Licensee’s use of the AI Legal Intake is subject to the terms of the Services Agreement between Litify and Licensee (the “Services Agreement”) as well as the following additional terms (these “AI Legal Intake Terms”). To the extent there is a conflict between the terms of the Services Agreement and the AI Legal Intake Terms, as it relates to Licensee’s use of the AI Legal Intake, the AI Legal Intake Terms shall prevail.
Any capitalized terms used herein but not defined in these AI Legal Intake Terms shall have the meanings set forth in the Services Agreement.
“AI Legal Intake” shall mean Litify’s legal intake software which is powered by OpenAI technology.
“Data Protection Laws” shall mean the data privacy and security laws and regulations of any jurisdiction applicable to Litify’s processing of Licensee Data in connection with Licensee’s use of the AI Legal Intake.
“Input” shall mean input provided by Licensee and its end users to be processed by the AI Legal Intake.
“Output” shall mean the output generated and returned by the AI Legal Intake based on the Input.
“Licensee Content” shall mean collectively the Input and Output.
“OpenAI Policies” shall mean those safety and usage guidelines provided at https://beta.openai.com/docs/usage-policies (or any successor URL), terms applicable to particular services provided at https://openai.com/api/policies/service-terms/ (or any successor URL) and other requirements provided by OpenAI.
“OpenAI” shall mean OpenAI, LLC.
2.1 Ownership and Use of Content.As between the parties and to the extent permitted by applicable law, Licensee owns all Licensee Content, subject to Section 7.1 of the Services Agreement with respect to the use of anonymized, aggregated data. Litify and its licensors will only use Licensee Content as necessary to provide and maintain the AI Legal Intake and related services for Licensee, comply with applicable law, and enforce OpenAI Policies relating to safety. Licensee will ensure that the use of Licensee Content will not violate any applicable law or OpenAI Policies. Licensee is solely responsible for the development, content, operation, maintenance, and use of Licensee Content.
2.2 Similarity of Output. Licensee acknowledges that due to the nature of machine learning, Output may not be unique and the OpenAI artificial intelligence and machine learning models may generate the same or similar content for OpenAI or other third parties, in each case independent of the Input (“Similar Content”). Similar Content will not be considered Licensee Content.
3. Customer Obligations
3.1 Responsibilities. Licensee acknowledges that the AI Legal Intake has been developed by Litify and is powered by OpenAI technology. Notwithstanding the foregoing, the AI Legal Intake is in no other way affiliated with, endorsed or sponsored by OpenAI and these AI Legal Intake Terms constitute an agreement between Licensee and Litify only, and not OpenAI. To the maximum extent permissible by law, Licensee assumes all responsibility for its, and its end users’, use of the AI Legal Intake including without limitation conducting appropriate testing and making a determination that the AI Legal Intake can be utilized in compliance with applicable laws, these AI Legal Intake Terms including without limitation the OpenAI Policies, and the Services Agreement.
3.2 Representations and Warranties. Licensee represents and warrants that Licensee (a) has reviewed these AI Legal Intake Terms including without limitation the OpenAI Policies which are incorporated by reference herein; and (b) shall not use the AI Legal Intake in any way that would violate any applicable laws, these AI Legal Intake Terms including without limitation the OpenAI Policies, or the Services Agreement and that it will notify Litify immediately regarding any use of which it becomes aware that would violate any applicable laws, these AI Legal Intake Terms including without limitation the OpenAI Policies, or the Services Agreement.
3.3 Restrictions. Licensee will not, and will not permit any third party to: (i) use the AI Legal Intake in a manner that violates any applicable laws or OpenAI Policies; (ii) use the AI Legal Intake or Licensee Content in a manner that infringes, misappropriates or otherwise violates any party’s intellectual property rights; (iii) modify or create derivative works of the AI Legal Intake; (iv) reverse assemble, reverse compile, decompile, translate, engage in model extraction or stealing attacks, or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the AI Legal Intake (except to the extent such restrictions are contrary to applicable law); (v) use the AI Legal Intake or Output to develop or train artificial intelligence or machine learning systems; (vi) use any method to extract data from the AI Legal Intake other than as permitted through the ordinary usage of the AI Legal Intake; (vii) send Licensor any personal information of children under 13 or the applicable age of digital consent; or (viii) buy, sell, or transfer any API keys associated with the AI Legal Intake from, to or with a third party without Licensor’s prior written consent.
