Terms of Service

Cedent AI, Inc. Last Updated: September 1, 2026 Version 2.0

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PLEASE READ THESE TERMS CAREFULLY

Cedent is a software tool for licensed attorneys. Cedent is not a law firm, does not practice law, and does not provide legal advice. Everything Cedent produces — including drafts, summaries, extracted facts, proposed tasks, and calculated deadlines — is a proposal for your review, not a work product you may rely on without independent verification. You remain fully and solely responsible for all legal work performed for your clients. Section 9 and the AI and Professional Responsibility Addendum explain this in detail, and they are the most important parts of this Agreement.

These Terms contain a limitation of liability (Section 19) capping our total liability at the fees you paid in the preceding twelve months; a waiver of jury trial and class actions (Section 22.2); an automatically renewing paid subscription that begins when your free trial ends (Sections 4.2 and 5.3); and specific disclaimers about calculated deadlines (Section 9.3) and Court Forms signed under penalty of perjury (Section 9.4).

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1. Agreement and Acceptance

1.1 The Agreement

These Terms of Service (the “Terms”) are a binding contract between Cedent AI, Inc., a Delaware corporation (“Cedent,” “we,” “us,” or “our”), and the law firm, professional corporation, or sole practitioner that creates an account for the Service (“Customer,” “you,” or “your”).

These Terms incorporate by reference, and you agree to, each of the following, which together with these Terms form the “Agreement”:

If these Terms conflict with the DPA, the DPA controls as to the processing of Matter Data. If these Terms conflict with the AI Addendum, the AI Addendum controls as to AI Outputs.

1.2 Acceptance

You accept this Agreement by clicking “I agree” (or similar), by creating an account, or by accessing or using the Service. If you do not agree, do not use the Service.

1.3 Authority to Bind — Important

The Service is licensed to a firm, not to an individual. By accepting this Agreement, the individual accepting it represents and warrants that:

• (a) they are at least 18 years old;
• (b) they are an attorney licensed and in good standing in at least one U.S. jurisdiction, or an authorized employee or agent of a firm at which at least one such attorney practices;
• (c) they have full legal authority to bind the Customer to this Agreement; and
• (d) the Customer is a law firm, professional corporation, sole proprietorship engaged in the practice of law, or other entity or individual authorized to practice law in the United States.

If the individual accepting lacks that authority, they accept this Agreement in their personal capacity and are personally bound by it.

1.4 Not for Consumers; Not for Non-Lawyers

The Service is a business-to-business professional tool. It is not offered to consumers, self-represented litigants, or the general public, and it is not intended for personal, family, or household use. We do not offer the Service to individuals seeking help with their own legal matters. If you are not a licensed attorney or acting under the supervision of one, you may not use the Service.

1.5 United States Only

The Service is offered only to Customers located in, and licensed to practice in, the United States. You may not access or use the Service from outside the United States without our prior written consent, and you may not use the Service to offer services to clients in jurisdictions where doing so would require compliance with data protection laws we have not agreed in writing to support. See Section 14.7 regarding non-U.S. individuals who appear in your Matter Data.

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2. Definitions

“Account” means the Customer’s tenant on the Service, including all Authorized User seats provisioned under it.

“Administrator” means an Authorized User designated by the Customer with authority to manage the Account, provision and deprovision seats, configure integrations, and access all Matter Data in the Account.

“AI Output” or “Output” means any content generated by the Service using machine learning or large language models, including drafts, summaries, extracted facts, chronologies, proposed tasks, calculated dates and deadlines, form entries, billing entries, and briefs.

“Authorized User” means an individual to whom the Customer has assigned a seat — an attorney, paralegal, legal assistant, or other employee or contractor of the Customer who is bound by obligations of confidentiality at least as protective as those in this Agreement.

“Customer Data” means all data submitted to or generated in the Service by or for the Customer. Customer Data consists of Matter Data and Account Data.

“Matter Data” means Customer Data relating to the Customer’s representation of its clients, including emails and attachments ingested by the Service, uploaded documents, extracted facts, matter timelines, calendars, calculated deadlines, drafts, AI Outputs, and any personal information contained in them. Matter Data includes information that is or may be subject to the attorney-client privilege, the work product doctrine, or the Customer’s duty of confidentiality.

“Account Data” means information about the Customer and its Authorized Users as such — names, work email addresses, firm name and address, billing and payment information, authentication records, seat assignments, support communications, and usage and telemetry data about how the Service is operated.

“Calendar Data” means events and event metadata — title, description, location, attendees, and timing — retrieved from a Connected Account’s calendar, together with the Service’s classification of those events. Calendar Data includes events unrelated to any matter, including personal events, unless excluded under Section 10.5.

“Connected Account” means a third-party account — email, calendar, file storage, or practice management — that an Authorized User links to the Service.

“Court Forms” means official forms of any court or agency that the Service populates, including California Judicial Council forms such as the FL-150 Income and Expense Declaration and FL-142 Schedule of Assets and Debts.

“Outbound Action” means an action the Service takes outside itself at your direction — sending or replying to email from a Connected Account, creating or modifying calendar events, or writing files to connected storage.

“Scratchpad Content” means notes entered in the Service’s scratchpad that are stored in the Authorized User’s browser on that device and are not stored by Cedent unless expressly saved to a matter. See Section 11.

“Documentation” means the user-facing documentation and help materials we make available for the Service.

“Service” means the Cedent AI matter assistant platform, including the web application at app.cedent.ai, any APIs, integrations, and mobile or desktop clients we provide, and the Documentation.

“Subprocessor” means a third party engaged by Cedent to process Matter Data. The current list is maintained in the DPA and at cedent.ai/privacy.

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3. The Service

3.1 License Grant

Subject to your compliance with this Agreement and payment of applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable right, during the Subscription Term, to access and use the Service for the internal business purpose of supporting your law practice, up to the number of seats you have purchased.

3.2 What the Service Does

The Service ingests email, calendar events, and documents from Connected Accounts and from files you upload; organizes them into matter workspaces; extracts and ranks facts; builds chronologies; proposes deadlines based on published court rules; generates draft correspondence and Court Forms; identifies apparently missing documents; prepares action briefs; and produces draft time entries. It can also take Outbound Actions on your instruction (Section 10.6).

Each of these is an assistive function producing material for your review. See Section 9 and the AI Addendum.

