Updated February 25, 2020
Please read the following Terms of Service carefully before using or accessing Compose or other Casetext Services.
By executing or accepting any Subscription with Casetext, clicking the “I accept” button as part of the registration process for the Services, and/or by using any of the Casetext Services, with or without a registration, you agree to this Agreement either for yourself or on behalf of your employer or another entity if so specified. If you are accepting and/or executing on behalf of your employer or another entity, you represent and warrant that you have read and understand, have the full legal authority to, and hereby bind your employer or such entity to these Terms. If you do not have such legal authority, or you do not agree with the Terms, you must not accept these Terms and you may not use the Casetext Services.
If you are using the Casetext Services during a proof of concept or other product trial (“Evaluation”), your use of the Services during the Evaluation period is governed by this Agreement. If you continue to use the Services after the conclusion of the Evaluation period without a fully executed subscription agreement between Casetext and you or your company, you understand that this Agreement will also govern your ongoing use of those Services.
The content available through Casetext Services and on the Casetext Website does not constitute legal advice and no attorney-client relationship is formed. The accuracy, completeness, adequacy or currency of the Content in the Casetext Services is not warranted or guaranteed. Your use of the Casetext Services or materials linked from the Casetext Services is at your own risk.
You may not access the Services if you are a direct competitor to Casetext, or monitor the functionality, performance, or availability of the Services, or any other competitive purposes.I. Services
The Services mean the services to be provided by Casetext, comprised of (i) access to Casetext’s proprietary legal research software application, together with any fixes, updates, enhancements or upgrades thereto, or new products or services that Casetext may make available from time to time (“Upgrades”) (collectively, the “Casetext Application”); (ii) access to Casetext’s proprietary software application, known as “Compose,” for drafting legal briefs and other court submissions (“Drafts”), together with any fixes, updates, enhancements or upgrades thereto (collectively, the “Compose Application”); (iii) support, training and maintenance services; and (iv) any other services specified in any Subscription or order(s) relating to User’s account, or statement(s) of work entered into by User and Casetext (collectively “Order Form(s)”).II. Registration
To access and use the Casetext Services, including but not limited to Compose Services, you will be required to register with Casetext by completing a registration form and designating a user ID and password. When registering with Casetext you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Casetext Service’s registration form (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Casetext Services (or any portion thereof).
You may not authorize any third party to access or use the Casetext Services on your behalf. You are responsible for maintaining the confidentiality of the user ID and password, and are fully responsible for all activities that occur under your user ID or password. You agree to immediately notify Casetext of any unauthorized use of your user ID or password or any other breach of security. Casetext cannot and will not be liable for any loss or damage arising from any unauthorized use of your account.
By providing us with your email address, you agree to receive all required notices electronically, to that email address.III. Term and Termination
The term of this Agreement will continue unless and until terminated by either party upon written notice to the other party. Casetext may provide the User with notice of termination by email to the User contact reflected in your Registration Data. The following provisions will survive any termination of this Agreement: Section IV (“Intellectual Property Rights”) (except as expressly provided therein), Section V (“Confidentiality”), Section VI (“Privacy”), Section VIII (“Representations and Warranties; Disclaimer”), Section IX (“Liability”), Section X (“Changes to Agreement”), Section XI (Inactivity or Cancellation or Termination of Subscription”) and Section XII (“Miscellaneous”).IV. Intellectual Property Rights A. User Data
The User retains all right, title and interest (including, but not limited to, intellectual property rights) in and to the User’s Confidential Information, any data that a User uploads or enters into the Application (the “User Data”), the Drafts, and any reports generated by the Application based on the Drafts (“Reports”). During the term of this Agreement, the User grants Casetext a non-exclusive license to access the User Data in order to generate usage data that does not identify, or reasonably permit identification of User Data (the “Usage Data”).B. Casetext Technology
Casetext retains all right, title and interest (including, but not limited to, intellectual property rights) in and to the Services, the Application, including all of the software, code, interfaces, processes, images, graphics, text or other materials contained therein, and other technology used by Casetext in providing the Services (the “Casetext Technology”), Casetext’s Confidential Information, any documentation made available to User by Casetext for use with the Services, the collective ideas, know-how, inventions, methods, or techniques developed or conceived as a result of providing the Services hereunder, including any derivative works, improvements, enhancements and/or extensions made to the Services and any information reflecting the access or use of the Application by or on behalf of Customer or any User, including but not limited to visit-, session-, impression-, click through- or click stream-data and any statistical or other analysis, information or data based on or derived from any of the foregoing (“the Usage Data”).C. User License
