LEXI AI — TERMS OF SERVICE
OpenLaw, Inc. · lexi.law · Version 2.0 · Effective: June 10, 2026
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING LEXI AI. THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER (SECTION 24), IMPORTANT DISCLAIMERS REGARDING AI-GENERATED OUTPUT (SECTION 3), A LIMITATION OF LIABILITY (SECTION 20), AND A LICENSE PERMITTING US TO IDENTIFY YOUR FIRM IN OUR MARKETING (SECTION 13).
1. Acceptance of These Terms
These Terms of Service (these “Terms” or this “Agreement”) are a binding contract between OpenLaw, Inc. (“Lexi,” “Company,” “we,” “us,” or “our”), and the customer identified at sign-up or on an applicable order form (“Customer,” “you,” or “your”). “Lexi” is a brand and product of OpenLaw, Inc., and all references to “Lexi” in these Terms mean OpenLaw, Inc. These Terms govern your access to and use of the Lexi AI platform, the websites located at lexi.law and related subdomains (the “Site”), the Lexi web application, and the Lexi applications and agents available through Slack, Microsoft Teams, and other supported environments, and any related software, integrations, content, and services we provide (collectively, the “Service”).
By clicking a button or checking a box indicating acceptance, by executing an order form that references these Terms, by creating an account or accepting an invitation to access a workspace, or by accessing or using the Service, you agree to be bound by these Terms — including the Data Processing Terms in Section 10 — and by the Lexi Privacy Policy, which is incorporated into these Terms by reference. If you do not agree, you must not accept these Terms and may not use the Service.
We keep a record of each acceptance of these Terms, including the accepting user, the associated account, the date, time, and version accepted. The version and effective date of these Terms appear at the top of this document.
2. Who We Are; Not a Law Firm; No Attorney–Client Relationship
2.1 Not a law firm. Lexi is a technology company. Lexi is not a law firm or an attorney, is not licensed to practice law, may not perform services that may only be performed by a licensed attorney, and does not provide legal advice, legal opinions, or legal representation. The Service is a software tool that provides administrative, organizational, drafting-assistance, and informational support to legal professionals and their staff. The Service, and any output or information provided through it, is not a substitute for the advice or services of a licensed attorney.
2.2 No attorney–client relationship. Your use of the Site or the Service does not and will not create an attorney–client relationship between you (or any of your clients) and Lexi. Communications with the Service are not protected by any attorney–client privilege held by or with Lexi. You remain solely responsible for establishing, maintaining, and protecting any privilege that applies between you and your own clients.
3. AI-Generated Output; Professional Responsibility
3.1 Nature of AI output. The Service uses artificial intelligence, including large language models, to generate text, documents, summaries, research results, communications, reminders, recommendations, and other materials (“Output”). AI systems can and do produce output that is inaccurate, incomplete, outdated, biased, misleading, or fabricated, including invented facts, mischaracterized law, and citations to authorities that do not exist or do not say what the Output claims (commonly called “hallucinations”). Output may also omit material information.
3.2 Output is a draft, not advice. ALL OUTPUT IS PROVIDED SOLELY AS A DRAFT AND STARTING POINT TO ASSIST CUSTOMER. OUTPUT IS NOT LEGAL ADVICE, IS NOT A LEGAL OPINION, AND MUST NOT BE RELIED UPON OR USED — INCLUDING FILED WITH ANY COURT OR AGENCY, SENT TO ANY CLIENT OR OPPOSING PARTY, OR USED TO MAKE ANY DECISION — UNLESS AND UNTIL IT HAS BEEN INDEPENDENTLY REVIEWED, VERIFIED, AND APPROVED BY A LICENSED ATTORNEY OR OTHER QUALIFIED PROFESSIONAL ENGAGED BY CUSTOMER. CUSTOMER AGREES THAT IT WILL NOT RELY ON OUTPUT WITHOUT SUCH INDEPENDENT REVIEW AND VERIFICATION, INCLUDING VERIFICATION OF ALL FACTS, CALCULATIONS, DATES, DEADLINES, AND CITATIONS AGAINST PRIMARY SOURCES.
3.3 Customer retains sole professional responsibility. As between the parties, Customer is solely responsible for: (a) the practice of law and all legal services, advice, and work product Customer provides to its own clients; (b) all filings, submissions, communications, and documents Customer signs, files, sends, or uses, whether or not based on Output; (c) compliance with all applicable rules of professional conduct, court rules, and ethics opinions, including duties of competence, confidentiality, supervision of nonlawyer assistance (including technology), candor to tribunals, and client communication, and obtaining any client consents required for Customer’s use of the Service; (d) conflict checks; and (e) maintaining Customer’s own independent, authoritative systems of record for all deadlines, statutes of limitation, limitations and repose periods, court dates, and other time-sensitive obligations. Calendaring, deadline, intake, and notification features of the Service are assistive conveniences only and are not a docketing system of record. LEXI SHALL HAVE NO LIABILITY FOR ANY MISSED DEADLINE, EXPIRED LIMITATIONS PERIOD, DEFAULT, WAIVER, MALPRACTICE CLAIM, SANCTION, OR DISCIPLINARY MATTER ARISING FROM CUSTOMER’S USE OF OR RELIANCE ON THE SERVICE OR ANY OUTPUT.
