Terms of Service
Last Updated: February 25th, 2025
These Terms of Service (“Terms,” “Terms of Service,” or “Agreement”) are effective as of the Effective Date and is a contract by and between LexIQ Inc., a Delaware corporation (“LexIQ,” “Company,” “us,” “we,” or “our“), and the client set forth on the Order Form or otherwise accessing and using the Service (“Client,” “you” or “your”). These Terms include the provisions set forth in this document, in the LexIQ Privacy Policy, and, if indicated in the Order Form, any additional terms specified therein (all of which shall be incorporated by reference herein to these Terms, Terms of Service, or this Agreement). Certain capitalized terms used in this Agreement are defined in the Definitions section of these Terms. If you do not agree to these Terms or you are not authorized to enter into this Agreement on behalf of Client, you are prohibited from accessing or using the Service.
By signing an Order Form or other contract that references these Terms or clicking a box or otherwise indicating your acceptance of these Terms online when requested in connection with obtaining Service from us (as applicable and whichever first occurs), Client agrees to be legally bound by these Terms. Any individual who takes action to agree to these Terms on behalf of an organization (including any legal entity) is considered to be the initial Administrator and is (i) deemed to represent and warrant to us that they are authorized to agree to these Terms on behalf of such organization and (ii) confirms that such organization understands and agrees to be bound by these Terms. If you have entered into another contract with LexIQ with respect to the Service, or under which the Service is made available to you, and there is a conflict between such separate contract and these Terms, such separate contract shall prevail with respect to such conflict if and to the extent it expressly provides that it shall govern.
1. The Service
1.1 Service. LexIQ offers an online hosted platform and certain proprietary software and related services (collectively, the “Service”) as more specifically described in an Order Form referencing these Terms and our Documentation, which Service may be provided to you on a trial or paid basis.
1.2 Trial Period. If Client is given the right to evaluate the Service on a trial basis without paying any Fees (“Trial Service”), LexIQ will enable Client to access and use the Trial Service until the earlier of (i) the end of the free trial period, or (ii) the start date of any subscription purchased by Client for the Service. Client acknowledges that the right to access and use the Trial Service is subject to these Terms, but shall be limited to Client’s evaluation of the Service, should not be used to conduct actual business operations, and is provided to Client on an “AS IS” and “AS-AVAILABLE” basis without any warranties, indemnification, support, or liability of any kind, express or implied.
1.3 Initiating Service. In order to create the Client account you will need to provide us certain information regarding Client and the Authorized Users, such as name, email address, billing information, and other information we reasonably request from time to time, which we refer to collectively as “Client Information.” You must ensure that the Client Information is accurate and complete, and is updated in a timely manner when necessary. If the Client Information is incorrect, we may not be able to contact you, and we reserve the right to suspend or terminate your subscription. It is the Client’s responsibility to protect the password for Client’s Administrator account. We reserve the right to not provide Client’s Administrator password to anyone unless we are satisfied, in our sole discretion, that the individual requesting the password is authorized by Client to obtain such password. You must notify us immediately of any unauthorized access to or use of the Administrator’s or any other Authorized User’s password, or the Service. You are responsible for all activities that occur under your subscription utilizing credentials provided to you and Authorized Users, whether or not you know about or authorize such actions.
2. Access and Use of the Service
2.1 Access and Use the Service. Upon establishing an account, Client and its Authorized Users shall have the right during the Service Term to access and use the Service, including utilizing LexIQ’s proprietary algorithms and AI-powered legal analysis tools to draft, review, and analyze legal documents solely for Client’s internal business use, subject to and in accordance with these Terms. Client and its Administrator shall ensure that all Authorized Users comply with any Client policies and legal obligations relating to the disclosure of Client Data. We do not assume any responsibility for actions taken, or omissions by, Authorized Users when using the Service that may violate Client policies or legal obligations.
2.2 Sharing Client Data; Third-Party Products. We rely upon you and your Authorized Users to determine the appropriate scope of Client Data to be provided to us and the mode of transmitting such Client Data to us to enable us to provide the Service. We understand that certain Client Data may be stored in third-party products and services you utilize in the operation of your business (“Third-Party Products”), including cloud storage platforms or document management systems, and that you may elect to enable our access to such Client Data via integrations with or other data transfers from such Third-Party Products. LexIQ shall use commercially reasonable efforts to enable the secure retrieval and processing of Client Data from Third-Party Products in a manner that is efficient for you and us, but we reserve discretion to determine whether or not we will engage directly with any particular Third-Party Products. We accept no responsibility or liability, and offer no refunds for Fees paid, if any Client Data cannot be delivered to us in a manner reasonably acceptable to us. You acknowledge and agree that, as between you and LexIQ, you shall be solely responsible (through the actions of your Administrator and Authorized Users) for: (i) configuring any tools to select the scope and content of Client Data for transfer to the Service; (ii) the accuracy and completeness of any Client Data provided to us from any Third-Party Products; and (iii) ensuring that any extraction or delivery of Client Data between our Service and Third-Party Products is compliant with such Third-Party Product’s contractual terms and use policies.