3.3 Firm-Configurable Automation

Certain automated behavior — including automatic drafting and suggested next actions — is configurable per firm. Your Administrator controls these settings. You are responsible for choosing a configuration appropriate to your practice and for supervising whatever you enable. Turning automation on does not shift responsibility for its output to us; turning it off does not relieve you of your own duties.

3.4 Restrictions

You will not, and will not permit any Authorized User or third party to:

• (a) resell, sublicense, rent, lease, timeshare, or provide the Service as a service bureau to any third party, or use the Service for the benefit of anyone other than the Customer and its clients;
• (b) allow any individual other than the Authorized User to whom a seat is assigned to use that seat (seats are per-individual and may be reassigned when a person leaves or changes roles, but may not be shared or concurrently used);
• (c) reverse engineer, decompile, or disassemble the Service, or attempt to derive its source code, model weights, prompts, or underlying algorithms, except to the extent this restriction is unenforceable under applicable law;
• (d) use the Service, or any Output, to train, fine-tune, evaluate, or develop any machine learning model or competing product, or to benchmark the Service for publication without our prior written consent;
• (e) access the Service to build a competitive product or service;
• (f) circumvent or attempt to circumvent any usage limit, rate limit, access control, or security measure;
• (g) upload malicious code, or interfere with or disrupt the integrity or performance of the Service;
• (h) remove, obscure, or alter any proprietary notice; or
• (i) use the Service in violation of the AUP, applicable law, or the rules of professional conduct of any jurisdiction in which you practice.

3.5 Accounts, Seats, and Security

You are responsible for: (a) maintaining the confidentiality of credentials; (b) all activity occurring under your Account, whether or not authorized by you; (c) promptly deprovisioning seats for individuals who leave your firm or no longer require access; and (d) notifying us promptly at security@cedent.ai of any suspected unauthorized access.

Administrators can see everything in the Account. You are responsible for determining who within your firm should hold Administrator rights, and for whether that access is consistent with any ethical walls or conflict screens you have established. We do not enforce ethical screens for you.

3.6 Changes to the Service

We may modify, add to, or discontinue features of the Service. We will not make a change that materially degrades the core functionality of the Service during a paid Subscription Term without giving you at least thirty (30) days’ notice. If we do, and the change materially and adversely affects your use, you may terminate the affected subscription on notice to us within thirty (30) days of the change and receive a pro-rata refund of prepaid fees for the remainder of the then-current Subscription Term.

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4. Free Trial

4.1 What the Trial Is

We offer a fourteen (14) day free trial. A valid payment method is required to start a trial. We will not charge you during the trial period.

4.2 Automatic Conversion — Please Read

AT THE END OF THE FOURTEEN-DAY TRIAL, YOUR SUBSCRIPTION AUTOMATICALLY BEGINS AND YOUR PAYMENT METHOD WILL BE CHARGED, at the plan and seat count you selected, unless you cancel before the trial ends.

Before we collect your payment method, we will disclose clearly and conspicuously, in a form separate from other terms and requiring your affirmative acceptance: the date the trial ends, the exact amount that will be charged, the billing interval that will recur, and how to cancel. We will retain a record of that consent.

We will also email you a reminder at least three (3) days before the trial ends, restating the charge date, the amount, and a direct cancellation link.

4.3 Cancelling During the Trial

You may cancel at any time during the trial from your Account settings, in as few steps as it took to sign up, without contacting support or speaking to anyone. If you cancel before the trial ends, you will not be charged anything.

4.4 Trial Data

Matter Data you submit during a trial receives the same confidentiality, security, and no-training protections as paid Matter Data (Sections 6.3 and 8, and the DPA). If you do not convert, we retain your Matter Data for thirty (30) days after the trial ends so you can export it, then delete it under Section 20.

4.5 Trial Disclaimer

NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE SERVICE IS PROVIDED DURING A FREE TRIAL “AS IS,” WITHOUT ANY WARRANTY, INDEMNITY, OR SUPPORT COMMITMENT. Our total liability arising out of a free trial will not exceed one hundred U.S. dollars (US$100). Our confidentiality, data protection, security, and no-training obligations apply in full during a trial.

4.6 Diligence During a Trial

A trial is when you evaluate us as a vendor. We recommend you review the DPA, the Security Schedule, and the subprocessor list before connecting a mailbox, and consider whether your professional obligations require client consent before exposing privileged material to a vendor whose diligence you have not completed. See Section 9.7.

5. Fees, Billing, and Renewal

5.1 One Plan, Graduated Per-Seat Pricing

The Service is offered as a single plan with unlimited matters, priced per seat on a graduated basis. As of the Last Updated date:

There are no per-matter fees, setup fees, or implementation charges, and no limit on the number of matters you may open, store, or work on. Current pricing is always shown at checkout and controls over this table. See Section 5.9 for changes.

“Unlimited matters” refers to the number of matters, which is not metered and never will be. Neither AI processing volume nor email ingestion is metered. It does not displace the operational limits in Section 5.11 — request rate limits and file-size ceilings — which exist to prevent abuse and runaway automation, apply to rate rather than to matter count, and are subject to the accommodation commitment in that Section.

5.2 Seats

A seat is assigned to one named individual. Seats may be reassigned when a person leaves your firm or changes roles, but may not be shared or used concurrently by more than one person.

• Adding seats mid-cycle. New seats are charged immediately, prorated for the remainder of the current billing period, and the graduated rate applies based on your total seat count.
• Removing seats mid-cycle. Removal takes effect at the end of the current billing period. We do not refund or credit for seats removed mid-period. Deprovisioning a seat immediately revokes that individual’s access.
• Your responsibility. You must promptly deprovision seats for departed personnel. You are responsible for all activity on seats you have not deprovisioned.

5.3 Subscription Term and Automatic Renewal

Your Subscription Term is the billing interval you selected — monthly or annual — beginning when your trial converts or you otherwise subscribe.

Your subscription renews automatically for successive terms of the same length at the then-current rate, and your payment method will be charged, until you cancel. You give express affirmative consent to this recurring charge at checkout, separately from your acceptance of these Terms.

5.4 Renewal Reminder for Annual Plans

For annual subscriptions we will email your billing contact between thirty (30) and forty-five (45) days before each renewal, stating the renewal date, the amount, the seat count, and a direct cancellation link.

