Terms of Service

1. INTRODUCTION

1.1 Applicable Parties

These End User Terms of Service ("Terms") govern your access to and use of the services provided by GetCounsel, Inc. (trading as Context Systems) ("GetCounsel," "we," "us," or "our") to authorized end users ("End Users," "you," or "your") of organizations who subscribe to our services ("Subscribers"). By accessing or using our services ("Services"), you agree to be bound by these Terms, as well as the associated Privacy Policy and Subprocessor List, which are available at https://contextsystems.com/privacy and incorporated herein by reference.

1.2 Service Description

GetCounsel provides a software platform that organizes information held in a Subscriber's existing systems and makes it available to authorized users, including through the use of artificial intelligence. The Services are provided to organizations and their authorized users for internal business purposes.

GetCounsel is not a law firm, is not an attorney, and does not provide legal services or legal advice. The Services do not create an attorney-client relationship between GetCounsel and any user or any user's client. All output generated by the Services is provided for review by a licensed attorney and must not be relied upon without such review.

2. ACCOUNT REGISTRATION AND SECURITY

2.1 Account Creation

You may be required to create an account to access our services. During the registration process, you agree to provide accurate, current, and complete information and to update it as necessary.

2.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and all activities under your account. You agree to notify us immediately of any unauthorized access to or use of your account. You may not use a third party's account, username, or password at any time. GetCounsel shall not be liable for any losses you incur due to someone else's use of your account or password, either with or without your knowledge.

2.3 Account Types

GetCounsel offers two types of accounts:

3. USE OF SERVICES

3.1 License

Subject to your compliance with these Terms, GetCounsel grants you a limited, non-exclusive, non-transferable, and revocable license to access and use our Services for your internal business purposes.

3.2 Restrictions

You shall not:

• Modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, or services obtained from our Services
• Use our Services for any unlawful purpose or in violation of any applicable laws or regulations
• Interfere with or disrupt the integrity or performance of our Services or the data contained therein
• Attempt to gain unauthorized access to our Services or related systems or networks
• Permit direct or indirect access to or use of our Services in a way that circumvents a contractual usage limit
• Use the Services for benchmarking or to compile information for a product or service
• Access or use the Services for the purpose of developing or operating products or services intended to be offered to third parties in competition with GetCounsel
• Allow access to your Account by a direct competitor of GetCounsel
• Frame the Service, place pop-up windows over its pages, or otherwise affect the display of its pages
• Access or use the Account of another Customer without permission
• Introduce or upload anything to the Services that contains viruses, malware, spyware, worms, or other malicious or harmful code
• Engage in any activity that could disable, overburden, or impair the proper working of the Services

3.3 Subscriber Agreement

Your access to and use of our Services may be subject to additional terms and conditions outlined in the agreement between GetCounsel and the Subscriber who authorized your access ("Subscriber Agreement"). In the event of a conflict between these Terms and the Subscriber Agreement, the Subscriber Agreement shall control.

3.4 Non-Attorney and Attorney Users

Both non-attorney and attorney users must agree that any output generated by the Services must be reviewed and verified by a licensed attorney. Users acknowledge that legal advice cannot be derived solely from the platform, as software is not licensed for legal services and AI may produce inaccurate information, known as "hallucinations." Non-attorney users are prohibited from relying on the platform as a form of legal advice in itself. Attorney users also agree not to rely on GetCounsel as a legal advisor, or anything tantamount to a law partner, paralegal or substitute for independent verification, particularly in litigation settings.

3.5 Pre-Release Features

GetCounsel may make pre-release or evaluation features available and will identify them as such within the Services. Pre-release features are provided for evaluation, may contain defects, and may be modified, suspended or discontinued without notice. GetCounsel does not warrant the accuracy or completeness of output generated by pre-release features.

The security measures described in GetCounsel's Data Processing Addendum, and GetCounsel's confidentiality obligations under the applicable Subscriber Agreement, apply to all Services including pre-release features. Nothing in this section limits those obligations.

4. INTELLECTUAL PROPERTY

4.1 Ownership

GetCounsel and its licensors own all right, title, and interests in and to our Services, including all intellectual property rights therein. These Terms do not grant you any rights to use our trademarks, logos, domain names, or other brand features.

4.2 Work Product

All work product generated by a Subscriber or its authorized users through the Services belongs to the Subscriber. The underlying platform and its functionality remain the property of GetCounsel.

4.3 Feedback

If you provide any feedback, suggestions, or ideas regarding our Services, you grant us a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate such feedback into our Services.

Notwithstanding the foregoing, this section does not apply to any material that contains Customer Data, confidential information of a Subscriber or its clients, or information subject to legal privilege. GetCounsel shall treat any such information in accordance with its confidentiality obligations under the applicable Subscriber Agreement and shall not publish or disclose it.

