SPOTDRAFT SIDEBAR - SOFTWARE SERVICES AGREEMENT
This Software Services Agreement, along with the Order Form or similar document (including any other agreements) executed between Company and Customer shall together be called the “Agreement” and shall be effective as of the Subscription Effective Date of the first Order Form. The term “Customer” includes its affiliates as specified in the Order Form.
1. SOFTWARE SERVICES
1.1 Subject to the terms of this Agreement, the Company will use commercially reasonable efforts to provide Customer a cloud-based large language model-enabled platform which can assist inter alia in legal research, data retrieval, and legal drafting called “Sidebar” as specified in the applicable Order Form (“Sidebar Services”).
2. RESTRICTIONS AND RESPONSIBILITIES
2.1 Customer and its Authorised Users may access and use the Sidebar Services solely for Customer’s own business purposes in accordance with the Agreement. “Authorised User” means an employee or contractor of Customer that Customer has registered on Company’s platform to access and use the Sidebar Services. Each user account is associated with a unique email address. Customer shall not permit any employee, contractor, or personnel, other than an Authorised User, to use or access the Sidebar Services. Sharing accounts between individuals is also not permitted.
2.2 Customer shall not, and shall ensure that its users, employees, contractors, and agents, do not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Sidebar Services or any software, documentation or data related to the Sidebar Services (“Software”); (ii) copy, modify, distribute, translate, monetise, rent, lease, license, resell, or create derivative works based on the Sidebar Services or any Software (or any derivative works thereof); (iii) use the Sidebar Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; (iv) remove any proprietary notices or labels; (v) permit users to share passwords and other authentication credentials; (vi) introduce applications that interact with, or combine applications with, the Sidebar Services which applications negatively affect the speed or performance of the Sidebar Services; or (vii) attempt to interfere with or disrupt the Sidebar Services (or any associated systems or networks) or use the Sidebar Services other than directly for Customer’s benefit. Customer shall not represent that the Output was human-generated when it was not. Customer shall promptly notify Company of any suspected violation of this Agreement by Customer or its personnel and shall cooperate with Company to address the suspected violation.
2.3 Customer represents, covenants, and warrants that Customer will use the Sidebar Services only in compliance with this Agreement, and all applicable laws and regulations. Although Company has no obligation to monitor Customer’s use of the Sidebar Services, the Company may do so for the purpose of ascertaining compliance with this Agreement, and may prohibit any use of the Sidebar Services it believes may be (or alleged to be) in violation of the foregoing.
2.4 Customer shall be responsible for maintaining the security and confidentiality of the Customer accounts, passwords (including but not limited to administrative and user passwords) and files, and for all actions undertaken in and uses of Customer accounts.
2.5 Customer acknowledges and agrees that it has sole authority and responsibility for all data, documents, and content (including any personal data of third parties) that it or its personnel upload, disclose, modify, or otherwise process through the Sidebar Services. The Sidebar Services and Software operate solely as a technology platform that enables such actions, and the Company does not control or influence the content, purpose, or manner of such use.
2.6 Customer shall ensure that it obtains and maintains all necessary rights, permissions, and consents (including from third parties and data subjects) required for uploading, deleting, editing, and storing, or otherwise using or processing any Customer Data or third-party data in connection with the Sidebar Services.
3. CONFIDENTIALITY; PROPRIETARY RIGHTS
3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical, financial, or other information relating to the Disclosing Party’s business which are confidential and/or proprietary (hereinafter referred to as “Confidential Information” of the Disclosing Party). Confidential Information of Company includes non-public information regarding features, functionality, pricing, and performance of the Services, associated services, implementation plans, and the concepts, techniques, ideas, and know-how embodied in the Software. It also includes all elements of the Software or Sidebar Services, or any copies, reproductions, improvements, modifications, adaptations, translations, and other derivative works thereof. Confidential Information of Customer includes non-public data, documents, and other information that is uploaded by the Customer on the Company’s platforms for the provision of the Sidebar Services by the Company (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance of the Sidebar Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without fault of Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Information of the Disclosing Party.
