Terms of Service Agreement

This Terms of Service Agreement (“Agreement”) is between The Simple Associate, Inc., d/b/a Briefpoint (“Briefpoint”) and Customer (as defined in the Order, Invoice, or Online Payment Processor). This Agreement allows Customer to purchase access to certain of Briefpoint’s services as specified under the order executed by the parties that references this Agreement, or if no order form is executed, the invoice sent to the Customer, or if no invoices are provided, the terms selected by Customer upon checkout when the Customer opts to purchase the Services using Briefpoint's online payment processor via Stripe. (the “Order”).

1. Overview

Briefpoint offers artificial intelligence-based solutions for use with routine activities related to the legal industry, including, but not limited to, litigation tasks such as discovery response and request drafting (the “Service” or “Services”).

2. Services

2.1 Service Order/Invoice

Services are purchased as stated in the Order or Invoice in the manner established for each of the Services. The Order will include the specific Services ordered by Customer, including, as applicable, the purchased Services, number of units, and the time period for which such Order applies.

2.2 Permitted Use

During a Subscription Term, subject to Customer’s compliance with the terms of this Agreement, Customer may access and use the Services only for its internal business purposes in accordance with the applicable documentation, this Agreement, and any limitations set forth in the Order.

2.3 Users

Only an employee, contractor, or client of Customer that Customer allows to use the Services on Customer’s behalf (each, a “User”), using the mechanisms designated by Briefpoint (“Log-in Credentials”), may access and use the Services. Each User must keep its Log-in Credentials confidential and not share them with anyone else. Customer shall ensure that each User abides by the terms of this Agreement. Users may have the ability to share content with other Users. Each User is responsible for ensuring that any other person with which a User shares content is authorized to access that content. Any act or omission of a User that, if undertaken by Customer, would be a breach of this Agreement shall be deemed a breach of this Agreement by Customer. Any information, data, or other materials submitted to the Service by a User is deemed Input (defined below) under this Agreement. Customer will promptly notify Briefpoint if it becomes aware of any compromise of any Log-in Credentials. Briefpoint may use, process, transmit, store, analyze, aggregate, and otherwise exploit (collectively, “Process”) Log-in Credentials in connection with Briefpoint’s provision of the Services or for Briefpoint’s internal business purposes.

2.4 Restrictions

Customer will not (and will not permit anyone else to) do any of the following:

• (a) provide access to, distribute, sell, or sublicense a Service to a third party (other than Users);
• (b) use a Service on behalf of, or to provide any product or service to, third parties;
• (c) use a Service to develop a similar or competing product or service;
• (d) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to a Service, except to the extent expressly permitted by Law (and then only with prior notice to Briefpoint);
• (e) modify or create derivative works of a Service or copy any element of a Service;
• (f) remove or obscure any proprietary notices in a Service; (g) publish benchmarks or performance information about a Service;
• (h) interfere with the operation of a Service, circumvent any access restrictions, or conduct any security or vulnerability test of a Service;
• (i) transmit any viruses or other harmful materials to a Service;
• (j) take any action that risks harm to others or to the security, availability, or integrity of a Service;
• or (k) access or use a Service in a manner that violates any Law.

In addition, Customer will comply with any policies or restrictions relevant to the use of the Service or Output that may be requested or required by a Briefpoint third-party vendor or data provider, provided that Briefpoint notifies Customer of such restrictions (which notice may be given by email to the email address associated with Customer’s account or in a notification displayed in the interface of the Service itself). Customer acknowledges that the Services are not intended to meet any legal obligations for these uses, including HIPAA requirements, and that Briefpoint is not a Business Associate as defined under HIPAA. Notwithstanding anything else in this Agreement, Briefpoint has no liability for any: (i) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (ii) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”); (iii) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standards; (iv) other information subject to regulation or protection under specific Laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations); (v) social security numbers, driver’s license numbers, or other government ID numbers; or (vi) any data similar to the above protected Laws. In addition to the restrictions set forth in this Section, Customer will use the Services in accordance with all other restrictions set forth in the Order. For the purposes of this Agreement, “Laws” means all applicable relevant local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications, and export of data.