3.4 No guarantee of outcomes. Lexi makes no representation or warranty regarding, and is not responsible for, any hallucination, inaccuracy, irrelevance, omission, error, unreliability, interruption, or other problem or defect in any Output, or for the results of any matter in which the Service is used. Output generated for Customer is not exclusive; due to the nature of AI, the Service may generate the same or similar output for other customers.
4. Eligibility; Business Use; Authority
The Service is a business product intended exclusively for business use by legal professionals, law firms, legal departments, and their personnel. By using the Service you affirm that you are at least 18 years of age, are legally able to enter into contracts, and are acting as a business customer and not as a consumer. If you accept these Terms on behalf of a firm, company, or other legal entity, you represent and warrant that you have authority to bind that entity and its affiliates, in which case “Customer” and “you” refer to that entity and its affiliates. If you lack such authority, you must not accept these Terms or use the Service. “Customer” and “you” also include each of Customer’s partners, members, shareholders, attorneys, employees, agents, contractors, administrators, and other persons authorized to act on Customer’s behalf, including Authorized Users (defined below), and Customer is responsible for all of them.
5. The Service; License Grant
Subject to these Terms and payment of all applicable fees, Lexi grants Customer a limited, revocable, non-exclusive, non-transferable (except as permitted in Section 31.3), non-sublicensable right, during the applicable subscription term, to access and use the Service solely for Customer’s internal business purposes. All rights not expressly granted are reserved by Lexi and its licensors. The Service may be updated, modified, or improved from time to time; Lexi may add, change, or remove features, provided that if Lexi materially decreases the core functionality of a paid subscription during its then-current term, Customer’s remedy is to cancel and receive a pro rata refund of prepaid, unused fees for that subscription term.
6. Subscriptions; Fees; Billing; Deposits
6.1 Subscriptions and fees. Access to the Service is provided through paid subscriptions as described at the time of purchase or on an order form. You will be charged in accordance with the billing terms in effect at the time of your initial purchase. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, FEES ARE NON-REFUNDABLE, AND YOU REMAIN RESPONSIBLE FOR SUBSCRIPTION FEES FOR THE ENTIRE SUBSCRIPTION TERM WHETHER OR NOT YOU USE THE SERVICE, UNTIL YOU CANCEL OR THE SUBSCRIPTION IS OTHERWISE TERMINATED.
6.2 Automatic renewal. Unless canceled, each subscription automatically renews at the end of its then-current term for successive renewal terms of the same length, and the payment method on file will be charged the then-current rate on each renewal date (the “Billing Date”). You may cancel future renewals at any time through My Account or by contacting your account manager; cancellation takes effect at the end of the then-current term. If your purchase date falls on the 29th–31st of a month, your Billing Date in shorter months is the last day of the month. Lexi may adjust the Billing Date in subsequent renewal periods, reflected by a prorated charge. We may send a courtesy renewal reminder before the Billing Date, but except where required by applicable law, we are not obligated to do so, and your failure to receive or read a reminder creates no liability for Lexi and does not excuse payment.
6.3 Payment. You must keep a valid payment method on file. You authorize Lexi and its payment processor to charge that payment method for all fees as they come due, and to obtain updated card information from card networks for expiring cards. If a charge is declined or returned (including by chargeback), Lexi may retry the charge for up to thirty (30) days and may suspend or terminate your account and access. Disputed charges must be raised in writing within thirty (30) days of the charge date or are waived to the extent permitted by law.
6.4 Fee and term changes. Lexi may change subscription fees or renewal term lengths by notice at least thirty (30) days before the start of the renewal term in which the change takes effect. If you do not cancel before that renewal term begins, you are deemed to have accepted the change.
6.5 Taxes. Fees are exclusive of all taxes, levies, and duties (including sales, use, VAT, and GST), all of which are Customer’s responsibility, excluding taxes on Lexi’s net income.
6.6 Reservation deposits. Lexi may require a reservation deposit to set up a firm account, in the amount stated on the Site at the time access is requested. The deposit is fully refundable on request at any time before a subscription begins and is otherwise credited toward Customer’s first invoice.
6.7 Discontinuation. Lexi may discontinue a subscription offering. In that case Lexi will, at its option, continue providing the offering through the end of the then-current term, provision a comparable replacement (with at least thirty (30) days’ notice of any new fees), or terminate the offering and refund prepaid, unused fees for the remainder of the term.
