Terms of Service

1. INTRODUCTION

1.1 Applicable Parties

These End User Terms of Service ("Terms") govern your access to and use of the services provided by GetCounsel, Inc. ("GetCounsel," "we," "us," or "our") to authorized end users ("End Users," "you," or "your") of organizations who subscribe to our services ("Subscribers"). By accessing or using our services ("Services"), you agree to be bound by these Terms, as well as the associated Privacy Policy (Exhibit A) and Subprocessor List (Exhibit B), which are incorporated herein by reference.

1.2 Service Description

GetCounsel is an AI-based legal research platform that provides tools for lawyers through its optional client interface for lawyers' clients. It is a research service and does not provide legal services directly to end users. GetCounsel is not an attorney and does not provide legal advice. All users must rely on licensed lawyers for legal advice and interpretation of information obtained through the platform. For more details on how we handle your data and subprocessors, please refer to the Privacy Policy (Exhibit A) and Subprocessor List (Exhibit B).

2. ACCOUNT REGISTRATION AND SECURITY

2.1 Account Creation

You may be required to create an account to access our services. During the registration process, you agree to provide accurate, current, and complete information and to update it as necessary.

2.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and all activities under your account. You agree to notify us immediately of any unauthorized access to or use of your account. You may not use a third party's account, username, or password at any time. GetCounsel shall not be liable for any losses you incur due to someone else's use of your account or password, either with or without your knowledge.

2.3 Account Types

GetCounsel offers two types of accounts:

3. USE OF SERVICES

3.1 License

Subject to your compliance with these Terms, GetCounsel grants you a limited, non-exclusive, non-transferable, and revocable license to access and use our Services for your internal business purposes.

3.2 Restrictions

You shall not:

• Modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, or services obtained from our Services
• Use our Services for any unlawful purpose or in violation of any applicable laws or regulations
• Interfere with or disrupt the integrity or performance of our Services or the data contained therein
• Attempt to gain unauthorized access to our Services or related systems or networks
• Permit direct or indirect access to or use of our Services in a way that circumvents a contractual usage limit
• Use the Services for benchmarking or to compile information for a product or service
• Access or use the Services for the purpose of developing or operating products or services intended to be offered to third parties in competition with GetCounsel
• Allow access to your Account by a direct competitor of GetCounsel
• Frame the Service, place pop-up windows over its pages, or otherwise affect the display of its pages
• Access or use the Account of another Customer without permission
• Introduce or upload anything to the Services that contains viruses, malware, spyware, worms, or other malicious or harmful code
• Engage in any activity that could disable, overburden, or impair the proper working of the Services

3.3 Subscriber Agreement

Your access to and use of our Services may be subject to additional terms and conditions outlined in the agreement between GetCounsel and the Subscriber who authorized your access ("Subscriber Agreement"). In the event of a conflict between these Terms and the Subscriber Agreement, the Subscriber Agreement shall control.

3.4 Non-Attorney and Attorney Users

Both non-attorney and attorney users must agree that any legal research obtained from the platform must be reviewed and verified by a licensed attorney. Users acknowledge that legal advice cannot be derived solely from the platform, as software is not licensed for legal services and AI may produce inaccurate information, known as "hallucinations." Non-attorney users are prohibited from relying on the platform as a form of legal advice in itself. Attorney users also agree not to rely on GetCounsel as a legal advisor, or anything tantamount to a law partner, paralegal or substitute for original case research, particularly in litigation settings.

3.5 Beta Services

GetCounsel's current products and services are considered beta services ("Beta Services"). Beta Services are available on an "as is" and "as available" basis for evaluation purposes only. Beta Services may contain bugs, errors, and other issues, including the possibility of hallucinations.

By using our Beta Services, you acknowledge and agree that:

• The Beta Services may not be fully functional and may contain defects, errors, bugs, and hallucinations
• We do not guarantee the performance, reliability, availability, security, or accuracy of Beta Services
• Beta Services may be modified, suspended, or discontinued at any time without notice
• We are not obligated to release a final version of any Beta Service
• You use Beta Services at your own risk and should not rely on them for any production or business-critical purposes
• Any data or customizations you create within a Beta Service may be lost or incompatible with future versions
• We welcome feedback on Beta Services, but we are not obligated to act on any feedback received

By using our Beta Services, you acknowledge that subprocessors listed in the Subprocessor List (Exhibit B) may be involved in delivering these services. Subprocessors are subject to the same data protection standards as outlined in our Privacy Policy (Exhibit A).