5.5 Cancellation — Simple and Self-Serve

You may cancel at any time from your Account settings, through the same medium in which you subscribed, in as few steps as it took to subscribe. We will not require you to call, email, chat, speak with a retention agent, or navigate an offer flow you cannot decline in one step.

Cancellation takes effect at the end of your current billing period; you keep access through that date. We do not prorate or refund partial periods except as stated in Sections 3.6, 5.9, and 21.2. See Section 20.2 for what happens to your Connected Accounts on cancellation — the effects are immediate and significant.

5.6 Payments and Stripe

Payments are processed by Stripe, Inc. Your full card number and payment credentials go directly to Stripe and are never received or stored by Cedent’s systems. Stripe acts as an independent controller of payment data under its own terms and privacy policy; we receive only limited information such as the last four digits, card brand, expiration, and transaction status. You authorize us and Stripe to charge your payment method for all amounts due.

5.7 Taxes

Fees are exclusive of taxes. You are responsible for all sales, use, excise, VAT, and similar taxes, other than taxes on our net income.

5.8 Past-Due Accounts and Grace Period

If a charge fails, we will notify you and retry. We intentionally maintain your full access to the Service during a grace period of thirty (30) days from the first failed charge, because losing access to your matter files on a payment failure could interfere with your obligations to your clients.

After the grace period, we may suspend the Account on further notice. Suspension never withholds your Matter Data: the export rights in Section 20.3 apply in full during suspension, and we will not condition export on payment of any amount, including undisputed amounts.

Continued use during the grace period does not waive the fees owed.

5.9 Price Changes

We may change pricing effective at the start of your next Subscription Term, on at least thirty (30) days’ notice for monthly plans and sixty (60) days’ notice for annual plans. Notice will state the current price, the new price, the effective date, and how to cancel. If you do not accept an increase, cancel before it takes effect and you will not be charged the new rate.

5.10 Complimentary and Legacy Accounts

We may provide access at no charge — for design partners, pilots, legacy arrangements, or goodwill. Any complimentary access is provided at our sole discretion and may be modified, converted to a paid plan, or terminated by us at any time on thirty (30) days’ notice, without liability. Complimentary access carries no warranty, indemnity, or support commitment, and our total liability for it will not exceed one hundred U.S. dollars (US$100). Sections 6.3, 8, 14, and 20.3 — no training, Matter Data protection, security, and export — apply in full to complimentary accounts.

5.11 Fair Use and Operational Limits

The Service applies operational limits — request rate limits, a daily cap on manually regenerating a brief for a given matter, and maximum sizes for uploaded files and outbound attachments — to protect availability for all Customers. AI processing volume and email ingestion are not metered, per day or in total. Current limits are described in the Documentation. We will not apply a limit in a manner that renders the Service unfit for ordinary use by a firm of your seat count, and we will give reasonable notice before materially reducing a published limit. If your use consistently exceeds published limits, we will contact you to discuss accommodation before taking any restrictive action.

5.12 Disputed Charges

Contact billing@cedent.ai within sixty (60) days of a charge you believe is incorrect. We will investigate in good faith and refund or credit where warranted. We will not suspend your Account or withhold your data over a good-faith billing dispute you have raised in writing.

6. Ownership of Data and Outputs

6.1 You Own Your Data

As between you and us, you own all Customer Data, including all Matter Data and all AI Outputs. We claim no ownership interest in your matter files, your clients’ information, or the drafts the Service produces for you. To the extent we hold any right in an AI Output, we assign it to you.

6.2 Limited License to Us

You grant us a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, and process Customer Data solely as necessary to provide, secure, and support the Service for you, and for no other purpose. This license terminates when the Customer Data is deleted under Section 19.

6.3 We Do Not Train on Your Data — Commitment

We do not use Matter Data to train, fine-tune, or improve any machine learning model, and we do not permit any Subprocessor to do so. Inference is performed through Amazon Bedrock, under terms that prohibit the use of your inputs and outputs for model training or model improvement and that do not retain your data after a request is served. This commitment is contractual, survives termination, and is restated in the DPA where your firm’s diligence team will find it.

6.4 Service Data

We may collect and use aggregated and de-identified technical and usage data — error rates, latency, feature adoption, and similar operational metrics — to operate, secure, troubleshoot, and improve the Service. We will not attempt to re-identify such data, will not derive it in any form that discloses the substance of Matter Data, and will not disclose it in a manner that identifies you, any Authorized User, any client of yours, or any matter.

6.5 Feedback

If you send us suggestions or feedback about the Service, you grant us a perpetual, irrevocable, royalty-free license to use it without obligation to you. Please do not include Matter Data in feedback. If you do, we will treat it as Matter Data, not as feedback.

6.6 Our Intellectual Property

We retain all right, title, and interest in the Service, including all software, models, prompts, rule sets, deadline logic, user interfaces, and Documentation, and all improvements to them. No rights are granted except as expressly stated in Section 3.1. The general knowledge, skills, and techniques our personnel acquire in providing the Service remain ours — but this does not permit us to use or disclose your Confidential Information or Matter Data.

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7. Confidentiality

7.1 Mutual Obligation

Each party may receive information of the other that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). The receiving party will: (a) use Confidential Information only to perform under this Agreement; (b) protect it with at least the degree of care it uses for its own confidential information, and in no event less than reasonable care; and (c) not disclose it except to personnel and contractors who need to know and are bound by confidentiality obligations at least as protective as these.

7.2 Exclusions

Confidential Information does not include information that is or becomes public through no fault of the receiving party, was rightfully known without restriction before disclosure, is rightfully received from a third party without duty of confidentiality, or is independently developed without use of the disclosing party’s Confidential Information. These exclusions do not apply to Matter Data, which is governed by Section 8.

7.3 Compelled Disclosure

If required by law to disclose Confidential Information, the receiving party will, to the extent legally permitted, give prompt notice and reasonable cooperation so the disclosing party may seek protective treatment. For Matter Data, see Section 8.3 — the standard is stricter.

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8. Matter Data, Privilege, and Legal Process

This Section is the core of our commitment to you. Every email the Service reads and every document it processes may be attorney-client privileged material, and we treat it that way.

