Terms of Service

These Terms of Service (the “Terms”) govern use of the CaseAgent product and related services (collectively, the “Service”) provided by [REVIEW: insert legal entity name (e.g., CaseAgent, Inc.)] (“CaseAgent,” “we,” “us”).

By signing up for, accessing, or using the Service, you agree to these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind it, and “Customer” means that organization.

1. Acceptance and eligibility

The Service is intended for business use by organizations and their authorized personnel. You may use the Service only if you are at least 18 years old and able to form a binding contract with us under applicable law. You may not use the Service if we have previously terminated your access or if you are barred by applicable law from receiving the Service.

2. Definitions

• “Customer Data” means data, content, and materials submitted to or processed through the Service by Customer or its Authorized Users, including cases, intake reports, evidence, AI prompts, AI outputs, and audit-log entries generated on Customer’s behalf.
• “Authorized User” means an individual whom Customer authorizes to access and use the Service under Customer’s subscription (for example, an employee or contractor of Customer).
• “Documentation” means our published user guides, knowledge-base articles, and API documentation for the Service, as we may update from time to time.
• “Order Form” means an ordering document, online checkout, or trial enrollment by which Customer subscribes to a plan.
• “Subscription Term” means the period stated on the Order Form during which Customer is entitled to access the Service.

3. Account and access

Customer’s administrator (the “Workspace Admin”) is responsible for managing Authorized Users, assigning roles, configuring access policies, enabling integrations, and configuring AI features. Customer is responsible for the acts and omissions of its Authorized Users as if they were Customer’s own. Authentication is provided by our identity vendor; Customer is responsible for keeping credentials secure and notifying us promptly of any suspected unauthorized access.

4. Subscriptions, fees, and billing

Plans and fees

Plans, fees, included quantities, overage charges (including for storage), and Subscription Term are described on the applicable Order Form or pricing page.

Payment

Unless an Order Form provides otherwise, fees are billed in advance and are non-refundable except as expressly stated. Overage charges (including metered storage) are billed in arrears. Late payments accrue interest at the lower of 1.5% per month or the maximum permitted by law. [REVIEW: confirm late-fee rate]

Auto-renewal

Subscriptions automatically renew for successive periods equal to the prior term unless either party gives written notice of non-renewal at least [REVIEW: 30 days] before the end of the then-current term. Renewal fees may be at then-current list pricing.

Taxes

Fees do not include taxes. Customer is responsible for all sales, use, VAT, GST, and similar taxes other than taxes based on CaseAgent’s net income.

Disputes

Customer must notify us in writing of any billing dispute within [REVIEW: 30 days] of the invoice date; otherwise the invoice is deemed accepted.

5. Free trials

We may offer free trials of the Service. Trials are provided “as is” without warranties of any kind, may be limited in features and capacity, and may be modified or terminated by us at any time. Customer Data created during a trial may be deleted if the Customer does not subscribe before the trial ends.

6. Customer Data

Ownership

As between the parties, Customer owns and retains all right, title, and interest in and to Customer Data. Customer grants CaseAgent a limited, worldwide, non-exclusive license to host, copy, transmit, process, display, and otherwise use Customer Data solely as necessary to: (a) provide and maintain the Service; (b) prevent or address service or technical problems; (c) comply with law or a valid legal request; and (d) deliver AI features the Customer enables (using Customer Data as input only — not for model training).

Customer responsibilities

Customer is responsible for the accuracy, quality, and lawfulness of Customer Data, for obtaining all necessary rights and consents (including from data subjects) to submit it to the Service, and for complying with all applicable laws — including employment, whistleblower, privacy, and evidence-preservation laws — in its use of the Service.

7. Acceptable use

Customer and Authorized Users will not:

• Use the Service for any unlawful, infringing, deceptive, or harmful purpose, or in a way that violates the rights of others.
• Upload malicious code or content intended to disrupt, damage, or impair the Service.
• Reverse engineer, decompile, or attempt to derive the source code of the Service except to the extent permitted by applicable law.
• Resell, sublicense, or provide the Service as a managed service to third parties.
• Use the Service to send unsolicited communications, harvest contact information, or perform automated scraping outside of documented APIs and their rate limits.
• Circumvent access controls, audit logging, legal-hold gating, or rate limits, or attempt to access another customer’s data.
• Use the Service to make decisions producing legal or similarly significant effects without meaningful human review.

We may suspend access immediately if a use poses a security, integrity, or legal risk to the Service, other customers, or the public.

8. AI features

AI features (such as summarization, contradiction detection, and drafting assistance) are off by default and are enabled and configured by the Workspace Admin. When enabled, the Service sends relevant Customer Data to a configured AI provider for inference.

• AI output is generated material, may be inaccurate or incomplete, and may not reflect the latest state of Customer Data. Customer is responsible for reviewing AI output before relying on it for any consequential decision.
• We do not use Customer Data to train or fine-tune foundation models, ours or anyone else’s. Where supported by the AI provider, we use zero-retention configurations.
• Customer is responsible for ensuring that its use of AI features complies with applicable law, including in jurisdictions that regulate automated decision-making and AI assistance in investigations or HR processes.

9. Confidentiality

Each party (the “Receiving Party”) will protect the other party’s confidential information using at least the same care as it uses to protect its own confidential information of like importance, and in any event no less than a reasonable degree of care. The Receiving Party will use confidential information only as necessary to perform under these Terms and will not disclose it to any third party except to its personnel and contractors with a need to know who are bound by confidentiality obligations no less protective than these. Customer Data is Customer’s confidential information.