In accordance with this Agreement and subject to limitations provided in any Subscription for Compose Services, Casetext grants to the User a limited, non-exclusive, non-transferable, non-assignable and non-sublicensable worldwide license to permit Users to access and use the Compose Application solely for the User’s internal business purposes. By executing or accepting an agreement to obtain a single-use license for a single Compose brief automation, User agrees and acknowledges that Casetext grants to the User a limited license to access and use the Compose Application solely for the User’s internal business purpose of creating a single legal brief, and that any use of the Compose Application beyond that purpose is not authorized under the User’s single-use license.D. User Responsibilities
The User will limit access to the Services to its personnel who have a need to use the Services in the normal course of their duties. The User shall not, directly or indirectly: (i) reverse engineer, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Application; (ii) copy, modify or create derivative works based on the Application or the content contained therein; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer User’s rights to use the Application; (iv) use the Application to develop any similar or competitive service; (v) use the Services in violation of any applicable laws or third party rights (vi) bypass any measures Casetext uses to restrict access to the Application, (vii) remove or modify any proprietary marking or restrictive legends placed on the Application, or (viii) use the Services to store or transmit malicious code, or to transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights. User represents, warrants and covenants on behalf of itself and its Users that it: (i) will not use, or permit the use of, the Services for illegal, fraudulent, or unethical purposes or otherwise in a manner that could give rise to civil or criminal liability; and (ii) will not interfere with or impede the ability of others to use the Services. User shall ensure that it and its Users comply with the provisions of the Agreement applicable to use of the Services and shall be liable for any and all use of and access to the Application by any Users.
The parties acknowledge and agree that each party (the “Receiving Party”) may have access to certain confidential information (“Confidential Information”) of the other party (the “Disclosing Party”).
“Confidential Information” means all information provided by the Disclosing Party to the Receiving Party hereunder that is (i) proprietary and/or non-public information related to the business activities of the Disclosing Party, its subsidiaries, and its affiliates, including any business plans, strategy, pricing, or financial information; (ii) the terms of any Subscription Agreement; and/or (iii) any other information that is designated as confidential by the Disclosing Party. Confidential Information of Casetext shall also include the Services, and Confidential Information of the User shall also include the Drafts and Reports. Confidential Information does not include information that is or was, at the time of the disclosure: (i) generally known or available to the public; (ii) received by Receiving Party from a third party; (iii) already in Receiving Party’s possession prior to the date of receipt from Disclosing Party; or (iv) independently developed by the Receiving Party without reference to Disclosing Party’s Confidential Information, provided in each case that such information was not obtained by the Receiving Party as a result of any unauthorized or wrongful act or omission, or breach of this Agreement, or breach of any legal, ethical or fiduciary obligation owed to the Disclosing Party.
At all times the Receiving Party shall: (1) use the same standard of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but not less than a commercially reasonable standard of care, (2) not use the Disclosing Party’s Confidential Information other than as permitted under this Agreement, and (3) not disclose, distribute, or disseminate the Confidential Information to any third party, except as permitted by this Agreement.
VII. Security of Your Data
Without limiting the following, Casetext shall maintain appropriate physical, technical and administrative safeguards for protection of the security, confidentiality and integrity of the Drafts. User acknowledges that the structure of the systems used in connection with the Services makes it technically possible for a limited number of Casetext personnel to access the Drafts. Casetext personnel will only access the Drafts subject to the confidentiality restrictions in Section V hereof, and with the consent of User or to the extent reasonably required (i) to perform the Services on behalf of User; (ii) to investigate or correct a system error or otherwise improve the Services; (iii) to respond to duly authorized information requests of police, law enforcement, or other governmental authorities; (iv) to comply with any applicable law, regulation, subpoena, discovery request or court order; (v) to investigate and help prevent security threats, fraud, or other illegal, malicious, or inappropriate activity; or (vi) to verify compliance with the provisions hereof; or (vii) to enforce/protect the rights and properties of Casetext.
VIII. Representations & Warranties
Each party represents and warrants that this Agreement constitutes its valid and binding obligation and is enforceable against it in accordance with the terms of this Agreement. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION VIII, Casetext DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY REPRESENTATIONS OR WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, CASETEXT MAKES NO WARRANTY THAT (I) THE SERVICES, INCLUDING THE CASETEXT TECHNOLOGY, THE REPORTS, OR ANY OTHER SERVICES OR DELIVERABLES PROVIDED HEREUNDER (COLLECTIVELY, THE “MATERIALS”) WILL MEET THE REQUIREMENTS OF USER OR OPERATE IN COMBINATION WITH ANY HARDWARE, SOFTWARE OR DATA NOT PROVIDED BY CASETEXT, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MATERIALS WILL BE ACCURATE OR RELIABLE, OR (IV) ANY ERRORS IN THE MATERIALS WILL BE CORRECTED. THE MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL DEFECTS. NO ORAL OR WRITTEN INFORMATION OR COMMUNICATIONS GIVEN BY CASETEXT, ITS EMPLOYEES, OR AGENTS WILL INCREASE THE SCOPE OF THE ABOVE WARRANTY OR CREATE ANY NEW OR ADDITIONAL WARRANTIES.