3.2 Customer shall own all rights, title and interest in and to the Customer Data. Company shall own and retain all rights, title and interest in and to (i) Company Confidential Information, (ii) the Sidebar Services and Software, all improvements, enhancements or modifications thereto, (iii) any software, applications, inventions or other technology developed in connection with providing Customer implementation and integration support for using the Sidebar Services, and (iv) all intellectual property rights related to any of the foregoing.
3.3 If Receiving Party is requested or required to disclose any Confidential Information by law, regulation or by any judicial, governmental, supervisory or regulatory body or stock exchange, or in the case of a subpoena or other bonafide judicial process, Receiving Party shall, to the extent reasonably practicable and permitted by applicable law, notify Disclosing Party in advance of any such disclosure so that Disclosing Party may seek to limit such disclosure.
3.4 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data relating to the provision, use and performance of various aspects of the Sidebar Services and related systems and technologies for the purpose of (i) using such information and data to improve and enhance the Sidebar Services and for other development, diagnostic and corrective purposes in connection with the Sidebar Services and other Company offerings, and (ii) disclosing or using such data solely in aggregate or other de-identified form in connection with its business, provided that such aggregate or other de-identified form does not incorporate any Customer personal data, contract data, or other Customer Confidential Information, or identify Customer in any way. No rights are granted except as expressly set forth herein. It is clarified, however, that Company shall not use Customer Data as training dataset for any machine learning, reinforcement learning, or model training.
4. PAYMENT OF FEES
4.1 For the Initial Service Term (as specified in the Order Form), and any renewal term (if applicable) Customer will pay Company the then applicable fees described in the Order Form, in advance, for the Sidebar Services in accordance with the terms herein and in the Order Form (the “Fees”). The Fees are applicable on a minimum commitment basis and shall not be reduced if actual usage is lesser than the minimum commitment. The Fees or any other applicable charges are excluding applicable taxes. If any withholding or deduction at source is required under law, Customer shall gross up the amount paid to the Company such that the amount received by the Company after withholding or deduction at source is equivalent to the Fees. In such a case, Customer shall make necessary disclosures / filings under law to record such withholding or deduction at source, and provide Company with evidence of the same. The Fees will be escalated at the rate set forth in the Order Form, and if no such rate is specified in the Order Form, the Fees will be escalated at a mutually agreed rate.
4.2 Company shall bill through an invoice, in which case, full payment for invoices issued must be received by Company in accordance with the payment terms mentioned in the Order Form. The Customer shall, within 10 days from the date of receipt of the invoice, notify the Company of any disputed amounts, along with an explanation of the reasons for such dispute, and shall be liable to pay such disputed amounts, upon resolution of the dispute. Unpaid amounts which are undisputed may be subject to either (i) a finance charge of 1.5% per month, plus all expenses of collection; or (ii) immediate termination or suspension of Service if the payment default is not cured within 10 days from the due date of payment.
5. TERM AND TERMINATION
5.1 Term. This Agreement shall be valid and effective for the Initial Service Term (and for any renewal term, as applicable) specified in the Order Form, and shall continue to be effective unless earlier terminated by either party in accordance with this section 5 ("Term").
5.2 Termination for breach. Either party may terminate this Agreement upon thirty (30) days’ notice (or with 10 days’ notice in the case of non-payment by the Customer), if the other party materially breaches any of the terms of this Agreement (and does not cure such breach within such notice period). Notwithstanding anything contained herein, the Company may, at its reasonable discretion, suspend Sidebar Services in case of any material non-compliance or breach by the Customer of the terms of this Agreement, provided that Company shall: (i) provide a written notice of seven (7) days to the Customer providing reasons for such suspension and only proceed with suspension if the Customer does not resolve the breach or violation within the aforementioned period, or (ii) provide a shorter or contemporaneous written notice for suspension if the Company determines in its reasonable commercial judgment that such shorter notice is necessary to protect the Company or its other customers from operational, legal, or security risk. Company shall work, in good faith, with Customer to resolve any such issue and restore access as soon as possible after the resolution of the issue.