8.1 Our Undertaking

With respect to Matter Data, we agree that:

• (a) we act solely as your agent and service provider for the purpose of assisting you in rendering legal services to your clients;
• (b) we will access, use, retain, and disclose Matter Data only as necessary to provide the Service to you, as directed by you, or as required by law;
• (c) we will not sell, rent, share, or disclose Matter Data to any third party for that party’s own purposes, and we will not use it for advertising, profiling, or any commercial purpose of our own;
• (d) we will not use Matter Data to train, fine-tune, or improve any model (Section 6.3);
• (e) we will not combine Matter Data from different Customers, and we maintain logical separation between Accounts; and
• (f) we will restrict internal access to Matter Data to personnel who require it to operate or support the Service, under written confidentiality obligations, on a least-privilege basis, with access logged.

8.2 Privilege Preservation

Our role is structured with the intention that our access to Matter Data operates as an extension of your firm’s staff for the purpose of facilitating your provision of legal services, and does not itself waive the attorney-client privilege or work product protection. We do not and cannot guarantee that any court will so hold, and nothing in this Agreement is legal advice to you about privilege. We will not assert, and hereby waive any right to assert, that our receipt of Matter Data waived any privilege or protection of yours or your clients.

8.3 Legal Process Directed at Us

If we receive a subpoena, warrant, court order, civil investigative demand, or other legal process seeking Matter Data, we will:

• (a) not produce Matter Data in response unless and until legally compelled after the process described here;
• (b) notify you promptly and before any disclosure, unless legally prohibited from doing so, and if prohibited, seek authorization to notify you and provide notice at the earliest permitted time;
• (c) where a nondisclosure obligation is imposed, seek to have it narrowed or lifted;
• (d) object on the ground that the material is or may be privileged, that we are not the appropriate custodian, and that the request should be directed to you as the client’s counsel and holder of the relevant obligations; and
• (e) reasonably cooperate, at your expense, with your efforts to quash, limit, or obtain a protective order.

We will not voluntarily disclose Matter Data to law enforcement or any government authority.

8.4 Your Responsibilities

You represent and warrant that you have all rights, authority, and consents necessary to submit Matter Data to the Service and to permit the processing described in this Agreement and the DPA, and that doing so does not violate applicable law, your engagement agreements, any protective order or confidentiality agreement, or your professional obligations. See Section 9.7 regarding client consent.

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9. AI Outputs and Professional Responsibility

Summarized here; stated in full in the AI Addendum, which is incorporated into this Agreement.

9.1 No Legal Advice; No Attorney-Client Relationship

Cedent is not a law firm and does not practice law. No attorney-client relationship is formed between Cedent and you, or between Cedent and any client of yours. Nothing the Service produces is legal advice. We do not exercise legal judgment and do not supervise or substitute for yours.

9.2 Outputs Are Drafts

AI OUTPUT IS PROBABILISTIC AND MAY BE INCOMPLETE, OUTDATED, OR FACTUALLY WRONG, INCLUDING IN WAYS THAT APPEAR CONFIDENT AND PLAUSIBLE. It may misattribute facts, cite documents that do not support the proposition stated, omit material information, or fabricate content entirely. You must independently review, verify, and take professional responsibility for every Output before using it, filing it, serving it, sending it, or relying on it.

9.3 Deadlines Are Not Legal Advice

The Service proposes dates by applying published statutes, rules of court, and local rules. Court rules change, local practice varies, judges issue standing and case-specific orders, holidays and closures shift, and service method alters computation. A proposed deadline is an aid to your calendaring, not a substitute for it. Verify every date against the applicable authority and your own docketing system.

WE ARE NOT RESPONSIBLE FOR ANY MISSED, MISCALCULATED, OR MISCALENDARED DEADLINE OR ANY CONSEQUENCE OF ONE, INCLUDING DEFAULT, DISMISSAL, SANCTION, WAIVER, OR MALPRACTICE LIABILITY.

9.4 Court Forms — Signed Under Penalty of Perjury

THIS PROVISION IS SPECIFIC AND YOU SHOULD NOT SKIP IT.

The Service automatically populates Court Forms, including the FL-150 Income and Expense Declaration and FL-142 Schedule of Assets and Debts. These forms are verified under penalty of perjury under California Code of Civil Procedure § 2015.5, and are signed by your client, not by you and not by us.

The Service populates these forms from documents and correspondence in the matter record. It may transcribe a figure incorrectly, pull a figure from a superseded document, misclassify an asset or a debt, misattribute separate and community property, double-count, omit an account, income source, asset, or liability entirely, or produce a total that does not reconcile. An omission is as consequential as an error, and the Service cannot know what it was never given — a bank account never disclosed to you will not appear, and its absence is not a representation that it does not exist.

Accordingly, you agree that:

• (a) every figure, entry, schedule, and total on a populated Court Form is a draft proposal requiring independent verification against source documents before use;
• (b) you will review each populated Court Form line by line with your client, and satisfy yourself and your client that every statement is true and complete, before your client executes any verification or declaration;
• (c) you will not permit a client to sign a Service-populated form under penalty of perjury on the strength of the Service having produced it; and
• (d) you remain solely responsible for the accuracy, completeness, and sufficiency of every form filed or served, and for your own duties of candor to the tribunal and of competent and diligent representation.

WE DISCLAIM ALL LIABILITY ARISING FROM ANY COURT FORM, INCLUDING ANY CLAIM OF PERJURY, FALSE DECLARATION, INCOMPLETE OR INACCURATE FINANCIAL DISCLOSURE, SANCTION, FEE AWARD, SET-ASIDE, REOPENED JUDGMENT, OR MALPRACTICE. No Output is a substitute for the disclosure obligations imposed on your client by California Family Code §§ 2100 et seq., or for your obligation to advise your client about them.

9.5 Automated and Outbound Actions

Where you enable automation (Section 3.3) or authorize an Outbound Action (Section 10.6), the resulting communication or calendar entry is yours, made in your name, from your account, and on your professional responsibility. You must configure automation and review queued actions so that nothing leaves your firm without the review your professional obligations require. We are not responsible for the content, timing, recipients, or consequences of anything sent or written at your direction.