EXCEPT FOR DAMAGES ARISING FROM A PARTY’S FRAUD OR WILLFUL MISCONDUCT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS: IN NO EVENT WILL (I) EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUES, DATA LOSS OR USAGE, OR LOSS OF OPPORTUNITIES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (II) EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE SERVICES, REGARDLESS OF CAUSE OR THEORY OF RECOVERY, EXCEED ONE HUNDRED DOLLARS ($100). To the extent any liability of a party cannot be disclaimed, excluded or limited as aforesaid under applicable law, such liability shall be disclaimed, excluded and limited to the fullest extent permitted under applicable law.
X. Changes to Agreement
Casetext may amend the terms of this Agreement from time to time by posting the revised terms of this Agreement on Casetext’s website and/or by providing written notice of such amendment to the User (which notice may be provided via email to the User contact listed is the Registration Data). Any revised terms of this Agreement will take effect from the date of posting or notice to the User, unless otherwise specified in such posting or notice. The User should check Casetext’s website frequently for any such revisions. The User’s continued use of the Services shall be deemed to constitute its acceptance of any such revised terms of this Agreement.
XI. Inactivity or Cancellation or Termination of Subscription
Upon a prolonged period of inactivity, or any cancellation or termination of User’s subscription to the Services, Casetext will have no obligation to maintain or provide access to the Drafts, the Reports, or the User Data. If a User’s account is inactive for one hundred and twenty (120) days, Casetext reserves the right to delete or destroy all copies of the Drafts, the Reports, and the User Data without providing notice, unless legally prohibited. Furthermore, Casetext reserves the right to delete or destroy all copies of the Drafts, the Reports, and the User Data in the normal course of operation any time after the expiry of thirty (30) days after the cancellation or termination of User’s subscription to the Services. The Drafts, Reports, and the User Data cannot be recovered once they are deleted or destroyed.
XII. Third Party Websites
XIII. General Provisions
The relationship of the parties under this Agreement is one of independent contractors. This Agreement does not create an agency, partnership, franchise, joint venture, fiduciary or employment relationship between the parties.B. Force Majeure
Neither Party shall be in default if its failure to perform or delay in performing any obligation under the Agreement (other than payment obligations) is caused by Force Majeure.C. Assignment
Neither Party may assign this Agreement or any Subscription, in whole or in part, without the other Party’s prior written consent, not to be unreasonably withheld; provided, however, that Casetext may assign the Agreement without User’s consent to any entity that acquires all or substantially all of the business or assets of Casetext related to the Services, whether by merger, reorganization, acquisition, sale, operation of law, change in control or otherwise. Any assignment made in conflict with this provision shall be void. This Agreement is binding upon and will inure to the benefits of each of the parties and their respective successors and assigns. Nothing in this Agreement is intended or shall be construed to give any person, other than the parties hereto, their successors and permitted assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement.D. Waiver
No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right unless expressly acknowledged and agreed to by both parties in writing. A waiver of rights under this Agreement will not be effective unless it is in writing and signed by an authorized representative of the party that is waiving the rights. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.E. Severability
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. If any provision of the Agreement, or portion thereof, is found to be invalid, unlawful or unenforceable to any extent, the Parties shall negotiate in good faith amendments to the Agreement to reflect the original intent of the Parties as closely as possible. Such invalid provision or portion thereof will be severed from the remaining provisions, which will continue to be valid and enforceable to the fullest extent permitted by applicable laws. In the case of any conflict or inconsistency between the provisions of an Subscription and the provisions of this Agreement, the provisions of these Agreement shall govern, unless the applicable provision in the Order Form is expressly stated to supersede a conflicting provision in this Agreement.F. Governing Law and Jurisdiction
You agree that: (i) the Services shall be deemed solely based in California; and (ii) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over Casetext, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Santa Clara County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Santa Clara County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.G. Arbitration
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM CASETEXT. For any dispute with Casetext, you agree to first contact us at email@example.com and attempt to resolve the dispute with us informally. In the unlikely event that Casetext has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Santa Clara County, California, unless you and Casetext agree otherwise. If you are using the Services for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Services for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Casetext from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.H. Class Action/Jury Trial Waiver
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND CASETEXT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.