2.3 Prohibited Uses. Neither Client nor Authorized Users shall sell, resell, license, sublicense, distribute, rent, lease, or otherwise commercially exploit the Service except as expressly provided for by this Agreement. Client and its Authorized Users will not, directly or indirectly, nor permit any third party to: (i) send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation; (ii) send or store in the Service any personal health data, credit card data, personal financial data, or other such sensitive data, except as required for contractual legal review purposes; (iii) directly or indirectly use the Service for the purpose of building a competitive product, timesharing, or otherwise providing any benefit from the Service to a third party; (iv) avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by LexIQ or any of LexIQ’s providers or any other third party (including another user) to protect the Service or Client Data; (v) attempt to probe, scan, or test the vulnerability of any LexIQ systems or to breach the security or authentication measures of LexIQ systems; (vi) use or launch any automated system, including “robots,” “spiders,” “crawlers,” “data mining,” “extraction tools,” or “offline readers” or any other functionality that sends more requests to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser; (vii) use the Service in any manner that damages, disables, overburdens, or impairs any of our websites, servers, or otherwise interferes with any other party’s use of the Service or in a way intended to work around any technical limitations or usage limits; (viii) reverse engineer, decompile, disassemble, or otherwise create, attempt to create, or derive the source code from any software used in providing the Service; (ix) access the Service other than through our interface; or (x) use the Service in violation of any applicable law, for fraudulent or illegal activities, or outside the scope expressly permitted hereunder. It is the Administrator’s responsibility to ensure that all Authorized Users are aware of and instructed to comply with these Terms. Client shall be responsible for all activities conducted under its Authorized User’s logins to the Service.
3. Providing the Service.
3.1 Availability. LexIQ will endeavor to make the Service available 24 hours a day, 7 days a week, excluding such periods when the Service may be unavailable due to necessary maintenance, updates, or other factors, and unanticipated downtime. We anticipate that Service unavailability will be infrequent and of very limited duration and should we know that there will be any extended unavailability, we will use reasonable efforts to provide advance notice to you. LexIQ does not guarantee or warrant that the Service will be available at all times or will continue to be offered indefinitely. Client acknowledges and accepts that the Service is hosted and only accessible via use of the Internet and that interruptions, outages, and other connectivity problems inherent to the Internet that are outside LexIQ’s control may result in delays or unavailability of access to the Service for which we shall not have any liability. Client’s Administrator shall have the right to enable, and to limit or terminate, an Authorized User’s access and use the Service.
3.2 Support. The Administrator of your account may request information or assistance from our support team via the contact form available at lexiq.io or by email to [email protected]. Please make sure to contact us using the Administrator’s email registered with your account. We will use commercially reasonable efforts to respond and assist, but please note that we shall not have any obligation to provide specific support to you with respect to the use of the Service unless specifically provided in an Order Form. Additionally, if you experience any failure of the Service to operate in accordance with its specifications, you must provide us with sufficient information so that we may replicate such failure before we can attempt to address an issue. LexIQ will endeavor to respond to any specifically described error report within twenty-four (24) hours. We may elect to request that you cooperate and work closely with our personnel to reproduce any reported error, including conducting diagnostic or troubleshooting activities that may be requested, and any delay or failure to cooperate may delay any remediation of the error. We may also request your Administrator or other affected Authorized Users to approve access to their user accounts, computers, and/or your computer network, for troubleshooting purposes.
3.3 Enhancements. While we expect to provide updates and other enhancements to the Service from time to time, and guidance on how to use the Service as it is updated, you should not rely upon the release of any enhancements occurring when deciding to subscribe. Your decision to subscribe should be based upon the functionality available when you are making that decision, and not on potential future functionality.
3.4 LexIQ Service Providers. LexIQ engages third-parties to provide technical or other services utilized by us in performing the Service (the “LexIQ Service Providers”), and you hereby agree that such involvement by these LexIQ Service Providers is acceptable. Please see our Privacy Policy to understand the extent to which we provide any third party with access to Client Data (as defined below).
3.5 Temporary Suspension. LexIQ may suspend access to or use of all or any part of the Service without incurring any liability, if: (i) we receive a judicial or other governmental demand or order, subpoena, or law enforcement request that requires us to do so; or (ii) we reasonably determine that (a) there may be an imminent threat to the security of the Service or Client Data therein, (b) login credentials may have been compromised, (c) someone with access credentials of an Authorized User has violated the restrictions on access or use of the Service, or (d) suspension of access is necessary during any maintenance of the Service. Absent an uncured breach of these Terms, any suspension shall be as short as reasonably possible and in no event longer than ten (10) days. Our suspension rights do not limit any of our other rights or remedies, whether at law, in equity or under this Agreement.