5.3 Termination for convenience. Neither Party is permitted to terminate the Agreement for convenience. However, the Customer may terminate the Agreement for its convenience by providing 60 (sixty) days prior written notice to the Company only if the Customers pays in full for the Sidebar Services for the remaining portion of the Term at the time of providing the notice.
5.4 Consequences of termination. If the Customer has validly terminated this Agreement under section 5.2, the Company will provide Customer a refund of any prepaid, unused fees for the Sidebar Services. No refunds shall be made where the Company terminates this Agreement under Section 5.2 or the Customer terminates the Agreement for convenience, and the Customer shall make payment of all Fees for the remaining portion of the Term immediately on receipt or issuance of termination notice (as applicable).
(i) Upon any termination, Company will make all (a) chats run on the Sidebar Services by Customer, (b) all files uploaded to knowledge hubs in the Sidebar Services, and (c) all tables generated through the Sidebar Services (in CSV format), available to Customer for electronic retrieval for a period of thirty (30) days, or such mutually agreed period.
(ii) All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, intellectual property rights, indemnity, and limitations of liability.
5.5 Right of termination hereunder is without prejudice to any other rights whether subsisting by virtue of this Agreement or under applicable law. Any termination hereunder shall not be taken to waive the right to assert or exercise any such other rights.
6. REPRESENTATIONS AND WARRANTIES
Each party represents and warrants that: (i) it has validly entered into this Agreement and has the legal power to do so; and (ii) its execution, delivery and performance of this Agreement do not contravene, conflict with, or result in a violation of any of the terms or any legal or contractual requirement or any order, consent, or license to which it may be subject.
7. DISCLAIMER
7.1 The Sidebar Services use generative AI / large language models (“Gen AI”) for providing output. Gen AI is a technology under development. Outputs generated through Gen AI on the Sidebar Services should not be construed as any kind of legal, financial, or other professional advice. Customer must inform all users using the Sidebar Services that these involve the use of artificial intelligence technology.
7.2 COMPANY DOES NOT WARRANT THAT THE SIDEBAR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SIDEBAR SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SIDEBAR SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT CERTAIN RISKS ARE INHERENT IN THE TRANSMISSION OF INFORMATION OVER THE INTERNET.
7.3 THE COMPANY DOES NOT GUARANTEE THE QUALITY AND ACCURACY OF OUTPUTS GENERATED THROUGH ARTIFICIAL INTELLIGENCE AND LARGE LANGUAGE MODELS ON SIDEBAR SERVICES. THE CUSTOMER ACKNOWLEDGES THAT DUE TO THE NATURE OF GENERATIVE ARTIFICIAL INTELLIGENCE AND THE FUNCTIONING OF SIDEBAR SERVICES (WHICH MAY INCORPORATE OR REFERENCE PUBLICLY AVAILABLE INFORMATION FROM THE INTERNET), OUTPUTS GENERATED FOR THE CUSTOMER MAY NOT BE UNIQUE. SPECIFICALLY, OUTPUTS GENERATED THROUGH SIDEBAR SERVICES MAY BE THE SAME AS, OR SUBSTANTIALLY SIMILAR TO, CONTENT FOUND ONLINE OR CONTENT GENERATED FOR OTHER USERS OF SIDEBAR SERVICES. ACCORDINGLY, THE CUSTOMER EXPRESSLY WAIVES AND RELEASES THE COMPANY AND ALL OTHER USERS OF SIDEBAR SERVICES FROM ANY CLAIM OR LIABILITY ARISING FROM THE NON-UNIQUENESS OF ANY OUTPUT OR FROM THE RECEIPT BY OTHER USERS OF IDENTICAL OR SIMILAR OUTPUTS. THE SIDEBAR SERVICES ARE NOT DESIGNED FOR USE IN HIGH-RISK ACTIVITIES SUCH AS WHERE FAILURE COULD LEAD TO PERSONAL INJURY OR SEVERE ENVIRONMENTAL DAMAGE.
