Terms of Service.

Parties. This End User Licence Agreement (“EULA” or “Agreement”) is a legally binding agreement between Lexlegis Solutions Private Limited, a company incorporated under the Companies Act, 2013, bearing Corporate Identification Number U63110MH2024PTC426876, PAN AAFCL8661E and GSTIN 27AAFCL8661E1ZB, having its registered office at 410, Tulsiani Chambers, Free Press Journal Marg, Nariman Point, Mumbai 400021, Maharashtra, India (“Lexlegis”, “we”, “us”), and the person accessing or using the Platform (“You” or “Your”).

Acceptance. You shall be deemed to have accepted and be bound by this Agreement upon the earliest of: (a) clicking or otherwise indicating acceptance; (b) creating an account on the Platform; (c) activating any credentials issued to You; or (d) accessing or using the Platform in any manner. If You do not accept this Agreement in its entirety, You shall not access or use the Platform.

Authority. If You access or use the Platform on behalf of any entity, You represent and warrant that You are duly authorised to accept this Agreement on behalf of that entity, that Your acceptance binds both You and that entity, and that references to “You” include that entity. Where You register in a personal capacity but subsequently access or use the Platform in the course of employment, engagement or association with any entity, that entity shall be deemed to have ratified this Agreement from the date of first such use. The Platform reserves the right to require evidence of Your authority at any time.

Precedence over enterprise arrangements. Where the entity referred to in Clause 1.3 has executed a Master Subscription and Licence Agreement, Order Form or other written agreement with Lexlegis (an “Enterprise Agreement”), the Enterprise Agreement governs the commercial and institutional relationship between Lexlegis and that entity and prevails over this Agreement to the extent of any inconsistency. This Agreement nonetheless continues to govern Your individual conduct as an Authorised User, and Clauses 4 (Use Restrictions), 5 (Misuse Prevention) and 7 (AI Output, Verification and Professional Responsibility) apply to You in addition to, and not in derogation of, the Enterprise Agreement.

Nature of the Platform. You acknowledge that the Platform is a research, analysis and drafting aid; that the Output is generated by artificial intelligence and may be inaccurate, incomplete, out of date or erroneous, including by way of fabricated or misattributed citations; that the Output does not constitute legal advice; and that the Output shall not be relied upon or used for any purpose unless and until it has been independently verified by a qualified human professional in accordance with Clause 7.

Documents incorporated by reference. The following documents, as amended from time to time in accordance with Clause 1.7, are incorporated into and form part of this Agreement: (a) the Privacy Policy available at https://lexlegis.ai/legal/privacy; (b) the Data Processing Addendum at Annexure A, to the extent Lexlegis processes Personal Data on behalf of an entity; (c) the Support and Service Level Terms at Annexure B applicable to Your subscription; and (d) the Cancellation and Refund Terms at Annexure C. In the event of conflict, the body of this Agreement prevails, save that the Data Processing Addendum prevails in respect of its subject matter and an executed Order Form prevails in respect of commercial terms expressly addressed in it.

Amendment. Lexlegis may amend this Agreement from time to time. Save for amendments that (a) are, in Lexlegis’ reasonable judgement, non-material, (b) relate to new, optional, beta or preview functionality, or (c) are required by applicable law or by any order or direction of a competent authority, Lexlegis shall give You not less than fifteen (15) days’ prior notice, by email or in platform notification, before an amendment takes effect. No amendment shall have retrospective effect. Your continued use of the Platform after an amendment takes effect constitutes acceptance of it. If an amendment materially and adversely affects Your rights, and Lexlegis is unable to resolve the matter within fifteen (15) days of You raising it in writing, You may terminate this Agreement on fifteen (15) business days’ written notice, and Lexlegis shall refund Fees prepaid for the unexpired portion of Your then current Subscription Term on a pro rata basis.

Eligibility. You represent and warrant that You have attained the age of eighteen (18) years and are competent to contract under the Indian Contract Act, 1872. Paid plans are intended for legal, compliance and allied professionals, and for persons employed in roles that require the use of legal research and drafting tools. Lexlegis may verify eligibility and may decline or withdraw access where the eligibility criteria are not met.

Registration. You shall furnish accurate registration and billing particulars, keep them current, and procure and maintain at Your own cost the hardware, software, connectivity, supported browser versions and configurations necessary to access the Platform.