4. Commercial Terms
4.1 Fees. Except for any free trial period, or other exception we may grant from time to time as specified in an Order Form, Client must pay the subscription price specified for the Service in the Order Form (“Fees”). Payment obligations are non-cancelable and, except as expressly stated in these Terms, Fees paid are non-refundable. If we agree to invoice Client, full payment must be received within thirty (30) days from Client’s receipt of the invoice unless otherwise provided in an Order Form. Fees stated are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Client will be responsible for paying all Taxes associated with its subscription, except for those taxes based on LexIQ’s net income.
4.2 Autorenewal. Unless an Order Form provides otherwise, (i) all subscriptions automatically renew (without the need to execute a renewal Order Form) for an additional period equal to the preceding term; and (ii) subject to any price increase (see below), the pricing during any automatic renewal term will remain the same as it was during the immediately prior term; provided, however, that either Client or LexIQ may elect to terminate Client’s access and use rights as of the end of the then current subscription term by providing not less than thirty (30) days’ notice prior to such termination date.
4.3 Payment Methods. LexIQ accepts certain debit and credit cards as well as other forms of electronic transfers as acceptable payment methods for the Service (each, an “Accepted Payment Method”), subject to the procedures and rules contained in these Terms and any applicable contract with the provider of the Accepted Payment Method. Accepted Payment Methods may vary by country or by certain features of the Service and may change from time to time. In order to facilitate the charging and payment for your subscription, Client agrees that we have permission to retain and/or share with financial institutions and payment processing firms (including any institutions or firms we retain in the future) information regarding your purchase and your submitted payment information in order to process your payment, and to use your Client Information to provide you with notices and disclosures relating to renewals and recurring charges.
4.4 Price Changes. LexIQ may change the price of any Service from time to time and add new fees and charges for certain features or to reflect a change in business or legal rules, but we will provide you with advance notice of changes in recurring subscription fees. Any increase in charges for the same Service shall not apply until the expiration of the then current subscription term and would become effective no sooner than the next time you would be charged for such Service. If you do not agree to pay the new price or other applicable charges, you may elect not to renew the Service subscription before the price change goes into effect, which cancellation would be effective at the expiration of your then current subscription term.
4.5 Paying our Payment Processor. When you pay for the Service, you are granting LexIQ the irrevocable right and permission with respect to such purchase to provide your personal data and payment information to any third-party payment processor we contract with (such as Stripe and/or one of its financial service providers) on your behalf, and to grant such firm(s) (and/or one of their respective financial service providers) the rights to collect, use, retain, and disclose such data and information. In addition, you authorize LexIQ to (i) obtain and verify your identity as necessary to complete financial transactions and (ii) determine your eligibility and authority to complete such purchase. Please note that your obligation for payment to, and relationship with, such payment processor is a contractual matter between you and such third-party; LexIQ is not a party to, or responsible on account of, such contract. While we select our payment processors carefully and enter into detailed agreements imposing performance obligations (including confidentiality) on them, we cannot and do not guarantee their performance. We encourage you to provide any feedback regarding any payment processor with which you do business to us, as we value and use your input in determining whether to continue or end such relationships. If you have any concerns or problems with a payment processor, please contact us at [email protected] as promptly as you can.
4.6 Changes to Payment Methods and Account Information. Client is responsible for ensuring that its Client Information, including all payment information (such as billing address, bank routing number, account number, debit or credit card number, and expiration date), is accurate and up to date. You may change this information at any time by contacting [email protected]. If you have any difficulty making any change to the payment method, you must notify us by contacting [email protected] and demonstrating to our satisfaction your authority to change the payment method used for the Service. If your credit card expires or the information is otherwise invalid, or you or another party controlling the payment method make changes to your billing account too close in time to when we charge for the Service subscription (so we cannot reasonably act on your changes prior to billing), we may not be aware of this and will bill the current charges to the card we have on record. The continuation of your Service subscription constitutes your authorization for us to bill the charges to the card we have, and you remain responsible for any uncollected amounts and any charges incurred by you or us as a result of billing to an invalid card or other payment method.
4.7 Costs of Collection; Credit Card Chargebacks. In addition to the Fees, Client agrees to pay any reasonable costs we incur to collect any unpaid or past due amounts, including reasonable attorneys’ fees and other associated costs. Delinquent payments will bear interest at the rate of 1.5% per month or the highest rate permitted under applicable law, whichever is less, from the payment due date until paid in full. If you purchase a Service subscription with a credit card and then subsequently request your credit card issuer to reverse that payment, LexIQ may be charged a fee. Accordingly, in order to enable you to pay fees with a credit card, you acknowledge and agree that we reserve the right to suspend your ability to use the Service until such time as you reimburse us the amount of the fee we were charged by the card issuer.