3. Data

3.1 Input and Output

The Service may enable Users to upload, submit, or make available to the Service (including via a Third-Party Platform) prompts, data, files, materials, queries, instructions, and other external content (“Input”) for the purpose of obtaining output generated by the Service (“Output”). Customer hereby grants Briefpoint a non-exclusive, worldwide, royalty-free, fully paid, sublicensable, fully transferable, irrevocable license to Process Input and Output during the Term: (a) to provide to Customer the Service (including features thereof), and (b) to collect, derive, or generate Telemetry for business purposes, including to develop and improve Briefpoint’s products, services, and technology. Briefpoint will not disclose Input or Output to any third party, other than (i) to a Third-Party Platform in connection with the provision of the Service to Customer, (ii) to a Briefpoint service provider, or (iii) as necessary to comply with applicable laws. For purposes of this Agreement, “Telemetry” means information generated from use of the Service, such as technical logs, data, metrics, and learnings about Users’ use of the Service, but excluding any Input or Output.

3.2 Privacy Policy

Briefpoint will maintain, for as long as it Processes Input, the privacy measures set forth in Briefpoint’s privacy policy.

4. Customer Obligations

Customer is responsible for the accuracy and content of the Input, and will comply with Laws when using the Services. Customer represents and warrants that: (a) it has sufficient rights to grant the rights and licenses provided herein and it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Briefpoint to Process Input without violating or infringing Laws, third-party rights, or terms or policies that apply to the Input (including any rights of Users); and (b) the Inputs are not subject to any Laws that could impose upon Briefpoint any legal or regulatory compliance requirements or liability as a result of Briefpoint’s possession or Processing of the Inputs in accordance with this Agreement.

5. Suspension of Service

Briefpoint may immediately suspend Customer’s access to any or all of the Services if: (a) Customer breaches Section 2.4 (Restrictions) or Section 4 (Customer Obligations); (b) Customer’s account is 30 days or more overdue; (c) changes to Laws or new Laws require that Briefpoint suspend a Service or otherwise may impose additional liability on the part of Briefpoint; or (d) Customer’s actions risk harm to any of Briefpoint’s other customers or the security, availability, or integrity of a Service. Where practicable, Briefpoint will use reasonable efforts to provide Customer with prior notice of the suspension (email sufficing). If the issue that led to the suspension is resolved, Briefpoint will restore Customer’s access to the Service(s).

6. Third-Party Platforms

Use of any third-party platform, add-on, service, or product not provided by Briefpoint that Customer elects to integrate or enable for use with any Service (each, a “Third-Party Platform”) is subject to Customer’s agreement with the relevant provider and not this Agreement. Briefpoint does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with the Services or how the Third-Party Platforms or their providers use Input or Output. By enabling a Third-Party Platform to interact with the Services, Customer authorizes Briefpoint to access and exchange Input and Output with such Third-Party Platform on Customer’s behalf, and Customer represents and warrants that it possesses the necessary rights and permissions for Briefpoint to do so.

7. Commercial Terms

7.1 Subscription Term

Except as set forth in the Order, each Subscription Term will automatically renew for successive periods unless either party gives the other party notice of non-renewal at least 30 days before the current Subscription Term ends. For the purposes of this Agreement, “Subscription Term” means the period during which Customer’s subscription to access and use the Services is in effect, as identified in the Order.

7.2 Fees and Taxes

Fees for the Services are described in the Order (“Fees”). All Fees will be paid in US dollars unless otherwise provided in the Order. Fees are invoiced as described in the Order. Unless the Order provides otherwise, all Fees are due within 30 days of the invoice date. Fees for renewal Subscription Terms are at Briefpoint’s then-current rates, regardless of any discounted pricing in a prior Subscription Term. Late payments are subject to a service charge of 1.5% per month or the maximum amount allowed by Law, whichever is less. All Fees are non-refundable except as may be set out in Section 8.2 (Warranty Remedy). Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to the Order, whether domestic or foreign, other than Briefpoint’s income tax (“Taxes”). Fees are exclusive of all Taxes.

