Effective Starting: September, 27 2022
These Advocat AI Terms and Conditions ("Terms of Use") by and between Advocat Technologies, Inc., a Washington corporation with offices located at 500 108th Avenue Northeast, Suite 1100, Bellevue, WA, 98004 ("Advocat," “we,” or “us”), and you (“You” or "User"), govern your access to and use of https://www.advocat.ai/, including any content, functionality, and services offered on or through https://www.advocat.ai/ (the "Website"). Advocat and User may be referred to herein collectively as the "Parties" or individually as a "Party."
Please read the Terms of Use carefully before you start to use the Website. By using the Website, you accept and agree to be bound and abide by these Terms of Use. If you do not want to agree to these Terms of Use, you must not access or use the Website.
1. Changes to the Terms of Use. We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
2. Legal Advice and Approval by Attorney. The information provided on the Website, including information contained in documents available on the Website, does not, and is not intended to, constitute legal advice. Any information provided on the Website is for informational purposes only. Further, use of any documents, services, or products made available or sold on the Website does not constitute legal advice and all documents generated by the Website should be reviewed by an attorney before being executed. Advocat AI is not responsible for your use of the documents or any consequences arising from your failure to obtain attorney approval before executing any such documents.
3. Accessing the Website. We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
You are responsible for both:
Making all arrangements necessary for you to have access to the Website.
Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.
To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
4. Definitions.
(a) "Aggregated Statistics" means data and information related to User's use of the Services that is used by Advocat in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
(b) "Authorized User" means User's employees, consultants, contractors, and agents who are authorized by User to access and use the Services under the rights granted to User pursuant to these Terms of Use.
(c) "User Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of User or an Authorized User through the Services.
(d) "Documentation" means Advocat's end user documentation relating to the Services that will be made available to User or its Authorized Users within the Services.
(e) "Advocat IP" means the Services, the Documentation, and any and all intellectual property provided to User or any Authorized User in connection with the foregoing. For the avoidance of doubt, Advocat IP includes Aggregated Statistics and any information, data, or other content derived from Advocat's monitoring of User's access to or use of the Services, but does not include User Data.
(f)"Services" means the software-as-a-service offering provided by Advocat through the Advocat platform, which allows Authorized Users to input information to populate a template, generate contracts for legal review and revision, and route the contract for approval and signature via integrated workflow systems.
(g) "Third-Party Products" means DocuSign (for contract execution), Twilio and SendGrid (for SMS and emails), and any other third-party products provided with or incorporated into the Services.
5. Access and Use.
(a) Provision of Access. Subject to and conditioned on User's compliance with all the terms and conditions of these Terms of Use, Advocat hereby grants User a non-exclusive, non-transferable (except in compliance with ) right to access and use the Services, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to User's internal use. Advocat shall provide to User the necessary passwords and network links or connections to allow User to access the Services.
(b) Documentation License. Subject to the terms and conditions contained in these Terms of Use, Advocat hereby grants to User a non-exclusive, non-sublicensable, non-transferable (except in compliance with ) license to use the Documentation solely for User's internal business purposes in connection with its use of the Services.
(c) Use Restrictions. User shall not use the Services for any purposes beyond the scope of the access granted in these Terms of Use. User shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; (v) publicly disseminate information regarding the performance of the Services without Advocat’s prior written approval; or (vi) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
(d) Reservation of Rights. Advocat reserves all rights not expressly granted to User in these Terms of Use. Except for the limited rights and licenses expressly granted under these Terms of Use, nothing in these Terms of Use grants, by implication, waiver, estoppel, or otherwise, to User or any third party any intellectual property rights or other right, title, or interest in or to the Advocat IP.
(e) Suspension. Notwithstanding anything to the contrary in these Terms of Use, Advocat may temporarily suspend User's and any Authorized User's access to any portion or all of the Services if: (i) Advocat reasonably determines that (A) there is a threat or attack on any of the Advocat IP; (B) User's or any Authorized User's use of the Advocat IP disrupts or poses a security risk to the Advocat IP or to any other customer or vendor of Advocat; (C) User, or any Authorized User, is using the Advocat IP for fraudulent or illegal activities; (D) subject to applicable law, User has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Advocat's provision of the Services to User or any Authorized User is prohibited by applicable law; or (ii) any vendor of Advocat has suspended or terminated Advocat's access to or use of any third-party services or products required to enable User to access the Services (any such suspension described in subclause (i) or (ii), a “Service Suspension”). Advocat shall use commercially reasonable efforts to provide written notice of any Service Suspension to User and to provide updates regarding resumption of access to the Services following any Service Suspension. Advocat shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Advocat will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that User or any Authorized User may incur as a result of a Service Suspension.
(f) Aggregated Statistics. Notwithstanding anything to the contrary in these Terms of Use, Advocat may monitor User's use of the Services and collect and compile Aggregated Statistics. As between Advocat and User, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Advocat. User acknowledges that Advocat may compile Aggregated Statistics based on User Data input into the Services. User agrees that Advocat may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify User or User's Confidential Information.
6. User Responsibilities.
(a) General. User is responsible and liable for all uses of the Services and Documentation resulting from access provided by User, directly or indirectly, whether such access or use is permitted by or in violation of these Terms of Use. Without limiting the generality of the foregoing, User is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Terms of Use if taken by User will be deemed a breach of these Terms of Use by User. User shall use reasonable efforts to make all Authorized Users aware of these Terms of Use's provisions as applicable to such Authorized User's use of the Services, and shall cause Authorized Users to comply with such provisions.