5. Use of Beta Service
We may from time to time make available a “beta” or other pre-release implementation, or module, of our Service (a “Beta Service”). If you elect to use a Beta Service, you must agree to the following specific requirements because it will be in the early development / testing phase and may contain as-yet undiscovered defects, and a primary purpose of a release of any Beta Service is to obtain feedback on performance for improving, and evaluating whether or not to provide a future general release to the Service:
(a) You are advised to safeguard important data, to use caution and not rely in any way on the correct functioning or performance of the Beta Service, and avoid use in the conduct of actual business operations;
(b) You acknowledge and agree that you accept all risks for accessing and using the Beta Service, and that the Beta Service is being provided on an “AS-IS” and “AS-AVAILABLE” basis, without any warranty or assurance whatsoever concerning its reliability, stability, or performance, and without any indemnification, support, or liability of any kind, express or implied; and
(c) You agree that the features and functionality of the Beta Service are confidential and you shall not disclose any information relating to such Beta Service unless we give you specific written permission to do so.
6. Ownership; Data Rights
6.1 LexIQ Ownership. LexIQ and its licensors exclusively own all right, title, and interest in and to the Service, including all proprietary AI models, natural language processing algorithms, document analysis technologies, and any customized workflows, automation features, or AI Agents occurring as a result of the use of the Service by you and your Authorized Users, the Documentation, and any enhancements, derivative works, or improvements to the Service and Documentation. You acknowledge that the Service is protected by copyright, trademark, and other laws of the United States and foreign countries.
6.2 Client Ownership. Client owns all right, title, and interest in and to the Client Data, subject only to the limited license expressly granted to LexIQ in these Terms.
6.3 License to Client Data. Client hereby grants to LexIQ a non-exclusive and non-transferable (except as provided in Section 16.3), license to access, capture, copy, store, transmit, process, use, and display the Client Data as necessary to provide the Service (including AI-powered legal document analysis and workflow automation features) and otherwise comply with its legal obligations relating thereto. Client may submit a written request for the deletion of Client Data at any time prior to LexIQ’s scheduled data retention destruction, and LexIQ will certify the same in writing to Client. LexIQ will handle Client Data in accordance with these Terms and its Privacy Policy.
6.4 Feedback. Client and its Authorized Users may from time to time provide LexIQ suggestions or comments for enhancements or improvements, new features or functionality or other feedback relating to the Service (“Feedback”). LexIQ will have full discretion on whether, when, and how to utilize Feedback in the development of the Service, in developing any other product or service, or sharing with another party, and any such use, incorporation, and/or disclosure of Feedback shall be permitted without attribution, permission, or any compensation paid to you.
6.5 Usage Data. Notwithstanding anything to the contrary in these Terms, LexIQ may collect and analyze statistical and analytical data and other information relating to the access, provision, use, and performance of various aspects of the Service and related systems and technologies (“Usage Data”), and LexIQ will be free (during and after the Term) to (i) use Usage Data to improve and enhance the Service and for other development, diagnostic, and corrective purposes in connection with the Service and other LexIQ product offerings, and (ii) disclose Usage Data in connection with its business provided the Usage Data so disclosed is in aggregated or other de-identified form so that no association with Client or any Authorized Users is possible.
7. Confidentiality; Privacy; Data Security
7.1 Confidential Information and Disclosure. Each party agrees as follows: (i) it will not disclose the Confidential Information (as defined below) of the other party to anyone except its employees, contractors, third-party service providers and advisors who have a need to know and who have been advised of and have agreed to treat such information in accordance with the terms of this Agreement and (ii) it will not use or reproduce the other party’s Confidential Information for any purpose other than performing its obligations or exercising its rights as described herein. Each party will be liable for the acts and omissions of its representatives with respect to the other party’s Confidential Information. “Confidential Information” means all information, disclosed by one party (the “disclosing party”) to the other (the “receiving party”), related to the business, products, solutions, services or operations of the disclosing party or a third party that has been identified as confidential or that by the nature of the information ought reasonably to be treated as confidential, including (subject to the foregoing exclusions) the Client Content. Client Confidential Information includes all Client Data. LexIQ Confidential Information includes non-public information regarding features, functionality, and performance of the Service. Confidential Information shall not include information that is (i) generally known to the public without breach of these Terms, (ii) obtained by a party from another source not known to have an obligation of confidentiality to the other party, (iii) at the time of disclosure to a party is already in the possession of such party free of any confidentiality obligation, or (iv) independently developed by a party without reference to any Confidential Information of the other party. Notwithstanding anything to the contrary herein, a receiving party shall not be deemed to have violated this Section if it discloses Confidential Information in response to a bona fide subpoena, judicial order, or other lawful process issued by a court or governmental agency of competent jurisdiction that compels such disclosure. Before doing so, to the extent lawful, the receiving party will provide reasonable written notice to the disclosing party before any such disclosure so that the disclosing party may seek a protective order or other appropriate remedy to prevent or limit such disclosure. In any event, the receiving party will furnish only that portion of the Confidential Information that it is legally required to furnish.