10. Privacy and data processing

Our handling of personal information in Customer Data is governed by our Privacy Policy and our Data Processing Addendum (DPA), which is incorporated by reference for customers subject to the GDPR, UK GDPR, the CCPA, or similar laws. [REVIEW: publish DPA at /legal/dpa and link here]

11. Service availability and changes

We work to keep the Service available, but availability is not guaranteed. We may schedule maintenance windows and may make backwards-compatible changes to the Service from time to time. We will provide reasonable advance notice of material adverse changes to functionality the Customer is paying for.

Service-level commitments, if any, are stated in the applicable Order Form or a separate service-level agreement. [REVIEW: MVP launch ships without SLA; consider adding before enterprise deals.]

12. Security and legal holds

We maintain administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, loss, or alteration. A summary of current measures is in our Privacy Policy. We will notify Customer of a confirmed security incident affecting Customer Data without undue delay and in any event within the period required by applicable law.

The Service supports legal-hold flags that block deletion in-product. Customer is responsible for placing and releasing legal holds. We will not delete data subject to an active hold during the Subscription Term or during the post-termination export period described below.

13. Suspension and termination

Either party may terminate these Terms for material breach by the other party that is not cured within [REVIEW: 30 days] of written notice (or, for non-payment, [REVIEW: 10 days]). We may suspend or terminate access immediately if (a) Customer’s use of the Service poses a security, integrity, or legal risk; (b) we are required to do so by law; or (c) Customer becomes the subject of a bankruptcy or similar proceeding.

14. Effect of termination

• For [REVIEW: 30 days] after termination, Customer may export Customer Data using the in-product export tools. After that period, we will delete Customer Data from production systems; encrypted off-site backups will expire on their normal rotation.
• Items subject to an active legal hold will not be deleted until the hold is released; retention may continue on commercial terms.
• Sections that by their nature should survive termination (including ownership, confidentiality, payment obligations accrued before termination, disclaimers, limitation of liability, indemnification, and governing law) will survive.

15. Intellectual property

We and our licensors retain all right, title, and interest in and to the Service and Documentation, including all intellectual property rights. Except for the limited rights expressly granted in these Terms, no rights are granted to Customer by implication, estoppel, or otherwise. Customer’s rights to Customer Data are addressed in Section 6.

16. Feedback

If Customer or its Authorized Users provide suggestions, ideas, or feedback about the Service, we may use them without restriction or obligation. We will not identify Customer as the source without permission.

17. Disclaimer of warranties

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” CASEAGENT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT DEFECTS WILL BE CORRECTED; OR THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, OR FIT FOR A PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

18. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO CASEAGENT IN THE [REVIEW: 12 months] PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations do not apply to (a) Customer’s payment obligations; (b) either party’s indemnification obligations; (c) breach of the confidentiality section; or (d) liability that cannot be limited under applicable law. [REVIEW: confirm carve-outs with counsel — IP/data breach often added.]

19. Indemnification

By CaseAgent

CaseAgent will defend and indemnify Customer against third-party claims that the Service, when used as permitted under these Terms, infringes a third party’s intellectual property right. Our obligations exclude claims arising from (a) Customer Data; (b) use of the Service in combination with products not provided by us where the claim would not have arisen but for the combination; or (c) modifications not made by us. If the Service is or is likely to become the subject of an infringement claim, we may, at our option, modify or replace it, obtain a license, or terminate the affected portion and refund prepaid unused fees.

By Customer

Customer will defend and indemnify CaseAgent against third-party claims arising from (a) Customer Data, including claims that Customer’s collection, use, or disclosure of Customer Data violates law; or (b) Customer’s breach of Section 7 (Acceptable use).

Procedure

The indemnified party must give prompt written notice of the claim, cooperate in the defense, and grant the indemnifying party sole control of the defense and settlement (provided the settlement does not require an admission or unreimbursed payment by the indemnified party).

20. Compliance, export, and sanctions

Each party will comply with applicable laws in its performance under these Terms. The Service may be subject to U.S. and other export control and sanctions laws. Customer represents that it is not located in, and will not provide access to the Service from, any country or to any person subject to U.S. trade sanctions that would prohibit such access.

21. Modifications to these terms

We may update these Terms from time to time. If we make a material change, we will provide notice by email to the Workspace Admin or in-product, at least [REVIEW: 30 days] before the change takes effect. Continued use of the Service after the effective date constitutes acceptance. If a material change is unacceptable, Customer may terminate as of the effective date and receive a pro-rata refund of prepaid unused fees.

22. Notices

Notices to CaseAgent must be sent to legal@caseagent.net. We may give notice to Customer by email to the Workspace Admin or the billing contact, or by posting an in-product banner. Notices are effective when received.

23. Governing law and disputes

These Terms are governed by the laws of [REVIEW: State of [TBD] (commonly Delaware or California for U.S. SaaS)], excluding its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in [REVIEW: [TBD county/state]] for any dispute not subject to arbitration.

[REVIEW: Decide whether to include a binding-arbitration clause, class-action waiver, and informal-dispute-resolution period. These are common for SaaS but jurisdiction-sensitive and consumer-protection laws may carve out parts of them.]

24. General

• Assignment.Neither party may assign these Terms without the other’s consent, except that either party may assign to a successor in connection with a merger, reorganization, or sale of substantially all assets, subject to written notice.
• Independent contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, or agency.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including acts of God, war, civil disturbance, labor disputes, internet or utility failures, and acts of cloud or other infrastructure providers.
• Severability. If any provision is held unenforceable, the remainder will continue in effect.
• No waiver. Failure to enforce any right is not a waiver of that or any other right.
• Entire agreement. These Terms, together with the Privacy Policy, DPA, and any Order Form, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements on the subject.
• Order of precedence. In the event of conflict, the order of precedence is: Order Form, DPA, these Terms, the Privacy Policy.
• Headings. Section headings are for convenience only and do not affect interpretation.

Questions about these Terms? Email legal@caseagent.net.