7. Acceptable Use; Restrictions
Customer will not, and will not permit any Authorized User or third party to: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time-share, or otherwise make the Service or any Output available to any third party except as expressly permitted by these Terms; (b) copy, modify, translate, or create derivative works of the Service; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, weights, prompts, or underlying technology of the Service, except to the extent such restriction is prohibited by law; (d) access or use the Service to build a competing product or service, or for competitive analysis or benchmarking; (e) use the Service or any data, content, or Output obtained from it to develop, train, fine-tune, or improve any artificial intelligence or machine learning model or similar technology; (f) interfere with the operation or security of the Service, or probe, scan, or test its vulnerability without Lexi’s prior written consent; (g) circumvent usage limits, access controls, or approved interfaces; (h) remove, alter, or obscure proprietary notices; (i) upload or transmit malicious code, or content that is unlawful, infringing, or that Customer lacks rights to provide; (j) use the Service in violation of applicable law, court rules, or rules of professional conduct, or to engage in the unauthorized practice of law; or (k) otherwise use the Service in a manner that exceeds the scope of use permitted under these Terms.
Customer is responsible for all activity occurring under its accounts and must notify Lexi immediately at [email protected] of any suspected fraudulent, unauthorized, or illegal use of the Service or any other suspected security incident involving Customer’s accounts.
8. Accounts; Authorized Users; Credentials
“Authorized Users” are individuals authorized by Customer to use the Service under Customer’s account, such as Customer’s attorneys, staff, and contractors. Customer will ensure each Authorized User complies with these Terms and is responsible for their acts and omissions as if they were Customer’s own. Customer is responsible for maintaining the confidentiality and security of all usernames, passwords, API keys, OAuth tokens, and other credentials used to access the Service or connected Integrations, and for all changes to and deletions of Customer Content made through its accounts. Lexi may rely on instructions received through Customer’s accounts as authorized by Customer.
9. Customer Content; Output; Data Rights
9.1 Your data is yours. “Customer Content” means data, documents, messages, files, and other materials that Customer or its Authorized Users submit to or make available through the Service, including through Integrations, together with Output generated for Customer. As between the parties, Customer owns all right, title, and interest in and to Customer Content. To the extent Lexi holds any rights in Output generated for Customer, Lexi assigns those rights to Customer upon payment of the applicable fees, subject to Section 3.4 (non-exclusivity of similar outputs) and to any third-party rights embedded in materials Customer supplied.
9.2 License to Lexi. Customer grants Lexi a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display, and create derivative technical representations (such as indexes and embeddings) of Customer Content solely as necessary to provide, secure, support, and maintain the Service, to prevent or address technical or security issues, to comply with law, and as otherwise instructed by Customer.
9.3 No training on Customer Content. Lexi will not use Customer Content to train its own or any third party’s foundation or general-purpose AI models, and contractually requires its AI providers not to do so. Lexi does not sell Customer Content and does not use Customer Content for advertising.
9.4 Usage Data. Lexi may collect and use technical logs, telemetry, and usage data, and may create and use de-identified or aggregated data that does not identify Customer, any Authorized User, or any of Customer’s clients, to operate, secure, benchmark, and improve the Service, provided such data is not re-identified.
9.5 Responsibility for Customer Content. Customer is solely responsible for the accuracy, quality, legality, and rights status of Customer Content, for its decisions about what Customer Content to submit to the Service, and for obtaining all rights, consents, and authorizations (including from its own clients, where required) necessary for Lexi to process Customer Content as described in these Terms (including Section 10) and the Privacy Policy.
9.6 Feedback. If Customer or any Authorized User submits suggestions, ideas, or feedback about the Service, Lexi may use them without restriction or obligation, and Customer assigns to Lexi all right, title, and interest in such feedback. Feedback does not include Customer Content.
10. Privacy; Data Processing Terms
10.1 Privacy Policy. Lexi’s collection and use of personal information is described in the Lexi Privacy Policy at lexi.law/privacy. Customer, not Lexi, is responsible for Customer’s own compliance with the privacy, confidentiality, and professional-responsibility obligations applicable to the data Customer chooses to process through the Service.
10.2 Roles. For personal data contained in Customer Content (including personal data of Customer’s clients), Customer is the controller (or business) and Lexi is the processor (or service provider). This Section 10 sets out the parties’ data processing terms and applies to the extent Lexi processes such personal data on Customer’s behalf.
10.3 Lexi’s processing commitments. Lexi will: (a) process such personal data only on Customer’s documented instructions — which consist of these Terms, Customer’s use and configuration of the Service, and Customer’s other written instructions — and for no other purpose; (b) not sell or share such personal data (as those terms are defined in applicable U.S. state privacy laws), and not retain, use, disclose, or combine it other than as necessary to provide the Service or as permitted by applicable law; (c) ensure that persons authorized to process such personal data are bound by appropriate confidentiality obligations; (d) implement and maintain the safeguards described in Section 11; (e) notify Customer if Lexi determines it can no longer meet its obligations under applicable privacy law, in which case Customer may take reasonable and appropriate steps to stop and remediate unauthorized use; (f) taking into account the nature of the processing, provide reasonable assistance with data subject requests, security, breach notification, and data protection assessments; and (g) upon termination, delete or return such personal data as described in Section 18.4. Lexi certifies that it understands and will comply with the restrictions in this Section 10.3.