7.2 Privacy. LexIQ will handle all Personal Data in accordance with its Privacy Policy, which governs the collection, processing, and use of Personal Data by LexIQ in connection with the Service.
7.3 Security. LexIQ shall utilize industry-standard tools and maintain appropriate administrative, physical, and technical safeguards to protect the security and integrity of the Service and Client Data. As a Microsoft Word Add-in hosted entirely in Azure, LexIQ adheres to the highest levels of security controls and compliance available through Microsoft. Clients may refer to Microsoft’s latest SOC II, Type II reports for further details on security and compliance measures found here: Microsoft Service Trust Portal. LexIQ shall not diminish the protections provided by its security measures during the Service Term. Client will use industry-standard tools and commercially reasonable efforts to maintain the security and integrity of its systems that access or are integrated with the Service and will inform LexIQ of any unauthorized access to or use of the Service, or any compromise in the security of any Authorized User’s login credentials.
8. Term and Termination
8.1 Service Term. Client may access and use the Service during the Service Term as set forth in the Order Form, and as may be extended as a result of any automatic or other renewal of a subscription term, subject to Section 8.2.
8.2 Termination. Either party may terminate the Service Term and this Agreement immediately upon written notice (i) for any or no reason or (ii) in the event that the other party breaches any provision of the applicable Order Form or these Terms and fails to cure the breach within thirty (30) days of notice thereof from the non-breaching party.
8.3 Effect of Termination. Upon expiration or termination of the Service Term: (i) Client and all Authorized Users shall immediately cease accessing the Service, except solely to obtain any Client Data during the thirty (30) day period immediately following the termination date (the “Wind-up Period”); (ii) Client shall pay LexIQ any unpaid Fees due according to these Terms; and (iii) each party shall promptly return to the other party, or at the other party’s written request, destroy all Confidential Information of the other party, except to the extent: (a) it is necessary to retain or use such Confidential Information in connection with the provision of any surviving obligations hereunder, (b) it is required by applicable law, or (c) it is retained in its backups, archives, and disaster recovery systems until it is deleted in the ordinary course and in accordance with applicable law, provided that all such retained Confidential Information remains subject to all confidentiality, security, and other applicable requirements of this Agreement. LexIQ shall have no obligation to maintain or provide any Client Data and, unless legally prohibited, LexIQ shall be entitled to delete all Client Data, after the expiration of the Wind-up Period. Client shall be responsible for full payment of Fees due for the entire Service Term, including any subscription period that would have extended beyond the termination date if Client terminates the Service Term pursuant to Section 8.2(i) or LexIQ terminates the Service Term pursuant to Section 8.2(ii). LexIQ will refund Client a pro-rata portion of any prepaid Fees allocable to the subscription period after the termination date if LexIQ terminates the Service Term pursuant to Section 8.2(i) or Section 10.1, or Client terminates the Service Term pursuant to Section 8.2(ii), Section 16.5, or Section 16.9. Sections 6 (other than 6.3), 10, 11, 12, 13, and 16 shall survive termination or expiration of the Agreement, and any other provision that, by its nature and context is intended to survive termination of the Agreement, shall survive.
9. Warranty and Disclaimer
9.1 Contracting Warranties. LexIQ and Client each represents and warrants to the other that: (i) if it is a legal entity, it is duly organized and validly existing under the laws of the jurisdiction in which it is organized; (ii) the individual entering into these Terms on its behalf has full power and authority, and has obtained all approvals, permissions, and consents necessary, to enter into this Agreement and obligate it to perform its obligations hereunder; (iii) this Agreement is legally binding upon it and enforceable in accordance with its terms; (iv) it shall comply with all applicable laws in connection with its performance or use of the Service; and (v) the execution and performance under these Terms does not and will not conflict with any agreement, instrument, judgment, or understanding, oral or written, to which it is a party or by which it may be bound.
9.2 Service Warranty. LexIQ warrants to Client that during the Service Term: (i) the Service will be provided in conformity with industry standards in a professional and workmanlike manner and (ii) LexIQ will provide the Service in a manner that is designed to be free of all viruses, worms, Trojan horses, and other malicious code the purpose of which is to permit unauthorized access to, or cause harm or impede in any manner any of Client’s computer systems or data (the “Service Warranty”). Non-substantial variations of performance from the published specifications in the Documentation do not constitute a breach of the Service Warranty or any right to assert a claim hereunder. The Service Warranty is void if the breach arises as a result of any modification of the Service by Client, an Authorized User, or any third party not authorized by LexIQ to make such modification, or as a result of any Force Majeure Event. Client’s sole and exclusive remedy and LexIQ’s entire obligation and liability with respect to any breach of the Service Warranty shall be, at LexIQ’s sole option and expense, to either (a) provide a correction or other repair or modification of the Service that does not degrade the functionality of the Service, (b) provide a functionally equivalent substitute for the Service, or (c) terminate the Service Term. Any claim for a breach of the Service Warranty clams must be made by notice to LexIQ within the Service Term.
