1. IMPORTANT TERMS
1.1 This Platform Agreement (the "Agreement") is between August and You and governs Your use of the Service. If You are using the Service on behalf of another entity (such as your employer), You must have the authority to accept these Terms on their behalf.
1.2 By using the Service, the parties are agreeing to (i) this Agreement, (ii) our Acceptable Use Policy, (iii) our Support and Service Level Terms, (iv) our Service Terms, (v) our Security Addendum, (vi) our Data Processing Addendum, and (vii) where executed by the parties, our Business Associate Addendum (collectively, the "Terms").
1.3 Updates to Terms
1.3 Other than our Business Associate Addendum, August may update the remainder of the Terms from time-to-time with all updates being effective when posted on our website, subject to the following:
1.3.1 Other than for updates that (i) in August's reasonable judgement, are non-material, (ii) relate to new functionality and Preview Features, or (iii) are required by applicable law, August will provide notice of any update at least 15 days in advance of the update being posted. Such updates are not retroactive, but will govern Your continued use of the Service.
1.3.2 Notwithstanding Sections 1.3 and 1.3.1 above, in no event may August update such Terms in a way that detracts from its obligations as agreed to in this Agreement with respect to Confidential Information, Customer Data, Customer Content, or security, without express written authorization from You.
1.3.3 If August updates the Terms pursuant to this Section 1.3 in a manner that You reasonably consider negatively impacts You, You have 15 days after notification or posting of such update to bring such matter to our attention. If we are unable to resolve Your issue (including by reverting You to our prior language for the balance of Your operative order form) within 15 days of You bringing such issue to our attention, You may terminate this Agreement and any operative order form upon 3 business days notice (and August will refund to You any prepaid unused Fees for the applicable Service).
1.4 - 1.5 Order of Precedence and Service Disclaimer
1.4 In the event of any conflict between this Agreement and the remainder of the Terms, this Agreement controls, except regarding (i) the DPA, which will govern with respect to its subject matter, and (ii) the Service Terms, which control with respect to the features and services governed by the Service Terms.
1.5 The Service is a research tool, and its Output is not legal advice. Output is AI-generated, and it may contain errors and misstatements or may be incomplete.
2. DEFINITIONS
The definitions in Section 12 (Defined Terms) apply to these Terms.
All terms in quotation marks in the body of this Agreement are also defined terms.
3. USAGE
3.1 Subject to the Terms, You and Your Affiliates may access, and we grant You and Your Affiliates the non-exclusive right to use, the Service pursuant to the Documentation. Access credentials are specific to the user to whom they are issued and may not be shared, including within the same organization. You will take reasonable steps to prevent unauthorized use of the Service.
3.2 You may not (i) use the Service in a way that infringes, misappropriates, or violates any person's rights, (ii) access or use the Service from any Embargoed Countries, (iii) attempt to reverse engineer or attempt to discover the source code or engineering of the underlying model and systems of the Service or August's subcontractors, (iv) attempt automated means to scrape content or Output from the Service, or (v) provide to the Service any personally identifiable genetic or biometric data.
3.3 You acknowledge that the Service is not Payment Card Industry (PCI) compliant. If You utilize Protected Health Information with the Service, such usage will further be subject to the terms of an executed August Business Associate Addendum.
3.4 To the extent that You provide us with any Feedback, we may freely use and incorporate any Feedback into our products and services. August may not utilize Feedback in a way that identifies, or could be used to identify You or Your users, Customer Data, Content, or Your Confidential Information.
3.5 Any third party software, services, or other products You use in connection with the Service (for example, Your internet browser) are subject to their own terms, and we are not responsible for such third party products.
4. CONTENT
4.1 You may provide Input to the Service and receive Output from the Service. As between the parties, You own Your Content.
4.2 You may provide Input that is similar or identical to a third party's user's Input or may receive Output that is similar or identical to Output provided to other third party users. Queries that are requested by other third party users and responses provided to other third party users are not Your Content.
5. CUSTOMER DATA
5.1 To utilize certain features, You may be required to upload documents ("Customer Data") into the Service for the purpose of enabling certain features.
5.2 As between the parties, You retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data. You grant to August and its Affiliates a non-exclusive, worldwide, royalty-free right to process the Customer Data and Your Input to the extent necessary to provide the Service to You or Your Affiliates, to prevent or address service or technical problems with the Service, or as may be required by applicable law.
