usage of which is addressed in the LA Privacy Policy).
1.4 “Documentation” means any proprietary materials, documents, or other information that LA provides or makes available to Customer relating to the use of the LA Platform.
1.5 “Large Language Models” means the OpenAI APIs, and their related AI models, currently used by LA to process Customer Usage Data.
1.6 “OpenAI” means OpenAI, LP, an AI research and deployment nonprofit that has developed a publicly accessible API for generating natural language based on AI models.
1.7 “Order” means an order for access to the LA Platform, which is signed by both parties and references these Terms of Service.
1.8 “Privacy/Security Law” means privacy and security laws governing LA’s handling of Customer Usage Data (if any).
1.9 “LA Platform” means LA’s software-as-a-service application identified in any Order that allows Users to access certain features and functions through a web interface, particularly using Large Language Models search and receive answers or suggest and modify documents.
1.10 “Term” is defined in Section 11.1 below.
1.11 “User” means any individual who uses the LA Platform on Customer’s behalf or through Customer’s account or passwords, whether authorized or not.
2.1 Use of the LA Platform. During the Term, Customer may access and use the LA Platform pursuant to the terms of any outstanding Order, including such features and functions as the Order requires or stipulates.
2.2 Supportfor LA Platform. LA will exercise commercially reasonable efforts to (a) provide support for the use of the LA Platform to Customer, and (b) keep the LA Platform operational and available to Customer, in each case in accordance with LA’s standard policies and procedures.
2.3 Documentation: Customer may reproduce and use the Documentation solely as necessary to support Users’ use of the LA Platform.
2.4 LA Platform Revisions. LA may revise LA Platform features and functions at any time, including without limitation by removing such features and functions. If any such revision to the LA Platform materially reduces features or functionality provided pursuant to an outstanding Order, Customer may within 30 days of notice of the revision terminate such Order, without cause, or terminate this Agreement without cause if such Order is the only one outstanding.
3.1 Subscription Fees. Customer will pay LA the fee stipulated in each Order (the “Subscription Fee”) for each Term. LA’s invoices are due within 30 days of issuance. Customer will maintain complete, accurate and up-to-date billing and contact information at all times. For late payment, Customer will pay interest charges from the time the payment was due at the rate of 10 % per annum. LA will not be required to refund the Subscription Fee under any circumstances.
3.2 Credits. Customer will pay LA the fee stipulated for credit purchases used in the LA Platform. LA will not be required to refund any credit purchases or partial credits under any circumstances.
3.3 Suspension for Non-Payment. LA reserves the right (in addition to any other rights or remedies LA may have) to suspend all Customer access to the LA Platform if any Subscription Fees or credit payments are overdue, unpaid, reversed or not cleared, until such amounts and all penalties are paid in full.
3.4 Taxes.
(a) Amounts due under this Agreement are payable to LA without deduction for any tax, tariff, duty, or assessment imposed by any government authority (national, state, provincial, or local), including without limitation any sales, use, excise, ad valorem, property, withholding, or value-added tax, whether or not withheld at the source (collectively, “Sales Tax”).
(b) Except as forbidden by applicable law, LA may require that Customer submit applicable Sales Taxes to LA. However, the preceding sentence does not apply to the extent that Customer is tax exempt, provided it gives LA a valid tax exemption certificate within 30 days of the Effective Date.
(c) LA’s failure to include any applicable tax in an invoice will not waive or dismiss its rights or obligations pursuant to this Section 3.3. If applicable law requires withholding or deduction of Sales Taxes or any other tax or duty, Customer will separately pay LA the withheld or deducted amount, over and above fees due. For the avoidance of doubt, this Section 3.3 does not govern taxes based on LA’s net income.