9.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, LEXIQ EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. LEXIQ MAKES NO WARRANTY THAT THE SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS OR THAT THE SERVICES WILL MEET (OR ARE DESIGNED TO MEET) CLIENT’S BUSINESS REQUIREMENTS.
9.4 Third-Party Products. The Service is designed to work with certain Third-Party Products, but we do not control the performance or continued availability and/or integration of Third-Party Products. Accordingly, you acknowledge and agree that (i) we are not responsible for the performance of Third-Party Products, even if we reference or provide links thereto, including, without limitation, their use or treatment of Client Data therein; (ii) we are not responsible or liable for any content or other materials generated by such Third-Party Products; (iii) we are not responsible for any technical inability to access Client Data in such Third-Party Products via our Service; and (iv) we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Products.
10. Indemnification
10.1 LexIQ Indemnification. LexIQ will defend Client from any claims, actions, and proceedings brought against Client by a third party alleging that the Service, as provided by LexIQ to Client and used in accordance with these Terms infringes any patent, copyright, or trademark or misappropriates a trade secret of any third party (each, an “Infringement Claim”). LexIQ will indemnify Client from all fines, damages, and costs finally awarded against Client by a court of competent jurisdiction or a government agency, or agreed to in a settlement, arising from an Infringement Claim, including any reasonable out-of-pocket expenses (including attorneys’ fees) incurred by Client. If the Service becomes or in LexIQ’s opinion is likely to become subject to an Infringement Claim, LexIQ may in its sole discretion and expense: (i) modify the Service to render it non-infringing or provide a replacement service, provided that such modification or replacement shall not degrade the functionality, operation, or performance of the Service; (ii) obtain a license for Client’s continued use of the Service; or (iii) terminate the Service Term. LexIQ’s obligations pursuant to this Section 10.1 will not apply to the extent that such claim is caused by or results from: (a) any access or use of the Service in violation of these Terms or any Documentation; (b) any modification to the Service made by a party other than LexIQ or a third party authorized by LexIQ to make such modification; (c) the failure of Client to use any reasonable corrections or modifications to the Service made available by LexIQ (provided use of such corrections or modifications does not materially degrade the Service); or (d) the combination of the Service with other products, services, processes, or technologies (where the infringement would have been avoided but for the combination).
10.2 Client Indemnification. Client will defend LexIQ from any claims, actions and proceedings brought against LexIQ by a third party arising out of, related to, or in connection with any Client Data uploaded into the Service or otherwise provided to LexIQ in violation of any applicable law or such third party’s rights therein.
10.3 Indemnification Process. The party seeking indemnity under this Section 10 (the “Indemnitee”) must provide the party obligated to indemnify (the “Indemnitor”) the following: (i) prompt notice of any claim for which the Indemnitee intends to seek indemnification within a reasonable period after learning of the claim (provided that any delay in providing the notice will relieve the indemnifying party of its indemnification obligations only to the extent that the delay prejudices the indemnifying party); (ii) sole control over the defense and settlement of the claim, provided that the Indemnitor shall not enter into any settlement requiring payment of money or other affirmative act (or inaction) by the Indemnitee without the Indemnitee’s prior written consent, which consent shall not be unreasonably withheld, delayed, or conditioned; and (iii) all cooperation and assistance reasonably requested by the Indemnitor, at Indemnitor’s expense for reasonable out-of-pocket costs. The Indemnitee may participate in the defense of the claim at its sole expense.
10.4 Exclusive Remedy. This section 10 states the Indemnitor’s sole liability to, and the Indemnitee’s exclusive remedy against, the other party for any type of claim described in this Section 10.
11. Limitation of Liability
11.1 CONSEQUENTIAL DAMAGES EXCLUSION. EXCEPT FOR (I) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, OR LIABILITY ARISING FROM ITS GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD AND (II) CLIENT’S OBLIGATIONS TO PAY FEES, NEITHER CLIENT NOR LEXIQ (OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE) WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, LOST GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, OR THE COST OF OBTAINING ANY SUBSTITUTE SERVICE, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY IN ALL CIRCUMSTANCES.
11.2 LIMITATION OF LIABILITY. EXCEPT FOR (I) EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, OR LIABILITY ARISING FROM ITS GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, AND (II) CLIENT’S OBLIGATIONS TO PAY FEES, EACH PARTY’S MAXIMUM AGGREGATE LIABILITY HEREUNDER WILL NOT EXCEED THE GREATER OF THE TOTAL AMOUNT OF FEES PAID OR PAYABLE TO LEXIQ UNDER THE ORDER FORM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE LIABILITY AROSE (THE “LIABILITY CAP”); PROVIDED, HOWEVER, THAT A PARTY’S INDEMNIFICATION OBLIGATIONS SHALL NOT EXCEED TWO TIMES (2X) THE AMOUNT OF THE LIABILITY CAP.