5. PRIVACY AND DATA USAGE

5.1 Commitment to Privacy

GetCounsel is committed to protecting the privacy and confidentiality of all user and client data. This section outlines how data is collected, used, stored, and protected in compliance with applicable laws and regulations. For detailed information, please refer to our Privacy Policy, which is available at https://contextsystems.com/privacy and incorporated into these Terms by reference.

5.2 Data Handling Practices

• User Data: Data provided by users, including account information and usage data, is processed solely for the purpose of delivering and improving the Services.
• Client Data: Data submitted by lawyers or their clients through the platform is processed solely to provide the Services. GetCounsel does not access, use, or disclose client data for any purpose other than providing the Services.

5.3 AI Processing

The Services process data submitted by or on behalf of a Subscriber in order to generate output in response to user requests. Where the Subscriber has entered into a Master Services Agreement or Data Processing Addendum with GetCounsel, those agreements govern how that data may be processed, retained and used, and prevail over this section.

5.4 Data Ownership

Users retain full ownership of all data submitted to the platform. GetCounsel acts as a processor of this data and does not claim any ownership rights over it.

5.5 Data Security

GetCounsel maintains technical and organizational security measures to protect Customer Data, including encryption in transit and at rest and access controls. These measures are described in GetCounsel's Data Processing Addendum.

5.6 Compliance with Data Protection Laws

GetCounsel maintains a data protection program designed to meet the requirements of applicable data protection laws, including the General Data Protection Regulation, the UK GDPR and the California Consumer Privacy Act. Users have the right to access, correct, or delete their data as permitted by law.

5.7 Data Sharing and Subprocessors

GetCounsel may engage third-party subprocessors to assist in delivering the Services. A current list of subprocessors, including their purpose, is published at https://contextsystems.com/privacy. All subprocessors are contractually obligated to data protection standards no less protective than those GetCounsel is subject to.

5.8 Data Backup and Retention

GetCounsel maintains backups of Customer Data in accordance with the technical and organizational measures set out in its Data Processing Addendum. Retention and deletion of Customer Data are governed by the applicable Subscriber Agreement. Users remain responsible for maintaining their own records of any material they are required to retain under applicable professional or regulatory obligations.

5.9 Additional Information

For more details on how we handle your data, please review our Privacy Policy and Subprocessor List, which are available at https://contextsystems.com/privacy and incorporated into these Terms by reference.

5.10 Connected Systems

Where a Subscriber authorizes a connection to its email, calendar or document systems, the Services access and process the content and metadata of messages, calendar entries, documents and attachments within the scope authorized by the Subscriber. That scope may be authorized by an administrator on behalf of the organization or by individual users, depending on the Subscriber's configuration.

Where the connected system is a Google service, our access to and use of Google user data complies with the Google API Services User Data Policy, including its Limited Use requirements. Where the connected system is a Microsoft service, our access complies with the applicable Microsoft API terms.

6. FORCE MAJEURE

Neither party will be liable for any failure or delay in the performance of its obligations under these Terms (except for the payment of money owed) due to causes beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, and internet connectivity. The party affected by the force majeure event will notify the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable.

7. USER CONTENT AND DATA

7.1 Ownership

All content and data submitted through the Services belongs to the Subscriber or the submitting user. You grant GetCounsel a limited, non-exclusive licence to host, process and transmit that content solely to the extent necessary to provide the Services to you and to the Subscriber, and for no other purpose. This licence terminates on deletion of the content or termination of the Subscriber Agreement, whichever is earlier.

7.2 User Responsibilities

You warrant that you have all necessary rights to submit any content or data to the platform and that such submission does not violate any laws or third-party rights.

7.3 Prohibited Uses

The platform may not be used for any illegal or criminal endeavors, including but not limited to:

• Money laundering or terrorist financing
• Fraud or misrepresentation of legal services
• Unauthorized practice of law
• Infringement of intellectual property rights
• Harassment or discrimination
• Creation or distribution of malicious legal documents

7.4 User Comments and Feedback

If you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, "Comments"), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate, and otherwise use in any medium any Comments that you forward to us. We are and shall be under no obligation (1) to maintain any Comments in confidence; (2) to pay compensation for any Comments; or (3) to respond to any Comments.

Notwithstanding the foregoing, this section does not apply to any material that contains Customer Data, confidential information of a Subscriber or its clients, or information subject to legal privilege. GetCounsel shall treat any such information in accordance with its confidentiality obligations under the applicable Subscriber Agreement and shall not publish or disclose it.

8. ADDITIONAL TERMS

Additional terms governing warranties, limitation of liability, indemnification, confidentiality, dispute resolution and general provisions are set out in the agreement between GetCounsel and the Subscriber who authorized your access. Where no such agreement applies, please contact legal@contextsystems.com.

CONTACT INFORMATION