9.6 Your Supervisory Duty

You are responsible for compliance with the rules of professional conduct of every jurisdiction in which you practice — including duties of competence, confidentiality, communication, candor to the tribunal, reasonable fees, and supervision of nonlawyer assistance. See, without limitation:

• ABA Model Rule 1.1 cmt. 8 (technological competence);
• ABA Model Rule 1.6(c) (reasonable efforts to prevent unauthorized disclosure of or access to client information);
• ABA Model Rule 5.3 (responsibilities regarding nonlawyer assistance);
• ABA Formal Opinion 512 (July 29, 2024) (generative AI tools);
• California Rules of Professional Conduct 1.1, 1.4, 1.6, 3.3, 1.5, 5.1, and 5.3, and Cal. Bus. & Prof. Code § 6068(e); and
• State Bar of California COPRAC, Practical Guidance for the Use of Generative Artificial Intelligence in the Practice of Law (Nov. 2023).

You must treat the Service as nonlawyer assistance subject to your supervision.

9.7 Client Consent and Disclosure

You are solely responsible for determining whether your professional obligations require you to inform your clients about, or obtain informed consent to, your use of an AI vendor with access to their confidential information — and for obtaining that consent. ABA Formal Opinion 512 indicates that generic boilerplate in an engagement letter may not suffice; consent must be informed and specific. We do not make that determination for you, and our provision of the Service is not an assurance that consent is unnecessary. We will make available the information about our data handling that you need to conduct diligence and have that conversation. See the DPA and the Security Schedule.

9.8 Billing Entries

The Service generates draft time entries, and retains a ledger of them as a business record (Section 14.1). You are solely responsible for the accuracy, reasonableness, and propriety of every entry you bill — including whether time attributable to automated work may properly be billed to a client — and for compliance with rules governing reasonable fees and with your engagement agreements.

9.9 Unauthorized Practice of Law

You will not use the Service in any manner that constitutes, facilitates, or assists the unauthorized practice of law. You will not make the Service available to any person who is not an Authorized User, and will not supply Outputs as a substitute for that person obtaining their own subscription. This does not restrict delivery of your own work product — sending a reviewed draft to your client, filing it, or serving it is the ordinary and intended use of the Service. See the Acceptable Use Policy, Section 3.1.

10. Connected Accounts, Integrations, and Outbound Actions

10.1 Generally

The Service integrates with third-party services you choose to connect — including Google Workspace, Microsoft 365, and practice management systems such as Clio and MyCase (“Third-Party Services”). Your use of a Third-Party Service is governed by your agreement with that provider, not this one. We are not responsible for Third-Party Services, their availability, their security, their changes to APIs or permissions, or how they handle data.

10.2 Your Authority to Connect — Read Before Connecting a Mailbox

A law firm mailbox is not only your information. It contains the confidences of your clients, and routinely also communications of and about other clients, opposing parties, opposing and co-counsel, experts, and third parties who never consented to anything.

By connecting an account you represent and warrant that:

• (a) you own or are authorized to administer that account;
• (b) you have the authority, under applicable law, your firm’s policies, your engagement agreements, any protective order or confidentiality agreement, and your professional obligations, to grant a vendor access to everything in it; and
• (c) you have considered whether that access requires notice to or consent from any client or third party, and have obtained anything required.

We cannot make these determinations for you and do not attempt to. Connect only accounts you are entitled to connect.

10.3 Google Services — Limited Use

Our access to and use of information received from Google APIs adheres to the Google API Services User Data Policy, including its Limited Use requirements. Specifically, we:

• use Google user data solely to provide and improve the user-facing features of the Service;
• do not transfer it except as necessary to provide those features, with your consent, for security purposes, or to comply with applicable law;
• do not use it for advertising or serve advertisements from it;
• do not sell it; and
• do not allow humans to read it, except with your affirmative consent for specific messages, as necessary for security or to comply with law, or where the data has been aggregated and de-identified.

You may revoke our access at any time in your Google account settings. Revocation stops future ingestion; it does not delete data already ingested — use Section 20.4 for that.

10.4 Microsoft Services — Scope of Access

Please read this carefully, because Microsoft’s permission model is coarser than our use of it.

When you connect a Microsoft 365 account, the permissions Microsoft grants us are broader than the data the Service actually uses. In particular, granting mail access also confers read access to the entirety of the connected user’s OneDrive and to every SharePoint site that user can reach, together with read and write access to that user’s mail.

The Service limits itself to the files you select. That limitation is enforced by Cedent’s application logic — not by Microsoft’s permission model. Microsoft does not offer a narrower grant, so if you require the narrower scope to be enforced at the identity-provider layer rather than by us, do not connect a Microsoft account.

We contractually commit that we will access, retrieve, and process only the mail, calendar, and files necessary to provide the Service to you, and that we will not access other OneDrive or SharePoint content notwithstanding our technical ability to do so. That commitment is enforceable under Sections 8 and 19.3 of this Agreement. Your Microsoft administrator may revoke consent at any time.

10.5 Calendar Ingestion — What Actually Happens

When you connect a calendar, the Service ingests and stores every event on it — including the event title, description, location, attendees, and timing — and runs an automated classifier over each event to determine whether it relates to a matter.

This includes events that have nothing to do with your practice, including personal, medical, and family events, because the Service cannot know in advance which events are matter-related. Ingested events are stored as Matter Data and are subject to Sections 6.3 and 8 and the DPA.

Controls available to you:

• (a) you may connect the Service without connecting a calendar;
• (b) you may connect a dedicated work calendar rather than a calendar containing personal events;
• (c) you may configure exclusion rules in your Account settings to prevent ingestion of matching events. Exclusion rules are evaluated against event metadata rather than event content — we do not read the substance of an event to decide whether to exclude it, and an excluded event’s content is never stored, classified, or associated with a matter. The sole exception is the keyword rule, which matches terms you supply yourself; leave it unset if you prefer no content matching at all; and
• (d) you may disconnect the calendar at any time, and request deletion of ingested Calendar Data under Section 20.4.

We recommend you review this behavior with any Authorized User before connecting their calendar, and consider whether it is appropriate for a shared or personal calendar. Calendar Data is Customer Data and you are the controller of it.

10.6 Outbound Actions

The Service can act outside itself on your instruction — sending or replying to email from your Connected Account, creating or modifying calendar events, and writing files to connected storage.