12. Notices
All notices required or permitted to be given by one party to the other in connection with this Agreement shall be sufficient if in writing and delivered via email, with any email sent to Client to be delivered to the then-current email address of the Administrator provided to LexIQ and with any email sent to LexIQ to be delivered to [email protected], or to such other address as LexIQ has designated by notice to Client. Client hereby consents to receive electronic communications related to its subscription and use of the Service. Notices delivered via email will be considered delivered and effective as of the time it is sent.
13. Dispute Resolution
13.1 Negotiation. The parties agree to use commercially reasonable efforts to settle any dispute through negotiation with each other before initiating any arbitration process provided herein (at least for sixty (60) days).
13.2 Alternative Dispute Resolution Process. Unless you are subject to the Mandatory Arbitration Provisions set out below, and subject to any applicable laws, if a claim arises between Client and LexIQ where the total value of such claim is less than US$10,000, the party initiating the claim may elect to have the dispute resolved pursuant to a binding arbitration process that does not require attendance in person. This “Alternative Dispute Resolution Process” shall be initiated by either of us sending notice to the other, in which event Client and LexIQ agree to use our reasonable efforts to agree within thirty (30) days upon an individual or service to manage the Alternative Dispute Resolution Process (the “Arbitration Manager”) according to the following requirements: (i) neither party shall be required to attend any proceeding in person, (ii) the proceeding will be conducted via written submissions, telephone or online communications or as otherwise agreed upon, (iii) the fees for the Arbitration Manager will be borne equally by the parties or be submitted to the Arbitration Manager to determine as part of the dispute and (iv) the judgment rendered by the Arbitration Manager may be entered in any court of competent jurisdiction for enforcement. If you are a resident of the European Union (EU), please note that we offer this Alternative Dispute Resolution Process, but we cannot offer you the European Commission Dispute Platform as we do not have an establishment in the EU.
13.3 Mandatory Arbitration Provisions. If you reside in the United States or are otherwise subject to the US Federal Arbitration Act, you and LexIQ agree to resolve any claims relating to these Terms or the Service – except any dispute relating to the enforcement or validity of intellectual property rights – through final and binding arbitration by a single arbitrator, except as set forth under Exceptions for Injunctive Relief below. This includes disputes arising out of or relating to interpretation or application of this “Mandatory Arbitration Provisions” section, including its enforceability, revocability, or validity. The Federal Arbitration Act governs the interpretation and enforcement of these Mandatory Arbitration Provisions. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules, as modified by these Mandatory Arbitration Provisions. You may review those rules and procedures, and obtain a form for initiating arbitration proceedings at the AAA’s website. The arbitrator will decide the substance of all claims in accordance with the laws of the State of Delaware, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court possessing jurisdiction over the parties, except for a limited right of appeal under the Federal Arbitration Act. The arbitration will be held in Wilmington, Delaware, or any other location we agree to. If, however, the value of the relief sought is US$10,000 or less, either of us may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on us, subject to the arbitrator’s discretion to require an in-person hearing. Attendance at an in-person hearing may be made by telephone by you and/or us unless the arbitrator requires otherwise.
13.4 Exception for Injunctive Relief. Notwithstanding the provisions of Section 13.2 and 13.3, either the Client or LexIQ may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Service, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.
13.5 Class Action Waiver. YOU MAY ONLY RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS, AND MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS AREN’T ALLOWED. IF THIS SPECIFIC PARAGRAPH IS HELD UNENFORCEABLE, THEN THE ENTIRETY OF THIS “MANDATORY ARBITRATION PROVISIONS” SECTION WILL BE DEEMED VOID.
14. Definitions
The following terms are defined for use in these Terms and in any Order Form:
14.1 “Administrator” means the individual who initiates a subscription for a Client, and any other individual that assumes the role of Administrator on behalf of a Client during the Service Term.
14.2 “Authorized User” means Client’s (i) employees and contractors solely for the purpose of providing services to Client.
14.3 “Client Data” means any Client data, information, or materials provided by Client or any Authorized User or otherwise transmitted from a Third-Party Product in connection with Client’s use of the Service.
14.4 “Documentation” means any online guides, instructions, demos, manuals, and other similar documentation LexIQ provides or makes available from time to time on its web site, within the Service, or otherwise.
14.5 “Effective Date” means the date set forth in an Order Form or any earlier date on which Client enters into another contract that references these Terms, or takes an action online to accept these Terms when requested in connection with obtaining Service from us (as applicable and whichever first occurs).