4.1 Use of Customer Usage Data. LA must use Customer Usage Data in certain ways to power the processing of the LA platform, including passing text inputted or documents uploaded by Customer through the Large Language Models. The Large Language Models are neural network machine-learning models trained using internet data to generate any type of text. They use input text to generate large volumes of relevant and sophisticated machine-generated text. The LA Platform encrypts Customer Usage Data in transit, and sends it to the Large Language Models (a prompt) in order to generate response text (a response). The LA Platform does not store any of this Customer Usage Data analyzed by the Large Language Models. Accordingly:
(a) LA will:
i. process Customer Usage Data as needed through the Large Language Models in order to deliver the LA Platform’s core functionality to the Customer;
ii. only process and/or transfer Customer Usage Data using secure, reasonable, and appropriate mechanisms;
iii. exercise reasonable efforts to prevent unauthorized disclosure or exposure of Customer Usage Data; and
iv. comply with all Privacy/Security Laws that are applicable both specifically to LA and data processors in the jurisdictions in which LA does business.
(b) LA will not:
i. access, process, or otherwise use Customer Usage Data other than as necessary to facilitate the LA Platform; or
ii. give any third party access to Customer Usage Data, except LA’s subcontractors or collaborators (including the Large Language Models, whose handling of personal data is subject to data processing agreements with LA as well as their respective privacy policies) that have a need for such access to facilitate or operate the LA Platform and are subject to a reasonable written agreement governing the use and security of Customer Usage Data.
4.2 Deletion Requests. If LA receives a “right to know,” deletion, “right to be forgotten,” or similar request related to Customer Usage Data, LA may respond in accordance with applicable law. Nothing in this Agreement precludes LA from asserting rights or defenses it may have under applicable law related to such requests.
4.3 Additional Fees. Customer recognizes and agrees that LA may charge additional fees (without limitation) (a) for activities (if any) required by Privacy/Security Laws and (b) for activities Customer requests to help it comply with Privacy/Security Laws.
4.4 Privacy Policy. Customer acknowledges LA’s privacy policy pertaining to the LA Platform and collection of personal information here, and Customer recognizes and agrees that nothing in this Agreement restricts LA’s right to alter such privacy policy.
4.5 De-Identified Data. Notwithstanding the provisions above of this Article 4,LA may use, reproduce, sell, publicize, or otherwise exploit De-Identified Data (as defined below) in any way, in its sole discretion, including without limitation aggregated with data from other Customers. (“De-Identified Data” refers to Customer Usage Data with the following removed: information that identifies or could reasonably be used to identify an individual person, a household, or Customer.)
4.6 Erasure. LA may permanently erase Customer Usage Data if Customer’s account is delinquent, suspended, or terminated for 30 days or more, without limiting LA’s other rights or remedies.
4.7 Required Disclosure. Notwithstanding the provisions above of this Article 4, LA may disclose Customer Usage Data as required by applicable law or by proper legal or governmental authority. If permitted, LA will give Customer prompt notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer’s expense.
4.8 Risk of Exposure. Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the LA Platform, Customer assumes such risks. LA offers no representation, warranty, or guarantee that Customer Usage Data will not be exposed or disclosed through errors or the actions of third parties.
4.9 Data Accuracy. LA will have no responsibility or liability for the accuracy of data uploaded to the LA Platform by Customer, including without limitation Customer Usage Data and any other data uploaded by Users.
4.10 Algorithmic Training Data. LA has opted out of all Large Language Models’ available options to store and analyze Customer Usage Data for high-level AI algorithmic training purposes. If LA later opts-in to this functionality for any particular Large Language Model, it will notify Customer.
5.1 Acceptable Use.
(a) Customer will not:
i. use the LA Platform for service bureau or time-sharing purposes or in any other way allow third parties to exploit the LA Platform;
ii. provide LA Platform passwords or other log-in information to any third party;
iii. share non-public LA Platform features or content with any third party;
iv. access the LA Platform in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the LA Platform, or to copy any ideas, features, functions or graphics of the LA Platform;
v. engage in web scraping or data scraping on or related to the LA Platform, including without limitation collection of information through any software that simulates human activity or any bot or web crawler; or
vi. use the LA Platform to breach any laws or regulations.