By enabling or authorizing an Outbound Action you authorize us to take that action through your Connected Account in your name. Every such communication is yours and is sent on your professional responsibility, as if you had sent it (Section 9.5). You are responsible for the content, recipients, timing, and consequences, including any inadvertent disclosure of privileged or confidential material to an unintended recipient. Configure automation accordingly and review before authorizing.

10.7 Data Written Out of the Service

At your direction the Service produces and delivers data outside its own boundary, including matter handover packages written to Google Drive, email export archives, and Word and PDF exports. Export archives may be retained in the Service for a limited period to enable download; see Section 20.4.

Once data leaves the Service at your direction, our security and confidentiality obligations do not travel with it. You are responsible for the destination, its access controls, and its retention. An unencrypted archive of a family law matter placed in a broadly shared Drive folder is a confidentiality problem we cannot detect or prevent.

10.8 Practice Management Integrations

Where you connect Clio, MyCase, or a similar system, data flows in both directions at your direction and is governed by your agreement with that provider once delivered. We may add or remove integrations; we will give reasonable notice before removing one you actively use.

11. Scratchpad Content — Stored on Your Device

11.1 How the Scratchpad Works

The Service provides a scratchpad for working notes. Scratchpad Content is stored in the Authorized User’s browser on that device. It is transmitted to us transiently for AI processing when the user invokes a feature that requires it, and is not stored by Cedent unless the user expressly saves it to a matter. Once saved to a matter it becomes Matter Data and is treated as such.

11.2 What This Means — Important Consequences

Because unsaved Scratchpad Content never resides in our systems:

• (a) we do not back it up. It is in no Cedent backup;
• (b) it is not covered by the export rights in Section 20.3. We cannot export what we do not hold;
• (c) it is not covered by our deletion obligations or a deletion certification, because there is nothing on our side to delete;
• (d) it will be permanently lost if browser storage is cleared, the browser profile is deleted, the device is reset, or the user switches browsers or devices; and
• (e) it is not available to your firm. An Administrator cannot retrieve the unsaved scratchpad of a departed Authorized User, and neither can we.

IF SCRATCHPAD CONTENT MATTERS TO A MATTER, SAVE IT TO THE MATTER. WE ARE NOT LIABLE FOR ANY LOSS OF SCRATCHPAD CONTENT.

11.3 Your Device Security Responsibility

Because Scratchpad Content — which may include client confidences — rests on the user’s device, you are responsible for the security of the devices and browser profiles your Authorized Users use: full-disk encryption, screen lock, session hygiene on shared or public machines, and secure disposal. Your duty under ABA Model Rule 1.6(c) and California Rule 1.6 to make reasonable efforts to prevent unauthorized access to client information extends to those devices. We cannot secure a device we do not control.

11.4 Firm-Level Retention

Being outside our systems, unsaved Scratchpad Content also falls outside your firm’s Cedent-based retention and file-management practices. If your file-retention obligations require that working notes be preserved, do not rely on the scratchpad.

12. Beta Features

We may offer features identified as beta, preview, early access, or similar (“Beta Features”). Beta Features are provided “AS IS,” without warranty, indemnity, or support, may be changed or withdrawn at any time, and may be less reliable than generally available features. You should not use Beta Features for matters where an error would be consequential. Our total liability arising from Beta Features will not exceed one hundred U.S. dollars (US$100). Our confidentiality, data protection, and no-training commitments do apply to Matter Data processed by Beta Features.

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13. Support

We provide support by email at support@cedent.ai during business hours (9:00 a.m. to 6:00 p.m. Pacific Time, Monday through Friday, excluding U.S. federal holidays). We target an initial response within one (1) business day for standard requests and four (4) business hours for issues that render the Service substantially unusable.

These are targets, not guarantees, and are not backed by service credits. We do not commit to any uptime percentage. See Section 16.

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14. Privacy and Data Protection

14.1 Roles — Who Controls What

The DPA governs our processing of Matter Data, Calendar Data, and time-entry data, and contains our CCPA service-provider certification under Cal. Code Regs. tit. 11, § 7051.

14.2 Security

We maintain administrative, physical, and technical safeguards designed to protect Customer Data, described in the Security Schedule to the DPA — including encryption in transit (TLS 1.3) and at rest (AES-256), least-privilege access controls, audit logging, and U.S.-only data residency. We are pursuing SOC 2 Type II certification and will not represent that we hold it until the report is issued.

14.3 AI Inference Stays Inside AWS

All AI inference performed by the Service runs on Amazon Bedrock within Amazon Web Services. No Matter Data is sent to any third-party model provider, and no model provider outside AWS receives your clients’ information. Under our terms with AWS, prompts and completions are not retained after a request is served and are not used to train or improve any model — ours, AWS’s, or a model provider’s. See Section 6.3 and the DPA.

This commitment is specific to model inference. Document text extraction and OCR are performed by Modal; database hosting is provided by Neon. These are disclosed Subprocessors bound by written obligations no less protective than this Agreement, and appear in the Subprocessor List.

14.4 Incident Notification

We will notify you without undue delay and no later than seventy-two (72) hours after becoming aware of a breach of security leading to accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of or access to Matter Data, and will provide the information you reasonably need to meet your own notification obligations and advise your clients. See DPA Section 7.

14.5 Subprocessors and Change Notice

The Subprocessor List is versioned and dated. We will give at least thirty (30) days’ advance notice before adding or replacing a Subprocessor that processes Matter Data, by email to your Administrator and by publishing an updated version. You may object on reasonable data-protection grounds within that period; if we cannot accommodate the objection, you may terminate the affected subscription without penalty and receive a pro-rata refund of prepaid unused fees. See DPA Section 5.

14.6 HIPAA — Our Position

Cedent is not a HIPAA covered entity or business associate, and we will not execute a Business Associate Agreement.

We understand that family law matters routinely involve medical, psychiatric, substance-abuse, and reproductive health records — in custody evaluations, support disputes, and protective order proceedings — and that such records will be present in Matter Data. The Service is built to hold them under the confidentiality and security commitments in this Agreement and the DPA, which apply to all Matter Data without distinction.

Our position is that HIPAA does not apply to this relationship: a law firm receiving medical records in the course of representing a client is generally not thereby a covered entity, and a vendor to that firm is generally not a business associate. This is our contracting position, not legal advice to you. If your firm does act as a business associate — for example, if you represent covered entities and receive PHI in that capacity — do not place that PHI in the Service without a separate written agreement with us. Contact legal@cedent.ai.

