BriefCatch Master Terms

Updated: March 13, 2024

1. MASTER 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 herein 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, in order 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. 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 any software, documentation or data related to the Services (“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; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
   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.
4. 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 with respect to any information after five (5) 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. c. 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. Notwithstanding anything to the contrary, Company shall have the right to 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 herein.
5. PRICING CONFIDENTIALITY
   1. This Agreement, any and 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 hereunder to have any such information, which measures shall include the highest degree of care that it utilizes to protect its own confidential information of a similar nature.
6. 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 thirty (30) days prior to the end of the then-current Term.
   2. In addition to any other remedies it may have, either party may terminate this Agreement upon thirty (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 up to and including 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.
7. PUBLICITY
   1. Company shall have the right to use Customer’s name, logo, and related trademarks (“Customer Trademarks”) for promotional purposes. This includes the display of Customer Trademarks on Company’s website, in marketing materials, and verbally in communications with prospective customers. Company’s use of Customer Trademarks will be in a manner representative of the Customer’s engagement with the Company’s products or services. This right is granted in a non-exclusive, royalty-free manner and is intended to showcase Customer as representative of Company’s clientele.
   2. Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.
8. WARRANTY AND DISCLAIMER
   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 e-mail of any scheduled service disruption. HOWEVER, 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.
9. INDEMNITY
   1. Company shall 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, due to 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 foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder 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 (i) THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE ONE (1) MONTH PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY IN THE CASE OF CUSTOMERS THAT PAY MONTHLY, OR (ii) 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 FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
    3. THE LIABILITIES LIMITED BY THIS ARTICLE 10 APPLY (i) TO LIABILITY FOR NEGLIGENCE; (ii) REGARDLESS OF THE CAUSE OF ACTION; (iii) EVEN IF COMPANY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (iv) EVEN IF CUSTOMER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
11. DATA SECURITY
    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. 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. Privacy Policy available at https://briefcatch.com/privacy-policy.
       2. End User License Agreement available at https://briefcatch.com/eula.
       3. Service Level Agreement available at https://briefcatch.com/sla.
       4. 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 a writing signed by both parties, except as otherwise provided herein.
    3. No agency, partnership, joint venture, or employment is created as a result 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 be entitled 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 e-mail; 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.