10.4 Sub-processors. Customer provides general written authorization for Lexi to engage sub-processors to support the Service. The current list appears in Section 6 of the Privacy Policy; Lexi will update that list as providers change, will impose data protection obligations on sub-processors no less protective than this Section 10, and remains responsible for their performance. Customer may request notice of sub-processor additions by emailing [email protected].
10.5 International transfers. Where the GDPR, UK GDPR, or Swiss law requires a transfer mechanism for Customer Content, the parties will, upon Customer’s written request, execute the European Commission’s Standard Contractual Clauses (controller-to-processor module, with the UK Addendum where applicable), which upon execution are incorporated into these Terms and prevail over them as to the transfers they govern.
10.6 Information requests. No more than once per twelve (12) months, and upon reasonable advance written request, Lexi will make available information reasonably necessary to demonstrate compliance with this Section 10, which Lexi may satisfy through summaries of third-party assessment reports (per Section 11.1) and written responses to Customer’s security questionnaires.
11. Data Security; Shared Responsibility
11.1 Lexi’s security measures. Lexi will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security and confidentiality of Customer Content, as further described on the Site. If Lexi becomes aware of unauthorized access to or disclosure of Customer Content in Lexi’s possession or control (a “Security Incident”), Lexi will notify Customer without undue delay, will take commercially reasonable steps designed to identify the cause, mitigate harm, and prevent recurrence, and will provide information reasonably available to Lexi about the incident. Lexi’s notification of or response to a Security Incident is not an acknowledgment of fault or liability. Upon Customer’s reasonable written request, Lexi will make available summaries or copies of its then-current third-party security assessment reports (for example, a SOC 2 report), if and when issued, subject to confidentiality obligations. Except as expressly stated in writing by Lexi, Lexi does not represent that it holds any particular certification, attestation, or audit report.
11.2 Customer’s security responsibilities. Security is a shared responsibility. Customer is responsible for: (a) the security and management of its own systems, devices, networks, browsers, and connected platforms (including the Lexi web application and any Slack or Microsoft Teams workspaces and Integration accounts); (b) credential hygiene, access provisioning and deprovisioning, and permission and channel configurations within Customer’s environments; (c) the scope of data Customer chooses to submit to the Service, including limiting submission of data not needed for the use case; (d) maintaining independent copies, exports, or backups of Customer Content material to its practice; and (e) promptly installing updates and following security guidance Lexi makes available.
11.3 No guarantee. CUSTOMER ACKNOWLEDGES THAT NO SECURITY MEASURES ARE PERFECT OR IMPENETRABLE AND THAT TRANSMISSION AND STORAGE OF INFORMATION OVER THE INTERNET CARRIES INHERENT RISK. EXCEPT FOR LEXI’S EXPRESS OBLIGATION IN SECTION 11.1 TO MAINTAIN THE SAFEGUARDS DESCRIBED THERE, LEXI MAKES NO WARRANTY OR GUARANTEE THAT THE SERVICE OR CUSTOMER CONTENT WILL BE FREE FROM UNAUTHORIZED ACCESS, AND, AS BETWEEN THE PARTIES, CUSTOMER BEARS THE RISK OF SECURITY INCIDENTS THAT OCCUR DESPITE SUCH SAFEGUARDS OR THAT ARISE FROM CUSTOMER’S ENVIRONMENTS, CREDENTIALS, CONFIGURATIONS, OR THIRD-PARTY PLATFORMS. ANY LIABILITY OF LEXI ARISING FROM A SECURITY INCIDENT IS SUBJECT TO SECTIONS 19 AND 20.
12. Confidentiality
12.1 Definition. “Confidential Information” means non-public information disclosed by one party to the other that is designated confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including Customer Content, client information, work product, pricing, business and marketing plans, financial information, technology, and security information. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully known to the receiving party without restriction before disclosure; (c) is rightfully received from a third party without breach of any obligation; or (d) is independently developed without use of the disclosing party’s Confidential Information.
12.2 Obligations. Each party will hold the other’s Confidential Information in confidence, will use it only to perform its obligations and exercise its rights under these Terms, and will protect it with at least the same degree of care it uses for its own similar information (and no less than reasonable care). Lexi’s agreements with third-party vendors and hosting partners that process Confidential Information include confidentiality obligations. A party may disclose Confidential Information to the extent required by law, subpoena, or court order, provided it gives the other party prompt notice where legally permitted and reasonable cooperation to seek protective treatment, and may disclose to law enforcement in connection with the investigation of suspected unlawful activity. These obligations continue during the term of these Terms and for three (3) years after, except that obligations regarding trade secrets and Customer Content continue for as long as the information retains its protected status.
13. Marketing and Publicity
13.1 License to identify Customer. Customer grants Lexi a non-exclusive, royalty-free, worldwide license, effective upon Customer becoming a customer, to use Customer’s name, firm name, logo, and trademarks to identify Customer as a Lexi customer on the Site, in customer lists, in sales and marketing materials, in case studies, and in press releases announcing the relationship. Lexi will follow any reasonable brand or usage guidelines Customer provides in writing.