14.7 Non-U.S. Individuals in Matter Data

Your matters may involve individuals located outside the United States. We do not provide GDPR Article 28 terms, Standard Contractual Clauses, or a UK Addendum under this Agreement, and make no representation that the Service is suitable for processing personal data subject to the GDPR or UK GDPR. You are responsible for assessing the lawfulness of your use as to any such individual. Contact legal@cedent.ai if you require such terms.

15. Representations and Warranties

15.1 Mutual

Each party represents that it has the legal power and authority to enter into this Agreement.

15.2 By Cedent

We represent and warrant that: (a) we will provide the Service in a professional and workmanlike manner consistent with generally accepted industry standards; (b) we will comply with laws applicable to our provision of the Service; (c) the Service will not knowingly contain malicious code introduced by us; and (d) we will maintain the security safeguards described in Section 14.2.

15.3 By Customer

You represent and warrant that: (a) you and your Authorized Users are authorized to practice law in the United States or work under the supervision of someone who is; (b) you have the rights and consents necessary to submit Matter Data (Section 8.4); (c) your use of the Service complies with applicable law, your professional obligations, and this Agreement; and (d) you will independently review all Outputs in accordance with Section 9 and the AI Addendum.

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16. Disclaimers

EXCEPT AS EXPRESSLY STATED IN SECTION 15.2, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT:

• (a) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
• (b) ANY AI OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, OR SUITABLE FOR ANY PURPOSE;
• (c) ANY DATE OR DEADLINE PROPOSED BY THE SERVICE IS CORRECT OR COMPLETE;
• (d) ANY DOCUMENT OR FORM PRODUCED BY THE SERVICE COMPLIES WITH THE REQUIREMENTS OF ANY COURT OR AGENCY;
• (e) THE SERVICE WILL IDENTIFY EVERY RELEVANT FACT, DOCUMENT, DEADLINE, OR TASK, OR THAT ITS FAILURE TO FLAG SOMETHING MEANS IT IS NOT PRESENT OR NOT REQUIRED; OR
• (f) THE SERVICE WILL DETECT CONFLICTS OF INTEREST OR SATISFY ANY DOCKETING, CALENDARING, CONFLICTS-CHECKING, OR FILE-RETENTION OBLIGATION YOU HAVE.

THE SERVICE IS NOT A DOCKETING SYSTEM OF RECORD, A CONFLICTS DATABASE, OR A SYSTEM OF RECORD FOR CLIENT FILES. YOU MUST MAINTAIN YOUR OWN.

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17. Indemnification by Cedent

17.1 IP Indemnity

We will defend you against any third-party claim alleging that the Service, as provided by us and used in accordance with this Agreement, infringes that third party’s U.S. patent, copyright, or trademark, or misappropriates its trade secret, and will pay damages finally awarded or amounts we agree in settlement.

17.2 Exclusions

We have no obligation under Section 17.1 for claims arising from: (a) Customer Data or AI Output; (b) use of the Service in violation of this Agreement or after we notified you to stop; (c) combination of the Service with anything not provided by us, where the claim would not have arisen but for the combination; or (d) modifications not made by us.

17.3 Remedies

If the Service becomes, or we believe it may become, the subject of a claim under Section 17.1, we may procure the right for you to continue using it, modify or replace it to be non-infringing, or terminate the affected subscription and refund prepaid unused fees. Sections 17.1 and 17.3 state our entire liability for infringement claims.

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18. Indemnification by Customer

You will defend us against any third-party claim arising from: (a) your breach of Section 3.4, Section 8.4, the AUP, or Section 9; (b) Customer Data, including any claim that it infringes a third party’s rights or was submitted without necessary rights or consents; (c) your use of any AI Output, including any claim of malpractice, missed deadline, or professional negligence brought by a client of yours or any other person; or (d) your violation of applicable law or rules of professional conduct — and will pay damages finally awarded or amounts you agree in settlement.

18.1 Indemnification Procedure (Both Directions)

The indemnified party must promptly notify the indemnifying party of the claim (a delay relieves the indemnifying party only to the extent prejudiced), give the indemnifying party sole control of the defense and settlement (except that no settlement imposing a non-monetary obligation or admission on the indemnified party may be made without its consent, not to be unreasonably withheld), and provide reasonable cooperation at the indemnifying party’s expense.

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19. Limitation of Liability

19.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST CLIENTS, LOST GOODWILL, OR LOST OR CORRUPTED DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.

19.2 Cap on Direct Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO CEDENT UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

19.3 Exceptions to the Cap

The cap in Section 19.2 does not apply to: (a) Customer’s payment obligations; (b) either party’s indemnification obligations under Sections 17 and 18; or (c) either party’s fraud, gross negligence, or willful misconduct. Liabilities that cannot be limited under applicable law are likewise excluded from the cap.

19.5 Basis of the Bargain

THE LIMITATIONS IN THIS SECTION ARE AN ESSENTIAL BASIS OF THE BARGAIN AND APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YOU ACKNOWLEDGE THAT THE FEES REFLECT THIS ALLOCATION OF RISK, THAT THE SERVICE IS AN ASSISTIVE TOOL SUBJECT TO YOUR INDEPENDENT PROFESSIONAL REVIEW, AND THAT YOU ARE IN THE BEST POSITION TO PREVENT HARM ARISING FROM RELIANCE ON UNVERIFIED OUTPUT.

19.6 Insurance

You are responsible for maintaining your own professional liability insurance. Nothing in this Agreement is a substitute for it, and we do not insure your practice against errors, omissions, or missed deadlines.

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20. Term, Termination, and Your Data

20.1 Term

This Agreement begins when you accept it and continues until all subscriptions have expired or been terminated.

20.2 Effect of Cancellation or Termination — Immediate and Significant

When your subscription ends, the following happen automatically. Plan for them.

• (a) All Connected Accounts are disconnected and our access tokens revoked. Ingestion of email, calendar, and files stops immediately.
• (b) The firm Account is suspended. Authorized Users can no longer draft, analyze, or take Outbound Actions.
• (c) Queued and scheduled Outbound Actions do not run. Any draft email awaiting send or calendar write awaiting execution is cancelled. Do not leave a time-sensitive communication queued when cancelling.
• (d) Your Matter Data remains, in a read-and-export state, for the window in Section 20.3.