8. Warranties and Disclaimers

8.1 Limited Warranties

Briefpoint warrants to Customer that each of the Services will perform materially as described in its applicable documentation and Briefpoint will not materially decrease the overall functionality of the Service (“Performance Warranty”) during a Subscription Term (“Performance Warranty Period”).

8.2 Warranty Remedy

If Briefpoint breaches a Performance Warranty during the applicable Performance Warranty Period and Customer makes a reasonably detailed warranty claim in the manner required by Briefpoint within 30 days of discovering a breach of the Performance Warranty for the applicable Services, then Briefpoint will use reasonable efforts to correct the non-conformity. If Briefpoint cannot do so within 30 days of receipt of Customer’s warranty claim, either party may terminate the Order as it relates to the non-conforming Service. Briefpoint will then refund to Customer any pre-paid, unused Fees for the terminated portion of the applicable Subscription Term. This Section sets forth Customer’s exclusive remedy and Briefpoint’s entire liability for breach of the Performance Warranty. This warranty does not apply to: (a) issues caused by Customer’s or Users’ misuse of or unauthorized modifications to the applicable Service; (b) issues in or caused by Third-Party Platforms or other third-party systems; (c) use of the applicable Service other than according to the applicable documentation; or (d) Trials and Betas or other free or evaluation use.

8.3 Disclaimers

General. Except as expressly provided in Section 8.1 (Limited Warranties), the Services, all other Briefpoint services, and the Output are provided “AS IS”. Briefpoint, on its own behalf and on behalf of its suppliers and licensors, makes no other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, or noninfringement. Briefpoint does not warrant that Customer’s use of the Services or Output will be uninterrupted or error-free, that Briefpoint will review Input or Output for accuracy, or that it will maintain Input or Output without loss. Briefpoint is not liable for delays, failures, or problems inherent in use of the Internet and electronic communications or other systems outside Briefpoint’s control. Customer may have other statutory rights, but any statutorily required warranties will be limited to the shortest legally permitted period.

Artificial Intelligence. Customer acknowledges and agrees that: (i) the Service may produce inaccurate or erroneous Outputs; (ii) that it is Customer’s sole responsibility to verify the accuracy of any information obtained from the Service; and (iii) Customer is responsible for Customer’s own reliance on the Output. Customer acknowledges that due to the nature of the Service and artificial intelligence technologies generally, Output may not be unique and other users of the Service may receive output from the Service that is similar to the Output (and, for the avoidance of doubt, such output will not be understood to be Output hereunder). Customer understands and agrees that (1) the Service and its Output is not legal or other advice, (2) Customer will not rely on the Service or any Output as a substitute for professional advice, and (3) Customer is responsible for its own research and decision-making, and for acts and omissions Customer undertakes based on information Customer receives from the Service.

9. Term and Termination

9.1 Term

The term of this Agreement (the “Term”) starts on the effective date set forth in the Order and continues until expiration or termination of the Order.

9.2 Termination

Either party may terminate this Agreement (or the Order) upon written notice to the other party if the non-terminating party: (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after receiving notice thereof from the terminating party; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. Upon at least 14 days prior written notice, either party may terminate (i) the Order or (ii) specific Services under the Order. Unless otherwise specified in the termination notice, termination in the case of (ii) will not impact any other Services under the Order.

9.3 Effect of Termination

Upon the effective date of expiration or termination of this Agreement for any reason: (a) the Order and access to the Services will automatically terminate; and (b) all outstanding payment obligations of Customer will become due and payable immediately. Upon expiration or termination of the Order, Customer’s access to and Briefpoint’s obligations to provide the Services described in the Order will cease. Upon expiration or termination of this Agreement, Briefpoint will be under no obligation to store or retain any Input or Output and may delete the applicable Input or Output at any time in its sole discretion. Input, Output, and other Confidential Information, as defined in Section 13 (Confidentiality), may be retained in Recipient’s standard backups notwithstanding any obligation to delete the applicable Confidential Information but will remain subject to this Agreement’s confidentiality restrictions.

