BriefCatch Master Terms of Use

Updated: November 11, 2024

1. SCOPE OF MASTER SERVICES AGREEMENT
   1. This BriefCatch Master Services Agreement (this “Agreement”) is entered into between LawCatch, Inc., dba BriefCatch (“Company”), and Customer (as defined below). Company and Customer intend that this Agreement shall govern Customer’s use of and access to all products and services (the “Services”) made available by Company to Customer during the term of this Agreement. Company and Customer may from time to time enter into written addenda to this Agreement to add Services as well as other agreed terms and provisions.
   2. The term “Customer,” as used here, means either an individual or a legal entity that enters into this Agreement with Company.
2. SERVICES, FEES, AND PAYMENT
   1. The specific Services that Customer is subscribing to are as described in in an order form or online order (in either case, an “Order Form”) that is agreed to by Customer. Each Order Form is subject to and governed by this Agreement.
   2. Fees for the Services (“Fees”) are as specified in the Order Form.
   3. Customer will pay Company the Fees in accordance with the Order Form. Company reserves the right to change the Fees or applicable charges and to institute new Fees at the end of the initial term specified in the Order Form or any renewal term (the “Term”) upon 30 days’ prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
   4. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. Customers shall be responsible for all taxes associated with the Services other than U.S. taxes based on Company’s net income.
3. GRANT OF LICENSE
   1. Subject to the terms of this Agreement, Company grants Customer a non-exclusive, non-sublicensable, non-transferable license to use the Services and any Services-related software, documentation or data (“Software”) during the Term on up to two devices that are either (i) owned by a Customer authorized user or (ii) owned by Customer and assigned to a Customer authorized user. 
   2. Customer and its authorized users are prohibited from sharing any license keys relating to the Software with any third party without express written permission from Company.
   3. Customer acknowledges and agrees that the Services and Software are provided under license, and not sold, to Customer. Customer does not acquire any ownership interest in the Services or Software under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement.
4. RESTRICTIONS AND RESPONSIBILITIES
   1. Customer must not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or the Software; modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for time sharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels. 
   2. Customer must not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof, in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.
   3. Customer represents, covenants, and warrants that Customer will use the Services in compliance with applicable laws and regulations. Although Company has no duty to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
   4. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including, but not limited to, administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
   5. Customer must ensure compliance with all laws in Customer’s jurisdiction applicable to Customer’s use of the Services. In particular, Customer is responsible for ensuring that uploaded content does not infringe the intellectual property rights of any third party.
   6. The Services are not intended for processing confidential or personal data. Customer is solely responsible for the accuracy of third-party content or other input into the Services.
5. CONFIDENTIALITY; PROPRIETARY RIGHTS
   1. Each party (“Receiving Party”) understands that the other party (“Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information about features, functionality and performance of the Services. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Content”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply to any information after five years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
   2. Customer owns all right, title and interest in and to the Customer Content, as well as any data that is based on or derived from the Customer Content and provided to Customer as part of the Services. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content.
   3. Customer hereby grants to Company, its affiliates, and applicable contractors and subcontractors, a non-exclusive, irrevocable, worldwide, royalty-free, fully paid-up, and fully sublicensable right and license to use, store, copy, host, transmit and display the Customer Content to provide the Services and ensure proper operation thereof in accordance with this Agreement. Customer represents and warrants to Company that it has all rights necessary to grant the rights and licenses granted to Company under this Agreement.
   4. Company owns and retains all right, title and interest in and to (i) the Services and Software, and all improvements, enhancements or modifications thereto, (ii) any software, applications, inventions or other technology developed in connection with implementation services or support provided to Customer, and (iii) all intellectual property rights related to any of the foregoing.
   5. Customer shall use commercially reasonable efforts to safeguard the Services and Software (including all copies of Software) from infringement, misappropriation, theft, misuse, or unauthorized access. Customer shall promptly notify Company if Customer becomes aware of any infringement of Company’s intellectual property rights in the Services or Software and fully cooperate with Company in any legal action taken by Company to enforce its intellectual property rights.
   6. Notwithstanding anything to the contrary, Company may collect and analyze data and other information relating to the provision, use, and performance of the Services and related systems and technologies (including, without limitation, information concerning Customer Content and data derived therefrom), and Customer grants to Company the right (during and after the Term) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth here.
6. PRICING CONFIDENTIALITY
   1. This Agreement, all pricing and discounts contained herein, and any related proposals or correspondence between Customer and Company shall be considered confidential information. Customer agrees to hold such information in strict confidence and not to disclose it to any third parties. Customer agrees to take all reasonable measures to protect the confidentiality of and avoid disclosure or use of such confidential information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this provision to have any such information, which measures shall include the highest degree of care that it uses to protect its own confidential information of a similar nature.
7. TERM AND TERMINATION
   1. Subject to earlier termination as provided below, this Agreement is for the Term as specified in the Order Form and shall be automatically renewed for additional periods of the same duration as the initial Term, unless either party provides written notice of nonrenewal at least 30 days before the end of the then-current Term.