6. FEES AND PAYMENTS
6.1 Payment terms and fees payable by You ("Fees") are as set forth in Your order form(s). We have the right to correct invoicing errors or mistakes within 45 days of the relevant invoice being received by You.
6.2 Fees are exclusive of any taxes or other governmental assessments, including but not limited to sales, use, consumption, value-added, goods and services taxes, withholding taxes, and related interest and penalties ("Taxes"). You are responsible for all Taxes on the Fees, except Taxes borne by August, namely Taxes on net income (including franchise Taxes measured by net income), employment Taxes for its employees, and real property Taxes. August will add Taxes to Your invoice if required by law. To claim an exemption from Taxes, You must provide a valid exemption certificate within 30 days of the invoice date. Your payments to August will be made without any deduction or withholding of any kind. If any deduction or withholding is required by law, You will gross up the payment so that August receives the amount it would have received absent such deduction or withholding. The Parties will cooperate and exchange all documentation necessary to reduce or eliminate any required deduction or withholding, and You will provide official receipts or other evidence of any amounts withheld and remitted promptly after issuance by the relevant taxing authority.
6.3 If You want to dispute any Fees or Taxes, please contact accountsreceivable@august.law within 30 days of the date of the disputed invoice. Undisputed amounts past due may be subject to a finance charge of the unpaid balance per month, accruing daily and compounding monthly at the rate of the prevailing Federal Funds Rate (subject to a minimum of zero) plus 1.5% per annum. If any undisputed amount of Your Fees is past due, we may suspend Your access to the Service after we provide You written notice of late payment. In the event of a billing dispute, any undisputed amounts must be paid in full.
7. TERM AND TERMINATION
7.1 These Terms take effect as of the Effective Date and remain in effect until terminated. Either party may terminate these Terms by providing notice to the other party. Notwithstanding the above, termination (either by August or You) does not become effective until the expiration or termination of all operative order forms or as otherwise indicated in Your order form or this Agreement. In the case of termination, You remain obligated to pay for any used but unpaid Fees charged to Your account.
7.2 Either party may terminate any operative order form if the other party fails to cure any material breach of such order form or the Agreement within 30 days after receipt of written notice from the terminating party of the material breach.
7.3 In the event an order form is terminated pursuant to Section 7.2 of this Agreement, on a date other than the Term End Date (as defined in the order form), You will be refunded a pro rata amount of any prepaid unused Fees inclusive of the day of termination.
7.4 Within 30 days of termination, August will securely delete any remaining Customer Data or Content unless otherwise instructed by You.
7.5 The sections of these terms that customarily would survive such an agreement will survive (for example, provisions around confidentiality, obligation to pay unpaid fees, etc.).
9. WARRANTY AND DISCLAIMER
9.1 You warrant that You have the necessary rights in Your Customer Data and Input to use it with the Service and that Your use of the Service will comply with all applicable laws and regulations.
9.2 August warrants that (i) the Service will conform in all material respects with the specifications provided by August, including in our Documentation, (ii) it will provide the Service in a professional and workmanlike manner with employees having a level of skill commensurate with the requirements of this Agreement, (iii) the Service does not to our knowledge infringe any third party intellectual property right, and (iv) its provision of the Service will comply with all applicable laws and regulations.
9.3 Except for the warranties in this section, the parties disclaim all warranties, express or implied, including all implied warranties of merchantability, fitness for a particular purpose and title. August does not represent or warrant that the use of the Service will be uninterrupted or error-free.
8. INDEMNIFICATION
8.1 August will defend You against any claim by a third party alleging that the Service, when used in accordance with these Terms and the Documentation, infringes any intellectual property right of such third party and will indemnify You for any damages, costs, and, if applicable, attorneys' fees finally awarded against You or agreed in settlement by us resulting from such claim. If Your use of the Service results (or in August's opinion is likely to result) in an infringement claim, August may either: (i) substitute functionally similar products or services, (ii) procure for You the right to continue using the Service, or if (i) and (ii) are not commercially reasonable, (iii) terminate this Agreement, or the applicable order form, and refund to You any prepaid unused Fees for the applicable Service. August will not have an obligation to indemnify and defend to the extent the applicable claim is attributable to any materials not provided by August either alone or in combination with the Service. Notwithstanding the above, August does not have any obligation to defend or indemnify with respect to Output that results from Input or Customer Data that is in violation of our Terms or results from Input or Customer Data that You knew or reasonably should have known was likely to lead to infringing Output.