Nothing is deleted at the moment of cancellation. Suspension is not deletion.

20.3 Export Window — Thirty Days

For thirty (30) days after termination or expiration, your Account remains accessible in a read-and-export state so you can retrieve your Matter Data, in a commercially reasonable machine-readable format, at no additional charge.

We will not condition export on payment of any amount, including undisputed past-due amounts, and will not withhold your Matter Data as leverage in a billing dispute.

This window exists because you have independent obligations to your clients — including, in California, the duty under Rule of Professional Conduct 1.16(e)(1) to release client materials and property on request, and your file-retention obligations generally. Meeting those obligations is your responsibility, not ours. Do not treat the Service as your system of record, and do not rely on this window as your retention plan.

20.4 Deletion, Soft-Delete, and Backups — Stated Precisely

You may request deletion at any time — during the subscription, during the export window, or after it — and we will honor it. On written request we will provide a certification of deletion.

Absent an earlier request, after the thirty (30) day export window we delete on this schedule:

Soft-delete — note this precisely. When an Authorized User deletes a document inside the Service, that document is soft-deleted: removed from your view but retained in our systems, so an accidental deletion can be reversed. A soft-deleted document is not gone. Soft-deleted documents are purged thirty (30) days after deletion, and are in any event deleted on the schedule above when your Account is deleted. If you need a specific document destroyed immediately and irreversibly, request it at privacy@cedent.ai — do not rely on in-app deletion alone. Soft-deleted documents remain protected by Sections 6.3 and 8 for as long as we hold them.

Unsaved Scratchpad Content is covered by none of this — we never held it (Section 11.2).

We may retain Matter Data beyond these periods only where required by law or necessary to resolve a pending dispute or preserve evidence under a litigation hold, in which case it remains subject to Section 8 for as long as we hold it, and we will delete it when the obligation lapses.

20.5 Termination for Cause

Either party may terminate for the other’s material breach on thirty (30) days’ written notice if not cured in that period. We may suspend or terminate immediately if your use presents a security risk to the Service or others, violates the AUP in a manner causing immediate harm, or is required by law. Even on termination for cause, Sections 20.3 and 20.4 apply — you get your export window.

20.6 Termination for Convenience

You may cancel at any time under Section 5.5. We may terminate for convenience on sixty (60) days’ notice, with a pro-rata refund of prepaid unused fees.

20.7 Survival

Sections 2, 6, 7, 8, 9, 11.2, 14, 15, 16, 17, 18, 19, 20.2–20.7, 21, and 22 survive termination.

21. Changes to This Agreement

21.1 How We Make Changes

We may modify this Agreement. For material changes, we will give at least thirty (30) days’ notice by email to your Administrator and by posting the updated Terms with a new Last Updated date.

21.2 Your Options

Material changes take effect at the start of your next Subscription Term for existing Customers. If you do not accept a material change, you may terminate before it takes effect and receive a pro-rata refund of prepaid unused fees. Continued use after the effective date constitutes acceptance.

21.3 Changes We Will Not Make Retroactively

We will not apply any change to Section 6.3 (no training on your data) or Section 8 (Matter Data, privilege, and legal process) to Matter Data already in the Service without your affirmative opt-in. A weakening of those commitments will always require your consent, not merely your continued use.

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22. General

22.1 Governing Law

This Agreement is governed by the laws of the State of Delaware, excluding its conflict-of-laws rules and the U.N. Convention on Contracts for the International Sale of Goods.

22.2 Venue; Jury and Class Waiver

The state and federal courts located in New Castle County, Delaware have exclusive jurisdiction, and each party consents to personal jurisdiction and waives any objection based on forum non conveniens — except that (a) either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information, and (b) either party may bring an individual claim in small claims court in the county where the defendant is located.

EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. EACH PARTY AGREES TO BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING.

There is no mandatory arbitration under this Agreement.

22.3 Limitations Period

Any claim arising out of this Agreement must be brought within one (1) year after the claim accrues, except for claims for non-payment.

22.4 Notices

Notices to you go to the email address of your Administrator and are effective when sent. Notices to us go to legal@cedent.ai, with a copy to Cedent AI, Inc., 7901 Stoneridge Dr, Suite 108, Pleasanton, CA 94588, and are effective on receipt. Either party may change its notice address on notice.

22.5 Assignment

Neither party may assign this Agreement without the other’s consent, except that either party may assign it in full, on notice, to a successor in connection with a merger, reorganization, or sale of all or substantially all assets. If we assign this Agreement, the assignee is bound by Sections 6.3, 8, and 20.3 with respect to your Matter Data. Any other assignment is void.

22.6 Force Majeure

Neither party is liable for a failure to perform (other than payment) caused by events beyond its reasonable control. This does not excuse our confidentiality or security obligations.

22.7 Independent Contractors

The parties are independent contractors. This Agreement creates no partnership, joint venture, agency, or employment relationship — except that we act as your agent solely in the limited sense described in Section 8.1(a).

22.8 No Third-Party Beneficiaries

There are no third-party beneficiaries. Your clients are not parties to this Agreement and acquire no rights under it against us.

22.9 Publicity

We will not use your name, logo, or identify you as a Customer publicly without your prior written consent, which you may revoke at any time on notice.

22.10 Severability; Waiver

If a provision is held unenforceable, it will be modified to the minimum extent necessary and the rest remains in effect. A failure to enforce is not a waiver.

22.11 Entire Agreement; Order of Precedence

This Agreement is the entire agreement between the parties on its subject matter and supersedes all prior agreements and understandings, including any prior version of the Cedent Terms of Service. Any terms in a Customer purchase order, vendor portal, or firm-standard form are void and of no effect unless signed by an authorized officer of Cedent.

Order of precedence: (1) a written agreement signed by both parties expressly amending these Terms; (2) the DPA (as to Matter Data processing); (3) the AI Addendum (as to AI Outputs); (4) these Terms; (5) the AUP; (6) the Privacy Policy; (7) the Documentation.

22.12 U.S. Government Users

The Service is “commercial computer software” under FAR 12.212 and DFARS 227.7202. Government users acquire only the rights granted here.

22.13 Export

You will comply with U.S. export control and sanctions laws and will not permit access from an embargoed country or by a sanctioned party.

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