(b) Third-Party Products. Advocat may from time to time make Third-Party Products available to User. For purposes of these Terms of Use, such Third-Party Products are subject to their own terms and conditions. If User does not agree to abide by the applicable terms for any such Third-Party Products, then User should not install or use such Third-Party Products.
(c) Telecommunications and Internet Services. User acknowledges and agrees that User’s and its Authorized Users’ use of the Services is dependent upon access to telecommunications and Internet services. User shall be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Subscription Services, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing. Advocat shall not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services.
7. Confidential Information. From time to time, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information in written or electronic form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under these Terms of Use, including to make required court filings. On the expiration or termination of these Terms of Use, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of these Terms of Use for as long as such Confidential Information remains subject to trade secret protection under applicable law.
8. Intellectual Property Ownership; Feedback.
(a) Advocat IP. User acknowledges that, as between User and Advocat, Advocat owns all right, title, and interest, including all intellectual property rights, in and to the Advocat IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
(b) User Data. Advocat acknowledges that, as between Advocat and User, User owns all right, title, and interest, including all intellectual property rights, in and to the User Data. User hereby grants to Advocat a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the User Data and perform all acts with respect to the User Data as may be necessary for Advocat to provide the Services to User, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display User Data incorporated within the Aggregated Statistics.
(c) Feedback. If User or any of its employees or contractors sends or transmits any communications or materials to Advocat by mail, email, telephone, or otherwise, suggesting or recommending changes to the Advocat IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Advocat is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. User hereby assigns to Advocat on User's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Advocat is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Advocat is not required to use any Feedback.
(d) Marketing Support. User grants to Advocat a non-exclusive, revocable, limited right to use the User name, trademarks, and logos (collectively, the “User Marks”) in accordance with any User trademark and logo use guidelines that User provides in writing to Advocat. Any public use by Advocat of the User Marks shall be subject to User’s prior consent, except that Advocat may use the User Marks to identify User as a customer of Advocat, including on the Advocat corporate website. All goodwill developed from such use shall be solely for the benefit of User.
9. Limited Warranty and Warranty Disclaimer.
(a) Advocat will use commercially reasonable efforts to maintain Service availability, but does not make any representations or guarantees regarding uptime or availability of the Services. THE FOREGOING WARRANTY DOES NOT APPLY, AND ADVOCAT STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
(b) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), THE ADVOCAT IP IS PROVIDED "AS IS" AND ADVOCAT HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ADVOCAT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), ADVOCAT MAKES NO WARRANTY OF ANY KIND THAT THE ADVOCAT IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET USER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
10. Indemnification.
(a) Advocat Indemnification.
(i) Advocat shall indemnify, defend, and hold harmless User from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by User resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with these Terms of Use, infringes or misappropriates such third party's US intellectual property rights, provided that User promptly notifies Advocat in writing of the claim, cooperates with Advocat, and allows Advocat sole authority to control the defense and settlement of such claim.
(ii) If such a claim is made or appears possible, User agrees to permit Advocat, at Advocat's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for User to continue use. If Advocat determines that neither alternative is reasonably available, Advocat may terminate these Terms of Use, in its entirety or with respect to the affected component or part, effective immediately on written notice to User.
(iii) This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Advocat or authorized by Advocat in writing; (B) modifications to the Services not made by Advocat; (C) User Data; or (D) Third-Party Products.
(b) User Indemnification. User shall indemnify, hold harmless, and, at Advocat's option, defend Advocat from and against any Losses resulting from any Third-Party Claim that the User Data, or any use of the User Data in accordance with these Terms of Use, infringes or misappropriates such third party's intellectual property rights and any Third-Party Claims based on User's or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by these Terms of Use; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Advocat or authorized by Advocat in writing; or (iv) modifications to the Services not made by Advocat, provided that User may not settle any Third-Party Claim against Advocat unless Advocat consents to such settlement, and further provided that Advocat will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
(c) Sole Remedy. THIS SECTION 9 SETS FORTH USER'S SOLE REMEDIES AND ADVOCAT'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL ADVOCAT'S LIABILITY UNDER THIS SECTION 9 EXCEED $100.
11. Limitations of Liability. IN NO EVENT WILL ADVOCAT BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OF USE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER ADVOCAT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL ADVOCAT'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OF USE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO ADVOCAT UNDER THESE TERMS OF USE IN THE 6-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12. Miscellaneous.
(a) Entire Agreement. These Terms of Use, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of these Terms of Use and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of these Terms of Use, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, these Terms of Use, excluding its Exhibits; (ii) second, the Exhibits to these Terms of Use; and (iii) third, any other documents incorporated herein by reference.
(b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to Advocat at the address set forth on the first page of these Terms of Use (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in these Terms of Use, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
(c) Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached these Terms of Use, for any failure or delay in performing its obligations under these Terms of Use (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, epidemics, pandemics, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
(d) Changes to the Website. We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
(e) Severability. If any provision of these Terms of Use is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms of Use or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify these Terms of Use so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
(f) Governing Law; Submission to Jurisdiction. These Terms of Use are governed by and construed in accordance with the internal laws of the State of Washington without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Washington. Any legal suit, action, or proceeding arising out of or related to these Terms of Use or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Washington in each case located in the city of Seattle and County of King, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
(g) Assignment. User may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Advocat, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. These Terms of Use are binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.
(h) Export Regulation. User shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any User Data outside the US.
(i) US Government Rights. Each of the Documentation and the software components that constitute the Services is a "commercial item" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if User is an agency of the US Government or any contractor therefor, User only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
(j) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of User, Section 4(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.