8.2 You will defend August against any claim by a third party arising from or relating to: (i) Your Input or (ii) Your Customer Data. You will indemnify August for any damages, costs, and, if applicable, attorneys' fees finally awarded against August or agreed in settlement by You resulting from such claim.
8.3 In the event of a potential indemnity obligation under this section, each party (the "Indemnified Party") will: (i) promptly notify the other party (the "Indemnifying Party") in writing of the claim, (ii) allow the Indemnifying Party the right to control the investigation, defense and settlement (if applicable) of such claim at the Indemnifying Party's cost and expense, and (iii) upon request of the Indemnifying Party, provide all necessary cooperation at the Indemnifying Party's expense. Failure by the Indemnified Party to notify the Indemnifying Party of a claim under this section will not relieve the Indemnifying Party of its obligations under this section. However, the Indemnifying Party will not be liable for any litigation expenses that the Indemnified Party incurred prior to the time when notice is given or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the Indemnifying Party. The Indemnifying Party may not settle any claim that would bind the Indemnified Party to any obligation (other than payment covered by the Indemnifying Party or ceasing to use infringing materials) or require any admission of fault by the Indemnified Party, without the Indemnified Party's prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed. Any indemnification obligation under this Section 8 will not apply if the Indemnified Party settles or makes any admission with respect to a claim without the Indemnifying Party's prior written consent.
10. LIMITATIONS ON LIABILITY
10.1 Neither party bears responsibility to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost income, profits, revenue, business interruption, or substitute service costs arising from these Terms, regardless of whether liability stems from contract, warranty, tort (including negligence), strict liability, or otherwise.
10.2 Except regarding (i) payment obligations, (ii) indemnification duties under Section 8, (iii) claims noted in Section 10.3, and (iv) liabilities that cannot be limited by law (such as gross negligence or intentional misconduct), neither party's total liability shall exceed the greater of (x) amounts actually paid to August in the prior 12 months or (y) $250,000 (the "Liability Cap").
10.3 For data breach claims involving Customer Data caused by August's breach under the Security Addendum or DPA, plus confidentiality breaches by either party, total liability shall not exceed the greater of (x) two times amounts paid in the prior 12 months or (y) $500,000 (the "Data Breach Cap").
11. GENERAL TERMS
12. DEFINED TERMS
12.1 Acceptable Use Policy: August's service use policy at https://august.law/legal.12.2 Affiliate: Any entity directly/indirectly controlling, controlled by, or under common control with the subject entity where control means direct/indirect ownership exceeding 50% voting interests, excluding passive investments.12.3 Agreement: Refers to the Platform Agreement cover page definition.12.4 Basic Service: General legal research functionality where users provide Input and receive Output, excluding custom workflows, third-party integrations, and certain research modules.12.5 Business Associate Addendum: Executed addendum for Protected Health Information use at https://trust.august.law/.12.6 Confidential Information: Information identified as confidential at disclosure or reasonably known as confidential/proprietary due to its nature and disclosure circumstances; includes customer-specific Content and Customer Data.12.7 Content: Input and Output collectively.12.8 Customer Data: Per Section 5.1 definition.12.9 Data Breach Cap: Per Section 10.3 definition.12.10 Data Processing Addendum (DPA): The addendum governing Content and Customer Data processing at https://august.law/legal, or any executed separate operative agreement if applicable.12.11 Disclosing Party: Per Section 11.6 definition.12.12 Documentation: Technical and usage documents made available; August may update from time-to-time.12.13 Effective Date: The earlier of (i) first Service use or (ii) first Order Form effective date referencing this Agreement.12.14 Embargoed Countries: Per Section 11.18 definition.12.15 Feedback: Suggestions, enhancement requests, recommendations, corrections, or feedback regarding August offerings, excluding Customer Data and Content.12.16 Fees: Per Section 6.1 definition.12.17 Governing Law: (i) England and Wales law for EEA, Switzerland, or UK customers; (ii) California and United States law for others.12.18 August: Credicle Corporation, a Delaware corporation, including all Affiliates.12.19 Indemnified Party: Per Section 8.3 definition.12.20 Indemnifying Party: Per Section 8.3 definition.12.21 Input: Query provided by a user to the Service.12.22 Liability Cap: Per Section 10.2 definition.12.23 Output: Service response to user Input.12.24 Privacy Policy: August's privacy policy at https://august.law/.12.25 Protected Health Information: Per HIPAA definition and 45 CFR Parts 160, 164, and HITECH Act.12.26 Receiving Party: Per Section 11.6 definition.12.27 Security Addendum: August's security provisions addendum at https://august.law/legal.12.28 Service: SaaS offering via webapp (https://app.august.law), mobile applications, plugins, integrations, interfaces, and related features as described in Documentation or provided by August.12.29 Service Terms: Terms governing Preview Features and optional Service offerings at https://august.law/legal.12.30 Subprocessor: Subcontractor or vendor accessing or processing Customer Data or Content, including those identified in the DPA.12.31 Support and Service Level Terms: Support and Service Level arrangement terms at https://august.law/legal.12.32 Taxes: Per Section 6.2 definition.12.33 Terms: Per Section 1.2 definition.12.34 Usage Data: Information reflecting Service access, interaction, or use by or on behalf of Customer including frequency, duration, volume, features, functions, visit, session, click-through or click-stream data, and derivative analysis or statistical information; excludes Customer Data and Content.12.35 You/Your: (i) The organization contracting for Service use and (ii) authorized users from that organization.12.36 We/Our: August.