14.6 “Service Term” means that period of time during which Client’s Authorized Users are entitled to access and use the Service, commencing upon the Effective Date and continuing for the duration of the trial or subscription as indicated on the Order Form including, when applicable, any renewal of such trial or subscription period, subject in any event to earlier termination as set forth herein.
14.7 “Service” means the online hosted platform and related services provided to Client by LexIQ that may be more specifically described in an Order Form referencing these Terms, including, without limitation, all software, information, and Documentation, and all updates, modifications, and enhancements thereto that may hereafter be made available by LexIQ.
15. Miscellaneous
15.1 Waivers. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. No waiver by either Client or LexIQ of any breach or default or failure to exercise any right allowed under the Agreement is a waiver of any proceeding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under the Agreement. The section headings used herein are for convenience only and shall be of no legal force or effect.
15.2 Publicity. LexIQ may use Client’s name, logo, and trademarks solely to identify Client as a client of LexIQ on LexIQ’s website and other marketing materials and in accordance with Client’s trademark usage guidelines (assuming Client provides said guidelines to LexIQ) unless Client provides notice to LexIQ that such use is not permitted.
15.3 Assignment. Neither party may assign any of its rights under this Agreement or delegate its performance under this Agreement without the prior written consent of the other party; except that either may assign its rights and delegate its performance under this Agreement to: (i) any entity that acquires all or substantially all of its assets; (ii) any Affiliate that controls, is controlled by, or is under common control with the party; and (iii) any successor in a merger, acquisition, or reorganization, including any judicial reorganization; provided that, in each instance, notice of such assignment is promptly given and all Fees owed and due have been paid and the assignee agrees to be bound by all the terms of this Agreement.
15.4 Governing Law. This Agreement and any disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. Subject to the dispute resolution provisions in Section 13 of these Terms, the parties consent to the personal and exclusive jurisdiction of the federal and state courts of Wilmington, Delaware.
15.5 Force Majeure. If the performance of this Agreement or any obligation hereunder (other than obligations of payment) is prevented or restricted by reasons beyond the reasonable control of a party including but not limited to act of nature, act of God, fire, casualty, flood, war, failure of public utilities, injunction or any act, exercise, assertion or requirement of any governmental authority, computer related attacks, hacking, epidemic, pandemic or acts of terrorism (a “Force Majeure Event”), the party so affected shall be excused from such performance and liability to the extent of such prevention or restriction and, if such party has used reasonable efforts to avoid such occurrence and minimize its duration and has given prompt written notice to the other party, then such party’s failure to perform shall be excused and the time for performance shall be extended for the period of delay or inability to perform due to such occurrence; provided, however, if any Force Majeure Event continues to prevent performance continuously for ninety (90) days, the party whose performance has not been affected thereby may elect to terminate the Service Term by notice to the other party.
15.6 Independent Contractors. The parties shall be independent contractors under this Agreement, and nothing herein shall constitute either party as the employer, employee, agent, or representative of the other party, or both parties as joint venturers or partners for any purpose.
15.7 Anti-Corruption. Client agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of LexIQ employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Client learns of any violation of the above restriction, Client will use reasonable efforts to promptly notify LexIQ.
15.8 Entire Agreement. These Terms (together with each applicable Order Form) constitute the entire agreement between the parties hereto pertaining to the subject matter hereof. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to reflect the parties’ intent to the extent permissible, and the other provisions herein shall remain in full force and effect. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form and (2) the terms set forth in this document.
15.9 Modifications. We may modify these Terms at any time, in our sole discretion, as new features, technology, or legal requirements arise, so please check back from time to time. You may always determine if the Terms have changed by checking the Publication Date at the top of these Terms. If we modify these Terms in a manner that materially adversely affects your rights or obligations under these Terms we will provide notice to you either by emailing the email associated with your account or providing an in-product notification, and such changes will become effective no sooner than thirty (30) days after we notify you. All other changes to these Terms will be effective immediately. If you decide that you do not wish to accept the updated terms that materially adversely affect your rights or obligations herein, you may, by delivering notice to LexIQ within thirty (30) days after the notification of the modified Terms, elect to terminate the Service Term as of the later of the effective date of the modified Terms or the date specified in your notice; your continued use of the Service after the effectiveness of that update will be deemed to represent your agreement with, and consent to be bound by, the new Terms. Except for changes made by us as described here, no other amendment or modification of these Terms shall be effective unless set forth in a written agreement expressly amending these Terms and bearing a written signature by you and us. For clarity, email or other communications will not constitute an effective written agreement for this purpose.
Please note that “Stripe” is a trademark of Stripe, Inc. and or its affiliates in the U.S. and other countries, and other trademarks and service marks referenced herein are the trademarks of their respective owners. LexIQ does not endorse any of these services, and neither Stripe nor any other services mentioned in these Terms should be interpreted as an endorsement or recommendation of any LexIQ service, and no assumption of any endorsement should be taken from LexIQ’s integration with or use of any of those services.