(b) In the event that LA suspects any breach of the requirements of this Section 5.1(a), including without limitation by Users, LA may suspend Customer’s access to the LA Platform without advance notice, in addition to such other remedies as LA may have.
5.2 Unauthorized Access. Customer will take reasonable steps to prevent unauthorized access to the LA Platform, including without limitation by protecting its passwords and other log-in information. Customer will notify LA immediately of any known or suspected unauthorized use of the LA Platform or breach of its security and will use their best efforts to stop said breach.
5.3 Compliance with Laws. In its use of the LA Platform, Customer will comply with all applicable laws, including without limitation Privacy/Security laws.
5.4 Non-Lawyer Reliance on LA Output. If Customer is not a duly licensed and qualified lawyer or does not operate under the direction, control, or supervision of a duly licensed and qualified lawyer, Customer acknowledges that in its use of the LA Platform, it (or its Users) will not solely rely on output of the LA Platform as constituting formal legal advice, and will always ensure that any output is reviewed or vetted accordingly by a duly licensed and qualified lawyer.
5.5 Users & LA Platform Access. Customer is responsible and liable for: (a) Users’ use of the LA Platform, including without limitation unauthorized User conduct and any User conduct that would violate the requirements of this Agreement applicable to Customer; (b) any use of the LA Platform through Customer’s account, whether authorized or unauthorized; and (c) allowing Customer Usage Data to be analyzed by the LA Platform.
5.6 Customer Rights and Consents. Customer represents, warrants and covenants that it has and shall maintain throughout the term all necessary rights, consents and authorizations to provide the Customer Usage Data to LA and to authorize LA to use, disclose, or otherwise process that Customer Usage Data through the LA Platform as contemplated by this Agreement.
6.1 IP Rights to the LA Platform. LA retains all right, title, and interest in and to the LA Platform, including without limitation all software used to provide the LA Platform and all graphics, user interfaces, logos, and trademarks reproduced through the LA Platform. This Agreement does not grant Customer any intellectual property license or rights in or to the LA Platform or any of its components, except to the limited extent that such rights are necessary for Customer’s use of the LA Platform as specifically authorized by this Agreement. Customer recognizes that the LA Platform and its components are protected by copyright and other laws.
6.2 Open Source Software.
(a) Certain items of software may be provided to Customer with the LA Platform and are subject to third party or “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of Sections 6.1 (IP Rights) or 9 (Indemnification). Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software.
(b) Nothing in this Agreement limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, LA makes such Open Source Software, and LA’s modifications to that Open Source Software, available by written request at the notice address specified in section 12.2 below.
6.3 Feedback. LA has not agreed to and does not agree to treat as confidential any Feedback (as defined below) that Customer or Users give LA, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict LA’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer. For greater certainty, Feedback will not be considered Customer’s trade secret. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of LA’s products or services.)
“Confidential Information” refers to the following items LA discloses to Customer: (a) any document LA marks “Confidential”; (b) any information LA designates as “Confidential” at the time of disclosure, provided LA confirms such designation in writing within 5 business days; (c) the Documentation, whether or not marked or designated confidential; and (d) any other nonpublic, sensitive information Customer should reasonably consider a trade secret or otherwise confidential. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Customer’s possession at the time of disclosure; (ii) is independently developed by Customer without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Customer’s improper action or inaction; or (iv) is approved for release in writing by LA. Customer is on notice that the Confidential Information may include LA’s valuable trade secrets.
7.1 Nondisclosure .
(a) Customer will not use Confidential Information for any purpose other than as specified and agreed by LA at the time of LA’s disclosure (the “Purpose”).
(b) Customer: (i) will not disclose Confidential Information to any employee or contractor of Customer unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with Customer with terms no less restrictive than those of this Section 7.1; and (ii) will not disclose Confidential Information to any other third party without LA’s prior written consent.