13.2 Testimonials and stories. Lexi may publish, in whole or in part, any testimonial, review, survey response, quote, or success story that Customer or its personnel submit or approve, with attribution (for example, name, title, firm, city/state, photograph, or likeness as submitted). By submitting or approving such material, the submitting individual consents to this use of their own name and likeness; Customer will not submit the name, photograph, or likeness of any individual without that individual’s consent.
13.3 Opt-out. Customer may revoke this Section 13 license for future uses at any time through our support page at lexi.law/support. Lexi will cease new uses within thirty (30) days of revocation, but is not required to recall, retract, or destroy materials already published, printed, or distributed.
14. Reviews; Surveys
After purchase, Customer may receive survey requests and may submit reviews on the Site. Submitted surveys and reviews may be posted, in whole or in part, on the Site or used in marketing materials in accordance with Section 13. Customer is responsible for the accuracy and legality of reviews it submits.
15. Intellectual Property; Limited License to Materials
15.1 Lexi IP. The Service and Site, and all software, models, interfaces, designs, text, graphics, logos, button icons, images, audio, page headers, trade dress, documentation, and other materials provided by Lexi (collectively, “Materials”), and all intellectual property rights in them, are owned by Lexi or its licensors and Third-Party Providers. Except for the limited rights expressly granted in these Terms, nothing in these Terms or on the Site grants any license to Lexi’s intellectual property, whether by estoppel, implication, or otherwise. “OpenLaw,” “Lexi,” “Lexi OS,” and associated logos are trademarks or service marks of OpenLaw, Inc.. All other marks are the property of their respective owners.
15.2 Limited license to Materials. Lexi grants Customer permission to download, view, copy, and print Materials made available to Customer solely for Customer’s internal business use, provided that: (a) copyright and trademark notices are not altered or removed; (b) Materials are not republished or redistributed; and (c) Materials are not modified. This permission terminates automatically if Customer breaches these Terms, upon which Customer will destroy downloaded or printed Materials.
16. Copyright Policy (DMCA)
Lexi respects intellectual property rights and will, in appropriate circumstances, terminate the accounts of repeat infringers in accordance with 17 U.S.C. § 512(i). If you believe material on the Service infringes your copyright, send a DMCA-compliant takedown notice to Lexi’s designated copyright agent: Copyright Agent, OpenLaw, Inc., 7900 NW 155th St. #105, Miami Lakes, FL 33016, or through our support page at lexi.law/support. Counter-notices may be sent to the same agent. Lexi may forward notices to the affected user and to third parties such as the Lumen database, and will handle reinstatement of removed content in accordance with 17 U.S.C. § 512(g).
17. Beta Features
Lexi may offer features identified as alpha, beta, preview, early access, or similar (“Beta Features”). Beta Features are provided for evaluation, may be modified or discontinued at any time, may contain more errors than generally available features, and are provided “AS IS” without any warranty, support, or service commitment, notwithstanding anything else in these Terms. Lexi’s total liability arising out of Beta Features will not exceed US $100.
18. Term; Suspension; Termination
18.1 Term. These Terms apply from your first acceptance or use of the Service and continue until all subscriptions have expired or been terminated and these Terms are terminated.
18.2 Termination or cancellation by Customer. Customer may cancel a subscription at any time through My Account or its account manager; the subscription remains active through the end of the then-current paid term, after which it will not renew. Except as expressly provided in these Terms, fees already paid are non-refundable.
18.3 Suspension and termination by Lexi. Lexi may suspend or limit access to the Service immediately and without prior notice if: (a) Lexi reasonably believes Customer’s use poses a security risk to the Service or any third party, is fraudulent or unlawful, or violates Section 7; (b) amounts owed are overdue; or (c) suspension is required by law or by a hosting, platform, or integration provider. Lexi may also terminate these Terms or any subscription: (i) for Customer’s material breach not cured within fifteen (15) days of notice (or immediately for breaches incapable of cure, including Sections 7 and 12); or (ii) for convenience, in which case Lexi will refund prepaid fees for the unused remainder of the then-current term as Customer’s sole remedy. If Lexi suspects unauthorized use of an account, Lexi may disable the account temporarily to investigate, and absent legal compulsion need not provide account information to anyone, including the account holder, until the investigation is complete; Lexi is not liable for delays caused by these procedures.
18.4 Effect of termination. Upon termination or expiration, Customer’s access ceases. If Customer requests in writing within thirty (30) days after termination, Lexi will make available a reasonable export of Customer Content in a standard format, subject to payment of all amounts due. Thereafter, Lexi will delete Customer Content in accordance with the Privacy Policy and Section 10, except as retained in routine encrypted backups (deleted on their normal rotation) or as required by law. Sections 2, 3, 6 (as to amounts owed), 7, 9, 11.3, 12, 13 (as to published materials), 15, 17 (liability cap), 19–24, 26, and 28–32 survive termination.