4.1 Data Processing. To the extent Licensee Data constitutes “personal information,” “personal data,” “personally identifiable information,” or similar term under Data Protection Laws and Litify’s processing of such Licensee Data is subject to Data Protection Law, Litify shall process such Licensee Data in accordance with the Data Processing Addendum (“DPA”).
Solely as it relates to Licensee’s use of the AI Legal Intake, Section 6 of the Services Agreement is superseded and replaced with the following subsections 5.1 through 5.3:
5.1 Intellectual Property Indemnity. Litify agrees to indemnify, defend, and hold harmless Licensee against any liabilities, damages and costs (including reasonable attorneys’ fees) payable to a third party arising out of a third party claim alleging that the AI Legal Intake infringes any third party intellectual property right. Litify will have no obligation for any claim to the extent based upon (i) unauthorized use of the AI Legal Intake or breach of these AI Legal Intake Terms or the Services Agreement by Licensee, (ii) combination of the AI Legal Intake with products, services, or software not provided by or on behalf of Litify, (iii) modification of the AI Legal Intake by any party other than Litify, (iv) the Licensee Content, or (v) Licensee’s failure to comply with laws, regulations, or industry standards applicable to Licensee (collectively, the “Excluded Claims”). If Litify reasonably believes that all or any portion of the AI Legal Intake, or the use thereof, is likely to become the subject of any infringement claim, suit or proceeding (an “Infringement Claim”), Litify (x) will procure, at Litify’s expense, the right for Licensee to continue using the AI Legal Intake in accordance with the terms hereof, (y) will replace or modify the AI Legal Intake to make it non-infringing, or (z), in the event the preceding (x) and (y) are infeasible or not commercially practicable, Litify may, in its sole discretion, terminate the Services Agreement to the extent applicable to Licensee’s use of the AI Legal Intake upon written notice to Licensee and refund to Licensee any prepaid and unused amounts for use of the AI Legal Intake. In the event of an Infringement Claim, Licensee will promptly comply with all reasonable instructions provided by Litify with respect to (x) through (y) above, including any instruction to replace, modify, or cease use of the AI Legal Intake.
5.2 Licensee’s Indemnity. Licensee agrees to indemnify, defend, and hold harmless Litify against liabilities, damages and costs (including reasonable attorneys’ fees) payable to a third party arising out of (i) any Excluded Claims, (ii) Licensee’s breach of these AI Legal Intake Terms including without limitation the OpenAI Policies, or the Services Agreement, or (iii) Licensee’s relationship with end users of the AI Legal Intake including without limitation any claim made against Licensor or its licensors by an end user.
5.3 Indemnification Procedures. A party seeking indemnity shall provide the indemnifying party with prompt written notice upon becoming aware of any claim, reasonable cooperation in the defense of or investigation of the claim, and allow the indemnifying party sole control of defense and settlement of the claim, provided that the party seeking indemnity is entitled to participate in its own defense at its sole expense. The indemnifying party shall not enter into any settlement or compromise of any such claim without prior written consent of the other party, which shall not be unreasonably withheld, except that the indemnifying party may without such consent enter into any settlement of a claim that resolves the claim without liability to the other party and without impairment to any of the other party’s rights or requiring the other party to make any admission of liability.
6. Limitation of Liability
Solely as it relates to Licensee’s use of the AI Legal Intake, Section 8(a) of the Services Agreement is superseded and replaced with the following subsection 7.1:
6.1 THE AGGREGATE LIABILITY OF LICENSOR AND ITS AFFILIATES TO LICENSEE AND ITS AFFILIATES SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY LICENSEE TO LICENSOR SOLELY RELATING LICENSEE’S USE OF THE AI LEGAL INTAKE (AND NOT ANY OTHER LITIFY SOFTWARE) DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO SUCH LIABILITY; THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
7.1 Each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to a U.S. company, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. Licensee represents and warrants that Licensee and its financial institutions are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority (collectively, “Restricted Lists”). Without limiting the foregoing, the AI Legal Intake may not be used in or for the benefit of, or exported or re-exported into US embargoed countries or to anyone on any Restricted List, and Licensee will exclude, control, screen or limit (i) the regions from which Licensee end users may access or use the AI Legal Intake, and (ii) the persons or organizations who are Licensee end users accessing the AI Legal Intake, to comply with all applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements or obligations to know end users directly. Litify is not responsible for and does not have the means to know Licensee end users.