(c) Customer will protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Customer will promptly notify LA of any misuse or misappropriation of Confidential Information that comes to Customer’s attention.
(d) Notwithstanding the foregoing, Customer may disclose Confidential Information as required by applicable law or by proper legal or governmental authority; however, in such circumstances. Customer will give LA prompt notice of any such legal or governmental demand, and reasonably cooperate with LA in any effort to seek a protective order or otherwise to contest such required disclosure, at LA’s expense.
7.2 Termination & Return. With respect to each item of Confidential Information, the obligations of Section
7.1 above (Nondisclosure) will terminate two (2) years after the date of disclosure; provided that such obligations related to Confidential Information constituting LA’s trade secrets will continue so long as such information remains subject to trade secret protection pursuant to applicable law. Upon termination of this Agreement, Customer will destroy LA’s Confidential Information in its possession or control.
7.3 Injunction. Customer agrees that: (a) no adequate remedy exists at law if it breaches any of its obligations in this Article 7; (b) it would be difficult to determine the damages resulting from its breach of this Article7, and such breach would cause irreparable harm to LA; and (iii) a grant of injunctive relief provides the best remedy for any such breach, without any requirement that LA prove actual damage or post a bond or other security. Customer waives any opposition to such injunctive relief or any right to such proof, bond, or other security. This Section 7.3does not limit either party’s right to injunctive relief for breaches not listed.
7.4 Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. LA will retain all right, title, and interest in and to all Confidential Information.
8.1 From LA.
(a) LA represents and warrants that it is the owner of the LA Platform and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights to use the LA Platform set forth in this Agreement without the further consent of any third party. LA’s representations and warranties in the preceding sentence do not apply to use of the LA Platform in combination with hardware or software not provided by LA, including Large Language Models.
(b) In case of breach of the warranty above in this Section 8.1(a), LA, at its own expense, will promptly:
i. secure for Customer the right to continue using the LA Platform;
ii. replace or modify the LA Platform to make it non-infringing; or
iii. if such remedies are not commercially practical in LA’s reasonable opinion, refund the fees paid for the LA Platform for every month remaining in the then-current Term or the outstanding credits following the date after which Customer access to the LA Platform ceases as a result of such breach of warranty.
(c) If LA exercises its rights pursuant to Subsection 8.1(b) above, Customer will promptly cease all use of the LA Platform and all reproduction and use of the Documentation and erase all copies in its possession or control. This Section 8.1, in conjunction with Customer’s right to terminate this Agreement where applicable, states Customer’s sole remedy and LA’s entire liability for breach of the warranty above in this Section 8.1.
8.2 From Customer. Customer represents and warrants that:
(a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement;
(b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the LA Platform; and
(c) it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law.
8.3 Disclaimers.
(a) Except to the extent set forth in Section 8.1 above, CUSTOMER ACCEPTS THE LA PLATFORM “AS IS,” WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
(b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (A) LA HAS NO OBLIGATION TO INDEMNIFY OR DEFEND CUSTOMER OR USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (B) LA DOES NOT REPRESENT OR WARRANT THAT THE LA PLATFORM WILL PRODUCE ACCURATE OR RELEVANT CONTENT FOR THE CUSTOMER, OR OTHERWISE PERFORM WITHOUT INTERRUPTION OR ERROR; (C) LA DOES NOT REPRESENT OR WARRANT THAT THE LA PLATFORM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION, OR THAT CUSTOMER USAGE DATA WILL REMAIN PRIVATE OR SECURE, (D) LA DOES NOT REPRESENT THAT THE AI OUTPUTS GENERATED BY THE LA PLATFORM WILL BE SATISFACTORY IN ANY WAY TO CUSTOMER; AND (E) LA HAS NO CONTROL OVER THE LARGE LANGUAGE MODELS IT USES, OR THE CONTINUED AVAILABILITY OF ANY LARGE LANGUAGE MODEL.