9.4 Survival

These Sections survive expiration or termination of this Agreement: 2.4 (Restrictions), 4 (Customer Obligations), 7.2 (Fees and Taxes), 8.3 (Disclaimers), 9.3 (Effect of Termination), 9.4 (Survival), 10 (Ownership), 11 (Limitations of Liability), 12 (Indemnification), 13 (Confidentiality), and 16 (General Terms). Except where an exclusive remedy is provided in this Agreement, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

10. Ownership

Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except as expressly provided in this Agreement, as between the parties, Customer retains all intellectual property rights and other rights in Input provided to Briefpoint. Except for Customer’s use rights in this Agreement, Briefpoint and its licensors retain all intellectual property rights and other rights in the Services, any applicable documentation, Telemetry, and Briefpoint technology, templates, formats, and dashboards, including any modifications or improvements to these items made by Briefpoint. If Customer provides Briefpoint with feedback or suggestions regarding the Services or other Briefpoint offerings, Briefpoint may use the feedback or suggestions without restriction or obligation.

11. Limitations of Liability

11.1 Consequential Damages Waiver

Except for Excluded Claims (as defined below) neither party (nor its suppliers or licensors) will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business, or any indirect, special, incidental, reliance, or consequential damages of any kind, even if informed of their possibility in advance.

11.2 Liability Cap

Except for Excluded Claims, each party’s (and its suppliers’ and licensor’s) entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid or payable by Customer to Briefpoint pursuant to this Agreement during the 12 months prior to the date on which the applicable claim giving rise to the liability arose under this Agreement.

11.3 Excluded Claims

“Excluded Claims” means: (a) claims for unpaid Fees to Briefpoint under this Agreement; (b) Customer’s breach of Sections 2.4 (Restrictions) or 4 (Customer Obligations); or (c) amounts payable to third parties under the indemnifying party’s obligations in Section 12 (Indemnification).

11.4 Nature of Claims and Failure of Essential Purpose

The waivers and limitations in this Section 11.4 (Nature of Claims and Failure of Essential Purpose) apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

12. Indemnification

Customer will defend Briefpoint from and against any third-party claim to the extent resulting from Input or Customer’s breach or alleged breach of Section 4 (Customer Obligations), and will indemnify and hold harmless Briefpoint against any damages and costs awarded against Briefpoint (including reasonable attorneys’ fees) or agreed in a settlement by Customer resulting from the claim.

13. Confidentiality

13.1 Definition

“Confidential Information” means information disclosed to the receiving party (“Recipient”) under this Agreement that is designated by the disclosing party (“Discloser”) as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Briefpoint’s Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about the Services. Customer’s Confidential Information includes Input.

13.2 Obligations

As Recipient, each party will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, including Section 3.1 (Input and Output); and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. At Discloser’s request, Recipient will delete all Confidential Information, except, in the case where Briefpoint is the Recipient, Briefpoint may retain the Customer’s Confidential Information to the extent required to continue to provide the Services. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know (including, for Briefpoint, the subcontractors referenced in Section 16.8 (Subcontractors)) (collectively, “Representatives”), provided Recipient remains responsible for its respective compliance with this Section 13 (Confidentiality) and such Representatives are bound to confidentiality obligations no less protective than this Section 13 (Confidentiality).

13.3 Exclusions

These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving party; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using Confidential Information.

13.4 Remedies

Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 13 (Confidentiality).

13.5 Required Disclosures

Nothing in this Agreement prohibits either party from making disclosures, including of Input, Output, or other Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.

14. Trials and Betas

If Customer receives access to Services or features thereof on a free or trial basis or as an alpha, beta, or early access offering (“Trials and Betas”), use is permitted only for Customer’s internal evaluation during the period designated by Briefpoint (or if not designated, 30 days). Trials and Betas are optional and either party may terminate Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete, or include features that Briefpoint may never release, and their features and performance information are Briefpoint’s Confidential Information. Notwithstanding anything else in this Agreement, Briefpoint provides no warranty or indemnity for Trials and Betas, and its liability for Trials and Betas will not exceed US$50.