19. Disclaimer of Warranties
THE SITE, THE SERVICE, ALL MATERIALS, AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, LEXI AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, LEXI MAKES NO WARRANTY THAT: (A) THE SERVICE OR OUTPUT WILL MEET CUSTOMER’S REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY OUTPUT OR RESULTS WILL BE ACCURATE, COMPLETE, CURRENT, OR RELIABLE; OR (D) DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, ORAL OR WRITTEN, OBTAINED FROM LEXI OR THROUGH THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. THIS DISCLAIMER DOES NOT APPLY WHERE AND TO THE EXTENT PROHIBITED BY LAW.
20. Limitation of Liability
20.1 Exclusion of certain damages. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL LEXI OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, LOSS OR CORRUPTION OF CUSTOMER CONTENT, COST OF SUBSTITUTE SERVICES, OR BUSINESS INTERRUPTION, HOWEVER ARISING AND UNDER ANY THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING DAMAGES ARISING OUT OF OR RELATING TO ANY OUTPUT OR RELIANCE ON OUTPUT, ANY MISSED DEADLINE OR LIMITATIONS PERIOD, ANY SECURITY INCIDENT, ANY THIRD-PARTY SERVICE OR INTEGRATION, OR ANY UNAVAILABILITY OF THE SERVICE OR CUSTOMER CONTENT.
20.2 Liability cap. TO THE FULLEST EXTENT PERMITTED BY LAW, LEXI’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, AND ANY OUTPUT WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO LEXI FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT.
20.3 Scope and basis of the bargain. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 20 APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, BUT DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW (SUCH AS LIABILITY ARISING FROM FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT WHERE SUCH LIMITATION IS PROHIBITED), AND IN JURISDICTIONS THAT DO NOT ALLOW CERTAIN EXCLUSIONS, THEY APPLY TO THE MAXIMUM EXTENT PERMITTED. THE PARTIES ACKNOWLEDGE THAT THE FEES REFLECT THIS ALLOCATION OF RISK AND THAT LEXI WOULD NOT PROVIDE THE SERVICE ON THESE ECONOMIC TERMS WITHOUT THESE LIMITATIONS.
21. Indemnification by Customer
Customer will defend, indemnify, and hold harmless Lexi and its officers, directors, employees, and agents from and against any third-party claims, demands, actions, and proceedings, and all resulting damages, liabilities, settlements, fines, costs, and expenses (including reasonable attorneys’ fees), arising out of or relating to: (a) Customer Content, including any claim that Customer Content infringes or violates third-party rights or law, or that Customer lacked rights or consents to provide it; (b) Customer’s or any Authorized User’s use of the Service or any Output, including any legal services, advice, filings, or work product Customer provides to its clients and any claim by Customer’s clients or former clients; (c) Customer’s breach of these Terms or violation of law or rules of professional conduct; and (d) disputes between Customer and its Authorized Users, personnel, or clients. Lexi may, at its option, assume the exclusive defense and control of any matter subject to indemnification (at Customer’s expense), in which case Customer will cooperate; Customer will not settle any claim in a manner that imposes any obligation or admission on Lexi without Lexi’s prior written consent.
22. Time Limit on Claims
To the fullest extent permitted by law, any claim arising out of or relating to these Terms or the Service must be commenced within one (1) year after the claim accrues; otherwise it is permanently barred.
23. Third-Party Services and Integrations
The Service interoperates with third-party platforms and services such as Slack, Microsoft Teams, Clio, Westlaw, PracticePanther, MyCase, OneDrive, DocuSign, Google Workspace, QuickBooks, Dropbox, and payment processors (“Third-Party Services”). Third-Party Services are governed by their own terms and privacy policies, which Customer may be required to accept, and which may provide different protections than these Terms. By enabling an Integration, Customer authorizes Lexi to access and exchange data with that Third-Party Service within the scopes Customer grants. LEXI DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR THIRD-PARTY SERVICES, THEIR SECURITY, AVAILABILITY, OR DATA PRACTICES, OR FOR ANY INFORMATION, PRODUCTS, OR SERVICES POSTED OR OFFERED THROUGH THEM, AND DISCLAIMS ALL LIABILITY ARISING FROM THEM. Internet and electronic communications carry inherent limitations; Lexi is not responsible for delays, delivery failures, or damage resulting from such problems or from Customer’s connectivity, equipment, or access, which are Customer’s responsibility to obtain and maintain.
24. Dispute Resolution by Binding Arbitration; Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES INDIVIDUAL ARBITRATION OF DISPUTES AND WAIVES JURY TRIALS AND CLASS ACTIONS.
24.1 Agreement to arbitrate. You and Lexi agree that all Disputes, except those resolved informally or brought in small claims court as permitted below, will be resolved by binding individual arbitration before a neutral arbitrator who may award the same individual damages and individual relief that a court could. “Disputes” is defined broadly and includes claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other theory; claims that arose before these or any prior Terms; claims currently the subject of purported class litigation in which you are not a member of a certified class; and claims that arise after termination of these Terms.