7.4 THE CUSTOMER ACKNOWLEDGES THAT SIDEBAR SERVICES RELIES ON GENERATIVE ARTIFICIAL INTELLIGENCE TECHNOLOGIES AND INCORPORATES PUBLICLY AVAILABLE DATA FROM INTERNET-BASED SOURCES, WHICH MAY NOT ALWAYS BE ACCURATE, COMPLETE, OR RELIABLE. AS A RESULT, OUTPUTS GENERATED BY SIDEBAR SERVICES MAY CONTAIN FACTUAL INACCURACIES, OUTDATED INFORMATION, BIASED PERSPECTIVES, OR OTHER UNINTENDED CONTENT. THE SIDEBAR SERVICES ARE INTENDED TO ASSIST USERS WITH LEGAL AND OPERATIONAL TASKS, BUT THE CUSTOMER REMAINS SOLELY RESPONSIBLE FOR REVIEWING, VALIDATING, AND MAKING ANY DECISIONS BASED ON THE OUTPUTS. THE CUSTOMER SHOULD INDEPENDENTLY VERIFY ALL CONTENT GENERATED BY SIDEBAR SERVICES, INCLUDING ANY REFERENCES, SUMMARIES, OR ANALYSIS, BEFORE RELYING ON IT FOR ANY BUSINESS, LEGAL, FINANCIAL, COMPLIANCE, OR OTHER DECISION-MAKING PURPOSES. THE SIDEBAR SERVICES DO NOT CONSTITUTE AND ARE NOT INTENDED TO SUBSTITUTE FOR PROFESSIONAL ADVICE. ACCORDINGLY, THE COMPANY DISCLAIMS ANY LIABILITY FOR ANY CONSEQUENCES OR LIABILITY THAT MAY ACCRUE TO CUSTOMER AS A RESULT OF USING OR ACCESSING SIDEBAR SERVICES. SIDEBAR SERVICES SHOULD BE USED WITH HUMAN OVERSIGHT. THE COMPANY DOES NOT PROVIDE ANY LEGAL ADVICE REGARDING APPLICABLE LAWS OR AGREEMENTS, OR ANY OTHER LEGAL ADVICE.
7.5 CUSTOMER UNDERSTANDS AND ACCEPTS THAT THE LEGAL STATUS OF AI-GENERATED CONTENT REMAINS UNSETTLED UNDER APPLICABLE INTELLECTUAL PROPERTY LAWS, AND THAT SUCH CONTENT MAY NOT BE ELIGIBLE FOR COPYRIGHT OR OTHER LEGAL PROTECTIONS. THE COMPANY DISCLAIMS ALL WARRANTIES REGARDING THE ORIGINALITY, OWNERSHIP, OR ENFORCEABILITY OF ANY AI-GENERATED OUTPUT.
7.6 In light of the nature of the Service and artificial intelligence generally, Output may not always be unique, and other users may receive similar or identical Output from the Service. Customer’s rights to Output(s) obtained from Sidebar Services do not extend to other users' Output or third-party information, content, or data (“Third-Party Information”). The Outputs may incorporate Third-Party Information. Customer acknowledges that Company does not manage or control Third-Party Information, and Company assumes no responsibility for the same. To the extent Customer accesses any Third-Party Information, Customer accesses and uses the same solely at its own risk. “Output” means any content, material, results, responses, analysis, summaries, drafts, or other materials generated by Sidebar Services in response to or derived from inputs into the Sidebar Services.
7.7 Customer understands and agrees that Third-Party Apps are subject to their own terms and privacy policies. Customer is responsible for reviewing those terms and policies before using Third-Party Apps. Company is not responsible for Third-Party Apps and does not warrant or support them, unless expressly provided in this Annexure. By enabling a Third-Party App that uses or accesses User Data, Customer authorizes the processing of that data by the Third-Party App. Third-Party Apps” means any third-party applications, integrations, websites, products, or services that are linked in or that interact or interoperate with Sidebar Services.
8. INDEMNITY
8.1 Company shall indemnify, defend and hold harmless the Customer, its affiliates, licensors, service providers, and their respective directors, officers, employees, agents, contractors, investors and other representatives from liability to third parties resulting from third party claims arising directly and solely out of unauthorized access to Customer Confidential Information hosted on the Company’s hosting servers caused by the wilful misconduct or gross negligence of the Company or its employees.