11.1 Assignment: Neither party may assign these Terms without advance written consent, except August may (i) assign to any Affiliate or (ii) assign in connection with consolidation, merger, or sale of substantially all assets.11.2 Subcontracting: August may use subcontractors as appropriate while remaining responsible for their performance. Any Subprocessor gaining access to Customer Data or Content after the Effective Date must comply with the Data Processing Addendum.11.3 Severability and Interpretation: If any provision is unenforceable, it shall be limited minimally so remaining Terms remain effective.11.4 Affiliate Usage: You may grant Affiliates service access under Your account if they comply with Terms. Any claims Your Affiliates may have shall be made exclusively by You, subject to all limitations including Section 10, applied collectively.11.5 Open Source Software: August warrants it will not use open source software that would require Your software disclosure or distribution in source code form or grant others modification rights.11.6 Confidentiality: Each Receiving Party shall use reasonable care to (i) not use Confidential Information outside these Terms' scope and (ii) limit access to employees and contractors needing it for consistent purposes, bound by equal confidentiality protections. If legally required disclosure occurs, advance notice shall be provided where permissible.11.7 Usage Data: August may collect and use Usage Data for service development, improvement, support, and operation but cannot share data including Your Confidential Information with third parties except as permitted under Section 11.6 or when aggregated and anonymized.11.8 No Training: August will not train any AI models using Your Content or Customer Data. Subprocessors (except cloud storage providers) similarly shall not train models using such materials or retain them for human review.11.9 Privacy Policy: Users remain subject to August's Privacy Policy to the extent it does not conflict with these Terms.11.10 Data Processing Addendum: August shall abide by Terms and the DPA regarding Content and Customer Data handling, with the DPA controlling on conflicting subject matters.11.11 Insurance: August maintains industry-standard insurance from companies with minimum A.M. Best rating of A-, VI or better.11.12 Use of Name: You grant rights to reference You as a customer and use Your logo, terminable anytime by notice.11.13 Governing Law: These Terms are governed by (i) England and Wales law for EEA, Switzerland, or UK customers, or (ii) California and United States law for others, without conflicts of laws provisions or UN Convention application.11.14 Arbitration: Disputes shall be arbitrated by sole arbitrator in London (EEA/Switzerland/UK) under ICC Rules or San Francisco (others) under JAMS Rules. Panels of three arbitrators hear matters exceeding $250,000 in controversy. Judgment may be entered in any competent court jurisdiction; this clause does not prevent provisional remedies in aid of arbitration.11.15 Notice: All notices must be written in English and addressed via email: August to legalnotices@august.law; You to Your order form email. Either party may update its notice email.11.16 No Waiver: No waiver will be implied from conduct or failure to enforce these Terms; waivers require written signature.11.17 Entire Agreement: These Terms constitute the complete mutual understanding, superseding all previous written and oral agreements regarding the subject matter.11.18 Export Control: Parties must comply with all U.S. and applicable jurisdiction export/import laws. The Service cannot be used in Embargoed Countries, by designated terrorists or specially designated nationals, or other restricted parties, per OFAC and State/Commerce Department lists.11.19 Force Majeure: Neither party bears liability for delays or failures (except fee payment) resulting from causes beyond reasonable control including acts of God, labor disputes, utility failures, earthquakes, storms, embargoes, riots, pandemics, government orders, terrorism, or war.