   2. Together with any other remedies it may have, either party may terminate this Agreement upon 30 days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services through the last day on which the Services are provided. Customer acknowledges that Company does not store or otherwise retain Customer Content, so there is no Customer Content to provide for electronic retrieval upon termination. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
   3. Upon termination, Customer must immediately uninstall all copies of the Software and cease using it.
8. WARRANTY AND DISCLAIMERS
   1. Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption. AT THE SAME TIME, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS,” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
   2. Like any product that uses artificial intelligence to produce results, the Services are prone to making errors. Company does not guarantee that any output provided by the Services is correct, complete, or current. In using the Services, you agree not to hold Company liable for any loss or damage arising from use of, or reliance on, the output of the Services or on your adaptation or transformation of that output. All output should be reviewed prior to use to verify its accuracy and suitability for your intended use.
   3. Neither Company nor any of its subsidiaries is responsible for your input, for any output of the Services, or for your communications based in whole or in part on that output, including, but not limited to, any offensive, inappropriate, or otherwise harmful content that the Services might generate. 
   4. We reserve the right to modify any features of the Services at any time.
   5. Customer acknowledges and agrees that Customer shall not (i) rely on the Services or its suggestions and outputs as legal advice, or (ii) communicate or claim, to any third party or other person, that any part of the Services or its suggestions and outputs are legal advice.
   6. The Services may generate suggested text based on user input and in no way (i) provides legal advice nor (ii) creates an attorney-client relationship. Company’s product ClientCatch is intended to help generate draft client alerts, not legal documents. Your audience for any ClientCatch output should be advised to consult a qualified attorney for legal advice tailored to their circumstances, as ClientCatch’s output may not align with your audience’s particular needs or with evolving laws.
9. INDEMNITY
   1. Company shall indemnify, defend and hold Customer harmless from liability to third parties resulting from infringement by the Services of any United States patent or any copyright or misappropriation of any trade secret, provided Customer promptly notifies Company of any and all threats, claims, and proceedings related thereto and gives Company reasonable assistance and the opportunity to assume sole control over defense and settlement. Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Services (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Services is not strictly in accordance with this Agreement. If, based on a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (i) replace or modify the Services to be non-infringing, provided that such modification or replacement contains substantially similar features and functionality, (ii) obtain for Customer a license to continue using the Services, or (iii) if neither of the above is commercially practicable, terminate this Agreement and Customer’s rights under this agreement and provide Customer a refund of any prepaid, unused fees for the Services.
10. LIMITATION OF LIABILITY
    1. COMPANY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY IN THE CASE OF CUSTOMERS THAT PAY ANNUALLY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    3. THE LIABILITIES LIMITED BY THIS SECTION 10 DO NOT APPLY TO DAMAGES RESULTING FROM A PARTY’S (i) GROSS NEGLIGENCE, (ii) WILLFUL MISCONDUCT, OR (iii) BREACH OF CONFIDENTIALITY.
11. DATA SECURITY; PRIVACY
    1. Company will maintain appropriate physical, administrative, and technical safeguards to protect against the unauthorized accessing, use, destruction, corruption, loss, or alteration of Customer Data.
    2. Any personal information contained in Customer Data will be processed in accordance with this Agreement and applicable data protection laws. If required by applicable data protection laws, Company will enter into a data processing agreement with Customer.
12. RELATED AGREEMENTS
    1. This Agreement hereby incorporates the terms of the following related Company agreements and policies:
       1. Service Level Agreement available at https://briefcatch.com/sla.
       2. Artificial Intelligence Disclosure available at https://briefcatch.com/ai-disclosure/.
13. MISCELLANEOUS
    1. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable, or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without Customer’s consent.
    2. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. All waivers and modifications to this Agreement must be in writing and signed by both parties, except as otherwise provided herein.
    3. No agency, partnership, joint venture, or employment is created because of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.
    4. In any action or proceeding to enforce rights under this Agreement, the prevailing party will have a right to recover costs and attorneys’ fees.
    5. All notices under this Agreement will be in writing and will be deemed to have been duly given when received if personally delivered; when receipt is electronically confirmed if transmitted by facsimile or email; the day after it is sent if sent for next-day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
    6. This Agreement shall be governed by the laws of the Commonwealth of Virginia without regard to its conflict of laws provisions.
    7. No delay, failure, or default, other than a failure to pay fees when due, will breach this Agreement when caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, pandemics, or other causes beyond the performing party’s reasonable control. If the Agreement is terminated due to such a cause, the Customer shall receive a pro rata refund for the remainder of the Term.
    8. Use, duplication, or disclosure for or by the government of the United States, including any of its agencies or instrumentalities, is subject to restrictions set forth, as applicable: in subparagraphs (a) through (d) of the Commercial Computer Software-Restricted Rights clause at FAR 52.227-19; or in similar clauses in other federal regulations, including the NASA FAR supplement. The contractor or manufacturer is Company.