8.2 Customer agrees to indemnify, defend, and hold harmless the Company, its affiliates, licensors, service providers, and their respective directors, officers, employees, agents, contractors, investors and other representatives from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with third party claims arising out of Customer’s or Customer’s users’ submission, upload, or transmission of any input or other content.
8.3 The above indemnification obligations are subject to the indemnifying Party being promptly notified of any and all threats, claims and proceedings related thereto, and being given reasonable assistance. The indemnifying Party has sole authority to defend or settle such claim, provided that it may not settle any claim in a manner that imposes any material liability upon the indemnified Party or requires the indemnified Party to admit wrongdoing.
9. LIMITATION OF LIABILITY
EXCEPT FOR THE OBLIGATION TO PAY THE FEES, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF REVENUES, LOSS OF OPERATION TIME, CORRUPTION OF DATA, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR TECHNOLOGY, INCREASED COSTS OR WASTED EXPENDITURE, LOSS OF GOODWILL OR REPUTATION OF THE OTHER, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGE OF ANY NATURE WHATSOEVER OR HOWSOEVER ARISING OUT OF THIS AGREEMENT. THE MAXIMUM AGGREGATE AMOUNT THAT A PARTY MAY RECOVER FOR ALL CLAIMS ARISING FROM, UNDER OR RELATING TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE OR OTHERWISE) WILL IN NO EVENT EXCEED THE TOTAL FEES PAID BY CUSTOMER (EXCLUDING PASS THROUGH EXPENSES) TO THE COMPANY UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE LATEST CLAIM ACCRUED (“LIMIT”), EXCEPT FOR: (1) WILFUL DEFAULT, FRAUD, GROSS NEGLIGENCE, BREACH OF SECTION 2.2, AND THE OBLIGATION TO PAY THE FEES, FOR WHICH THE LIABILITY SHALL BE UNCAPPED; AND (2) BREACH OF PROVISIONS OF APPLICABLE LAW, CONFIDENTIALITY OBLIGATIONS, INDEMNITY OBLIGATIONS, AND SECTION 2.6 FOR WHICH THE LIABILITY SHALL BE CAPPED AT 5X OF THE LIMIT.
10. MISCELLANEOUS
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and be enforceable. Unless the context requires otherwise, references to “Customer” shall be interpreted to include both the Customer entity and its Authorized Users. Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other; provided however in the event of a merger, acquisition, change of ownership, or similar transaction, a party may freely assign this Agreement without the consent of the other party. This Agreement is the complete and exclusive statement of the mutual understanding between Customer and the Company, and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing and signed by both, the Company and the Customer, except as otherwise provided herein. Customer and the Company may work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Subscription Effective Date, and Customer agrees to reasonably cooperate with Company to serve as a reference account upon request. The Customer hereby grants the Company the right to use the Customer’s name and logo in case studies or marketing or publicity materials and on the Company’s website to identify Customer as a client. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party on such other party’s behalf in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. The Company reserves the right to monitor and enforce fair use policies to maintain a balanced and equitable user experience. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Notices to Company must be sent to legal@spotdraft.com and the address mentioned in the Order Form, and notices to Customer must be sent to the email ID and address mentioned in the Order Form. Parties may change notice address by notifying the other Party in writing. In the event of a conflict between the provisions of this Agreement and the Order Form, then the provisions of the Order Form shall prevail, and if the Order Form contains special terms section which is intended to modify the terms of this Agreement, then such special terms will prevail. This Agreement is intended solely for the benefit of the Customer and the Company, and no other person or entity shall have any rights or remedies hereunder. No third party is intended to be a beneficiary of this Agreement, and no third party shall have any right to enforce any provision of this Agreement. This Agreement shall be governed by the laws of India, and the courts of Bengaluru, Karnataka, India, shall have the exclusive jurisdiction to submit any dispute arising out of or in relation to this Agreement. A “dispute” means any dispute, controversy or claim arising out of or relating to this Agreement, including the formation, interpretation, breach or termination thereof. Should Customer have any grievance with respect to access or usage of Sidebar Services by any Authorized User, Customer can notify complaints to the Grievance Officer appointed by the Company. Grievance Officer can be contacted at legal@spotdraft.com.