4. INTELLECTUAL PROPERTY

4.1 Ownership

GetCounsel and its licensors own all right, title, and interests in and to our Services, including all intellectual property rights therein. These Terms do not grant you any rights to use our trademarks, logos, domain names, or other brand features.

4.2 Client Work Product

All work products generated by clients using the GetCounsel platform belong to the client. However, the underlying software-as-a-service (SaaS) platform and its functionality remain the property of GetCounsel.

4.3 Feedback

If you provide any feedback, suggestions, or ideas regarding our Services, you grant us a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate such feedback into our Services.

5. PRIVACY AND DATA USAGE

5.1 Commitment to Privacy

GetCounsel is committed to protecting the privacy and confidentiality of all user and client data. This section outlines how data is collected, used, stored, and protected in compliance with applicable laws and regulations. For detailed information, please refer to our Privacy Policy (Exhibit A), which is incorporated into these Terms by reference.

5.2 Data Handling Practices

• User Data: Data provided by users, including account information and usage data, is processed solely for the purpose of delivering and improving the Services.
• Client Data: Data submitted by lawyers or their clients through the platform is processed exclusively to facilitate the intended legal services. GetCounsel does not access, use, or disclose client data for any purpose other than providing the Services.

5.3 No AI Training on User Data

GetCounsel does not use any user or client data to train, improve, or refine its AI models, including the LLM pipeline. All AI-generated outputs are based solely on the platform's pre-trained models and do not incorporate user-specific data.

5.4 Data Ownership

Users retain full ownership of all data submitted to the platform. GetCounsel acts as a processor of this data and does not claim any ownership rights over it.

5.5 Data Security

GetCounsel employs industry-standard security measures to protect user and client data from unauthorized access, disclosure, or misuse. These measures include encryption, access controls, and regular security audits.

5.6 Compliance with Data Protection Laws

GetCounsel complies with all applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA). Users have the right to access, correct, or delete their data as permitted by law.

5.7 Data Sharing and Subprocessors

GetCounsel may engage third-party subprocessors to assist in delivering the Services. A list of subprocessors, including their roles and locations, is available upon request. All subprocessors are contractually obligated to adhere to the same data protection standards as GetCounsel.

5.8 Data Backup and Retention

Users are responsible for maintaining backups of their data. GetCounsel retains user and client data only for as long as necessary to provide the Services or as required by law.

5.9 Additional Information

For more details on how we handle your data, please review our Privacy Policy (Exhibit A) and Subprocessor List (Exhibit B), which are incorporated into these Terms by reference.

5.10 Google User Data

If you connect your Google account, we may access Gmail metadata and related information via Google APIs, with your consent, to provide requested features. We use and transfer this data only as described in our Privacy Policy and in compliance with the Google API Services User Data Policy, including its Limited Use requirements.

6. FORCE MAJEURE

Neither party will be liable for any failure or delay in the performance of its obligations under these Terms (except for the payment of money owed) due to causes beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, and internet connectivity. The party affected by the force majeure event will notify the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable.

7. USER CONTENT AND DATA

7.1 Ownership

All content and data submitted by users and attorneys through the GetCounsel platform belongs to them, subject to the license granted to GetCounsel to provide and improve the Services.

7.2 User Responsibilities

You warrant that you have all necessary rights to submit any content or data to the platform and that such submission does not violate any laws or third-party rights.

7.3 Prohibited Uses

The platform may not be used for any illegal or criminal endeavors, including but not limited to:

• Money laundering or terrorist financing
• Fraud or misrepresentation of legal services
• Unauthorized practice of law
• Violation of attorney-client privilege
• Infringement of intellectual property rights
• Harassment or discrimination
• Creation or distribution of malicious legal documents

7.4 User Comments and Feedback

If you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, "Comments"), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate, and otherwise use in any medium any Comments that you forward to us. We are and shall be under no obligation (1) to maintain any Comments in confidence; (2) to pay compensation for any Comments; or (3) to respond to any Comments.

8-25. ADDITIONAL TERMS

For the complete Terms of Service including sections on Export Control Compliance, Modification of Services, Survival of Terms, No Third-Party Beneficiaries, Time Limitation on Claims, Acknowledgment of AI Limitations, Data Backup, State Registration and Compliance, Severability, Electronic Communications, API Usage, Class Action Waiver and Dispute Resolution, Disclaimer of Warranties and Limitation of Liability, Indemnification, General Provisions, Attorney-Client Privilege and Confidentiality, Changes to Terms of Service, and Consumer Complaints, please contact us at the address below.

CONTACT INFORMATION