(c) THE OUTPUT PROVIDED THROUGH OR IN CONNECTION WITH THE LA PLATFORM IS INTENDED TO PROVIDE PRACTICAL AND USEFUL INFORMATION ON THE SUBJECT MATTER COVERED. WHILE SUCH OUTPUT MAY CONCERN ISSUES RELATED TO LEGAL SERVICES OR DOCUMENTS, SUCH CONTENT IS NOT FORMAL LEGAL ADVICE. CUSTOMER WILL NOT RELY ON ANY OUTPUT OF THE LA PLATFORM WITHOUT SEEKING THE ADVICE OF,AND/OR VETTING ANY OUTPUT THROUGH,ADULY LICENSED AND QUALIFIED LAWYER IN THE APPLICABLE SUBJECT MATTER AND JURISDICTION. LA EXPRESSLY DISCLAIMS ALL LIABILITY IN RESPECT OF ACTIONS TAKEN OR NOT TAKEN BASED ON ANY CONTENT OF OR IN CONNECTION WITH THE SERVICES.LA’S PROVISION OF THE SERVICES, INCLUDING ALL OUTPUT FROM THE LA PLATFORM, ARE FOR GENERAL INFORMATIONAL PURPOSES ONLY. CUSTOMER ACKNOWLEDGES AND AGREES THAT THEY DO NOT, AND ARE NOT INTENDED TO, CONSTITUTE FORMAL LEGAL ADVICE.
(d) CUSTOMER UNDERSTANDS THAT IT, AND ITS END USERS, ARE RESPONSIBLE FOR ALL DECISIONS MADE, ACTIONS TAKEN, AND FAILURES TO TAKE ACTION BASED ON CUSTOMER’S USE OF THE LA PLATFORM, WHICH USES LARGE LANGUAGE MODELS THAT GENERATE PREDICTIONS BASED ON PATTERNS IN DATA. OUTPUT GENERATED BY LARGE LANGUAGE MODELS IS PROBABILISTIC AND SHOULD BE EVALUATED FOR ACCURACY AS APPROPRIATE FOR YOUR USE CASE, INCLUDING BY ENSURING QUALIFIED LAWYER REVIEW OF SUCH OUTPUT.
9.1 Customer will defend, indemnify, and hold harmless LA and the LA Associates (as defined below) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of or related to Customer’s alleged or actual use of, misuse of, or failure to use the LA Platform, including without limitation:
(a) claims by Users or by Customer’s employees, as well as by Customer’s own customers;
(b) claims related Data Incidents (as defined below); and
(c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the LA Platform through Customer’s account, including without limitation by Customer Usage Data.
9.2 Customer’s obligations set forth in this Article 9 include, without limitation:
(a) settlement at Customer’s expense and payment of judgments finally awarded by a court of competent jurisdiction, as well as payment of court costs and other reasonable expenses; and
(b) reimbursement of reasonable legal fees incurred before Customers’ assumption of the defense (but not legal fees incurred thereafter).
9.3 If Customer fails to assume the defense on time to avoid prejudicing the defense, LA may defend the Indemnified Claim, without loss of rights pursuant to this Article 9.
9.4 LA will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it or a LA Associate admit wrongdoing or liability or subjects either of them to any ongoing affirmative obligation.
9.5 For the purposes of this Article 9:
(a) “LA Associates” are LA’s officers, directors, shareholders, parents, subsidiaries, agents, employees, consultants, successors, and assigns; and
(b) A “Data Incident” is any (i) unauthorized disclosure of, access to, or use of Customer Usage Data, including without limitation Excluded Data, or (ii) violation of Privacy/Security Law through Customer’s account. Data Incidents include, without limitation, such events caused by Customer, by LA, by Customer’s customers or other users, by hackers, and by any other third party.