24.2 Class action and jury waiver. ARBITRATION WILL PROCEED ONLY ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE AND MASS ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU AND LEXI EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION. Nothing prevents the parties from settling Disputes on a class or consolidated basis. If any term of this Section 24 is found unenforceable, it will be severed and the remainder enforced, except that in no event will an arbitration proceed on a class, consolidated, mass, or representative basis.
24.3 Informal resolution first. Before commencing arbitration, small claims proceedings, or litigation (where permitted), each party agrees to send the other a written notice (“Notice”) and to personally meet and confer (by phone or video) in a good-faith effort to resolve the Dispute informally. Notices to Lexi go to: OpenLaw, Inc., Attn: Arbitration Agreement, 7900 NW 155th St. #105, Miami Lakes, FL 33016, or through our support page at lexi.law/support. Notices to you go to your account address of record. The Notice must (i) include the claimant’s name, mailing address, account name, and the email and phone number associated with the account; (ii) describe the claim with enough detail to evaluate its merits and the possibility of resolution; (iii) state the specific relief sought, including a good-faith calculation of the amount in controversy; and (iv) be personally signed by the claiming party. A Notice is valid only as to an individual party; a Notice on behalf of multiple parties is invalid as to all. The parties will attempt resolution for sixty (60) days from receipt of the Notice, and conferences must be individualized — one conference per party intending to commence proceedings, with counsel welcome but the party personally participating. Compliance with this Section 24.3 is a condition precedent to arbitration or suit; non-compliance entitles the other party to a stay or dismissal and reimbursement of its costs, and any statute of limitations is tolled during this process. After the 60-day period (and not before), either party may elect small claims court or arbitration by written notice; the recipient then has seven (7) days to elect small claims court with jurisdiction before arbitration may commence. The state courts located in Miami-Dade County, Florida and the federal court for the Southern District of Florida may enter injunctive relief to enforce this Section, including staying an arbitration commenced in violation of it, and may decide whether a claim has previously been released.
24.4 Arbitration procedure. Arbitration will be administered by National Arbitration and Mediation (“NAM,” namadr.com) under its Comprehensive Dispute Resolution Rules and Procedures in effect at filing, as modified by this Agreement, before a single arbitrator. If NAM is unavailable, the parties may agree on the American Arbitration Association, or either party may invoke 9 U.S.C. § 5 for court appointment of the arbitrator. Except for small-claims-eligible Disputes, the arbitrator decides all threshold arbitrability issues, including enforceability, unconscionability, and defenses such as waiver, delay, laches, or estoppel. The Federal Arbitration Act, 9 U.S.C. §§ 1–16, governs. So long as consistent with the NAM rules, arbitration will proceed on documents; if the arbitrator requires a hearing, it will be held remotely by phone or video, and any in-person hearing will be held as close to Customer’s principal place of business as practicable or as the parties agree. Either party may file early or summary dispositive motions. The award is binding and may be entered as a judgment in any court of competent jurisdiction. The parties will keep the arbitration, and its content and result, confidential except as needed to enforce, enter, or challenge the award or as required by law. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only as necessary for that party’s individual claim, and the decision has no preclusive effect as to other parties.
24.5 Small claims. Either party may elect to pursue a qualifying Dispute in a local small claims court on an individual basis. If an arbitration demand has been filed but no arbitrator selected, and the claim qualifies for small claims court, either party may give written notice electing small claims court, and (if all outstanding arbitration fees are paid) the arbitration will be administratively closed.
24.6 Fees and costs. The party initiating arbitration pays the applicable filing fee. Customer affirms that it uses the Service for business and not for personal, family, or household purposes, that it is not a “consumer” for fee-schedule purposes, and that NAM’s Comprehensive (business) fee schedule applies. Arbitrator hearing-time fees are split evenly. In any proceeding arising out of or relating to this Section 24, the arbitrator or court will award the prevailing party its reasonable attorneys’ fees and costs. References to the parties in this Section include their subsidiaries, affiliates, agents, employees, predecessors, successors, assigns, and authorized users and beneficiaries of the Service.
24.7 Opt-out. You may reject this arbitration agreement by sending an opt-out notice within thirty (30) days after you first create your account (or, for existing customers accepting updated Terms, within thirty (30) days of acceptance) through our support page at lexi.law/support or by mail to the address in Section 24.3, including your name, address, phone number, and the email address(es) used for your account. This is the only way to opt out; opting out does not affect any other provision, and an opt-out purporting to cover multiple parties is invalid as to all.
24.8 Court proceedings. Subject to and without waiver of this Section 24, any judicial proceeding (other than small claims actions) will be brought exclusively in the state courts located in Miami-Dade County, Florida or the federal court for the Southern District of Florida, and the parties consent to personal jurisdiction and venue there. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY SUCH PROCEEDING.