15. Publicity

Neither party may publicly announce that the parties have entered into this Agreement, except with the other party’s prior consent or as required by Laws. However, Briefpoint may use the name, brand, or logo of Customer for the purpose of identifying Customer as a licensee or customer on Briefpoint’s website or in other promotional materials, or as part of a list of Briefpoint’s customers in a press release or other public relations materials; provided that Briefpoint will cease further use at Customer’s written request.

16. General Terms

16.1 Assignment

Customer may not assign or transfer this Agreement or its rights under this Agreement, in whole or in part, by operation of law or otherwise, without Briefpoint’s prior written consent. Briefpoint may assign this Agreement, and all rights granted under this Agreement, at any time without notice or consent. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.

16.2 Governing Law, Jurisdiction and Venue

This Agreement is governed by the laws of the State of California and the United States without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in San Francisco, California, and both parties submit to the personal jurisdiction of those courts.

16.3 Notices

Except as set out in this Agreement, any notice or consent under this Agreement must be in writing to the addresses on the Order and will be deemed given: (a) upon receipt if by personal delivery; (b) upon receipt if by certified or registered U.S. mail (return receipt requested); or (c) one day after dispatch if by a commercial overnight delivery service. Notices may not be sent via email unless otherwise expressly permitted elsewhere in this Agreement. Either party may update its address with notice to the other party. Briefpoint may also send operational notices to Customer by email or through the Services.

16.4 Entire Agreement

This Agreement (which includes the Order, exhibits, and the applicable policies) is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. The Order may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.

16.5 Amendments

Briefpoint may modify this Agreement from time to time with notice to Customer. Modifications take effect at Customer’s next Subscription Term or Order unless Briefpoint indicates an earlier effective date. If Briefpoint requires modifications with an earlier effective date and Customer objects, Customer’s exclusive remedy is to terminate this Agreement with notice to Briefpoint, in which case Briefpoint will provide Customer a refund of any pre-paid Fees for the terminated portion of the current Subscription Term. To exercise this termination right, Customer must notify Briefpoint of its objections within 30 days after Briefpoint’s notice of the modified Agreement. Once the modified Agreement takes effect Customer’s continued use of the Service constitutes its acceptance of the modifications. Briefpoint may require Customer to click to accept the modified Agreement. The terms in any Customer purchase order or business form will not amend or modify this Agreement and are expressly rejected by Briefpoint; any of these Customer documents are for administrative purposes only and have no legal effect on this Agreement.

16.6 Waivers and Severability

Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal, or unenforceable, it will be limited to the minimum extent necessary so that the rest of this Agreement remains in effect.

16.7 Force Majeure

Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster (“Force Majeure Events”).

16.8 Subcontractors

Briefpoint may use subcontractors and permit them to exercise Briefpoint’s rights, but Briefpoint remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.

16.9 Independent Contractors

The parties are independent contractors, not agents, partners, or joint venturers.

16.10 Export

Customer will comply with all relevant U.S. and foreign export and import Laws in using any Service. Customer: (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; (b) agrees not to access or use Services in violation of any U.S. export embargo, prohibition, or restriction; and (c) will not submit to the Services any information controlled under the U.S. International Traffic in Arms Regulations.

16.11 Government End-Users

Elements of the Services are commercial computer software. If the User or licensee of the Services is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Services were developed fully at private expense. All other use is prohibited.

16.12 Conflicts in Interpretation

If there are inconsistencies or conflicts between the terms of the body of this Agreement and the terms of any exhibits, attachments, addenda, applicable policies, and other documents attached to or incorporated by reference in this Agreement, the order of precedence is as follows: (a) the terms contained in the body of this Agreement; (b) the terms contained in the Order; (c) the terms of the exhibits, attachments, addenda, and applicable policies to this Agreement; and (d) the applicable documentation.