10.1 Dollar Cap. LA’S CUMULATIVE LIABILTY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE CUMULATIVE SUBSCRIPTION FEES PAID OR CREDITS PURCHASED BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.
10.2 Excluded Damages. Except with regard to breaches of Article 7 (Confidential Information), IN NO EVENT WILL LA BE LIABLE FOR LOST PROFITS OR LOSS OF BUSINESS OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
10.3 Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS ARTICLE 9 APPLY TO THE BENEFIT OF LA’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND THIRD PARTY CONTRACTORS, AS WELL AS: (A) TO LIABILITY FOR NEGLIGENCE; (B) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (C) EVEN IF LA IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (D) EVEN IF CUSTOMER’S REMEDIES FAIL OF THEIR
ESSENTIAL PURPOSE.
Customer acknowledges and agrees that LA has based its pricing on and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties and damages in this Article 10 and that such terms form an essential basis of the bargain between the parties. If applicable law limits the application of the provisions of this Article 10, LA’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, LA’s liability limits and other rights set forth in this Article 10 apply likewise to LA’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.
11.1 Term. The term of this Agreement (the “Term”) will commence on the Effective Date and continue for the period set forth in the Order or, if none, for twelve (12) months. Thereafter, the Term will renew for successive 12-month periods, unless either party refuses such renewal by written notice 30 or more days before the renewal date.
11.2 Termination for Cause. Either party may terminate this Agreement for the other’s material breach by written notice specifying in detail the nature of the breach, effective in 30 days unless the other party first cures such breach, or effective immediately if the breach is not subject to cure.
11.3 Effects of Termination. Upon termination of this Agreement, Customer will cease all use of the LA Platform and delete all copies of the Documentation in its possession or control. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay Subscription Fees or credits incurred before termination; (b) Articles and Sections 6 (IP & Feedback), 7 (Confidential Information), 8.3 (Warranty Disclaimers), 9 (Indemnification), and 10(Limitation of Liability); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.
12.1 Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf.
12.2 Notices. LA may send notices pursuant to this Agreement to Customer’s email contact points provided by Customer, and such notices will be deemed received 24 hours after they are sent. Customer may send notices pursuant to this Agreement to info@legalanswers.ai and such notices will be deemed received 72 hours after they are sent.
12.3 Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, epidemics, government actions, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, government orders responding to any of the foregoing, or other causes beyond the performing party’s reasonable control.
12.4 Assignment & Successors. Customer may not assign this Agreement or any of its rights or obligations hereunder without LA’s express written consent. Any purported assignment in violation of this clause will be null and void. Except to the extent forbidden in this Section 12.4, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.
12.5 Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
12.6 No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
12.7 Choice of Law & Jurisdiction: This Agreement and all claims arising out of or related to this Agreement will be governed by the laws of the Province of Ontario and the laws of Canada applicable therein, without reference to any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties. The parties consent to the personal and exclusive jurisdiction of the courts of Ontario. This Section 12.7 governs all claims arising out of or related to this Agreement, including without limitation tort claims.
12.8 Conflicts. In the event of any conflict between this Agreement and any LA policy posted online, the terms of this Agreement will govern.
12.9 Technology Export. Customer will not: (a) permit any third party to access or use the LA Platform in violation of any U.S. law or regulation; or (b) export any software provided by LA or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Customer will not permit any third party to access or use the LA Platform in, or export such software to, a country subject to a United States embargo.
10.10 Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.
12.11 Amendment. LA may amend this Agreement from time to time by posting an amended version at its website and sending Customer written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives LA written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of Customer’s next Term following the Proposed Amendment Date (unless Customer first terminates this Agreement pursuant to Article 11, Term & Termination). Customer’s continued use of the Service following the effective date of an amendment will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party. LA may revise the Privacy Policy at any time by posting a new version of either at its website, and such new version will become effective on the date it is posted; provided if such amendment materially reduces Customer’s rights or protections, notice and consent will be subject to the requirements above in this Section 12.11.