25. Governing Law
These Terms and all Disputes are governed by the laws of the State of Florida and applicable U.S. federal law (including the Federal Arbitration Act as to Section 24), without regard to conflict-of-laws rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
26. Changes to These Terms
Lexi may modify these Terms from time to time. For material changes, Lexi will provide at least thirty (30) days’ advance notice by email to the account address of record and/or by in-product notice, and may require Customer to affirmatively accept the updated Terms at next sign-in as a condition of continued use. Non-material changes take effect upon posting of the updated Terms with a new “Last Updated” date. Continued use of the Service after the effective date of updated Terms constitutes acceptance. If Customer does not agree to updated Terms, Customer’s exclusive remedy is to stop using the Service and cancel under Section 18.2 before the updated Terms take effect (with a pro rata refund of prepaid, unused fees if the change materially and adversely affects Customer and Customer cancels for that reason within thirty (30) days of notice). Prior versions are available on request.
27. Force Majeure
Lexi is not in breach or default, and is not liable for any failure, cessation, interruption, or delay in performance, due to causes beyond its reasonable control, including earthquake, flood, fire, storm, natural disaster, act of God, epidemic, act of court or public authority, change in law, utility or internet failure, denial-of-service or other malicious third-party attack, war, terrorism, civil unrest, labor disturbance, or failure of a third-party platform or provider, whether foreseen or unforeseen (each a “Force Majeure Event”). If a Force Majeure Event continues for more than sixty (60) days in the aggregate, Lexi may terminate these Terms without liability, except for a refund of prepaid, unused fees.
28. Export Compliance; Government Use
Customer may not access, download, use, or export the Service or Materials in violation of U.S. export laws and regulations or other applicable laws, and represents that it is not located in an embargoed country, is not on any U.S. government restricted-party list, and will not use the Service for any prohibited end use. The Service is commercial computer software; any U.S. government use is subject to these Terms in accordance with FAR 12.212 and DFARS 227.7202.
29. Electronic Communications; Consent to Contact
You consent to receive communications from Lexi electronically, including by email and in-product notices, and agree that they satisfy any legal requirement that communications be in writing. BY SUBMITTING YOUR TELEPHONE NUMBER OR EMAIL ADDRESS TO LEXI, YOU ACKNOWLEDGE THAT YOU ARE A BUSINESS CUSTOMER MAKING AN INQUIRY TO LEXI, AND THAT LEXI MAY CONTACT YOU AT THAT NUMBER OR ADDRESS REGARDING THE SERVICE — INCLUDING, IF ANY CONSUMER LAWS WERE DEEMED TO APPLY, UNDER APPLICABLE INQUIRY EXCEPTIONS TO ANY STATE OR FEDERAL DO-NOT-CALL LISTS. You may opt out of marketing communications at any time via the unsubscribe mechanisms provided.
30. Accessibility
Lexi aims to make the Site and Service accessible regardless of disability. If you are unable to read or use any part of the Site or Service, contact [email protected] and we will assist you.
31. Miscellaneous
31.1 Entire agreement; order of precedence. These Terms, together with any order form, the Privacy Policy, and any additional terms presented for a specific feature or purchase (which are incorporated by reference), are the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous understandings. If there is a conflict, the order of precedence is: (1) a mutually executed order form; (2) these Terms; (3) other incorporated policies. Terms additional to or different from these Terms contained in any Customer purchase order or vendor form are rejected and have no effect.
31.2 Severability; waiver; interpretation. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the remainder will remain in effect (subject to Section 24.2). A waiver is effective only if in writing and does not waive any other breach. Headings are for convenience; “including” means “including without limitation.”
31.3 Assignment. Customer may not assign or transfer these Terms or any subscription without Lexi’s prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets that is not a competitor of Lexi, upon notice to Lexi. Lexi may assign these Terms without consent. Any prohibited assignment is void. These Terms bind and benefit the parties’ permitted successors and assigns.
31.4 Relationship; no third-party beneficiaries. The parties are independent contractors. These Terms create no partnership, joint venture, fiduciary, bailment, or agency relationship, and confer no rights on any third party, except that Lexi’s officers, directors, employees, agents, licensors, and suppliers are intended beneficiaries of Sections 20 and 21.
31.5 Notices. Legal notices to Lexi must be sent to OpenLaw, Inc., Attn: Legal, 7900 NW 155th St. #105, Miami Lakes, FL 33016, with a copy submitted through our support page at lexi.law/support. Notices to Customer may be sent to the email or mailing address on the account and are deemed given when sent (email) or three (3) days after mailing.
31.6 Right to refuse; no implied licenses. Lexi reserves the right to refuse service to anyone to the extent permitted by law. Metrics displayed on the Site may combine figures across Lexi’s corporate sites and are illustrative.
32. Contact
Questions about these Terms may be directed through our support page at lexi.law/support or to OpenLaw, Inc., 7900 NW 155th St. #105, Miami Lakes, FL 33016.
BY CLICKING “ACCEPT,” CREATING AN ACCOUNT, PLACING AN ORDER, OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.