Credentials. Credentials are issued to a single named individual and shall not be shared, transferred, assigned or made available to any other person, including any other person within the same organisation. You shall keep Your credentials confidential, shall be solely responsible for all activity conducted under them whether or not authorised by You, and shall notify Lexlegis at support@lexlegis.ai immediately upon becoming aware of any actual or suspected unauthorised access to or use of Your account.

Organisational administration. Where credentials are issued to You by the entity referred to in Clause 1.3, that entity is responsible for the issue, suspension and revocation of credentials and for the configuration of access controls made available through the Platform.

Authorised Users. Credentials shall not be issued to, or used by, any person other than Your employees, temporary staff, students, partners or members, and contractors engaged exclusively in the performance of work for You.

Licence. Subject to Your compliance with this Agreement and payment of all applicable Fees, Lexlegis grants You a limited, non-exclusive, non-transferable, non-sublicensable and revocable right, during the Subscription Term, to access and use the Platform solely for Your own internal professional or business purposes, in accordance with the Documentation and the modules, seat entitlements and usage parameters applicable to Your subscription plan.

Reservation of rights. Save for the limited rights expressly granted in Clause 3.1, no right, title or interest in or to the Platform, the Documentation or any Intellectual Property Rights of Lexlegis is granted to You, whether by implication, estoppel, acquiescence or otherwise. All rights not expressly granted are reserved to Lexlegis and its licensors.

Modules and deployment modes. The Platform currently comprises Ask, Interact, Draft, MIRA, Judge Analytics and the Microsoft Word add in, and is made available in the deployment modes described in the Documentation, including software as a service hosted by Lexlegis and enterprise modes hosted on sovereign cloud, within the customer’s own cloud estate, on premises or on air gapped infrastructure. The modules and deployment mode applicable to You are those specified in Your subscription plan or Order Form.

Modification of the Platform. Lexlegis may, in the ordinary course of product development, update, modify, enhance, restructure or discontinue any feature, module, model, skill or functionality of the Platform. Lexlegis shall give You not less than fifteen (15) days’ prior notice, by email or in platform notification, of any such change that materially reduces the functionality of Your subscription plan.

Free, trial, beta and preview access. Lexlegis may offer a free trial of seven (7) days or such other period as it may specify, without requiring a payment instrument. Where the Platform or any module is made available free of charge or on a trial, pilot, evaluation, proof of concept, beta or preview basis, then notwithstanding anything to the contrary in this Agreement: (a) Lexlegis may limit features and usage caps and may withdraw, suspend or terminate such access at any time in its sole discretion, with or without notice; (b) such access is provided on an “as is” and “as available” basis without warranty of any kind, and Clause 13.2 does not apply; (c) Lexlegis’ aggregate liability in respect of such access shall not in any event exceed ₹10,000 (Rupees ten thousand only); and (d) You are solely responsible for exporting Your Content before such access expires, failing which Lexlegis may delete it without further notice and without liability.

Restrictions. You shall not, and shall not attempt to, permit or enable any other person to, whether directly or indirectly:

1. reverse engineer, decompile, disassemble, or otherwise seek to derive or discover the source code, object code, model weights, system prompts, skill library, retrieval logic, ranking methodology, metadata schemas, training data or underlying legal corpus of the Platform, save to the extent such restriction is expressly prohibited by applicable law;
2. copy, reproduce, adapt, modify, translate or create any derivative work of the Platform or the Documentation;
3. use the Platform, any Output, or any part of the Lexlegis legal corpus or skill library to train, fine tune, distil, evaluate, benchmark or otherwise develop any artificial intelligence, machine learning or statistical model, dataset or product, or to develop or assist in the development of any product or service competitive with the Platform;
4. publish, or disclose to any third party for publication, any benchmark, evaluation or performance comparison of the Platform without Lexlegis’ prior written consent;
5. sell, resell, rent, lease, sublicense, distribute, assign or otherwise make the Platform available to any third party, whether for consideration or otherwise, including on a service bureau, outsourcing, staff augmentation or managed services basis;
6. permit any person other than the named individual to whom credentials were issued to access or use the Platform under those credentials;
7. employ any automated means, including robots, spiders, crawlers, scrapers or scripted clients, to access the Platform or to extract content or Output from it, save through a supported application programming interface in accordance with the Documentation;
8. exceed the usage parameters applicable to Your subscription plan, or, where any usage is described as “unlimited”, use the Platform otherwise than in accordance with the fair use standard in Clause 4.2;
9. attempt to gain unauthorised access to the Platform, to the content of any other user, or to any system, network or infrastructure of Lexlegis; introduce or transmit any virus, worm, malware or other harmful code; or otherwise impair or interfere with the integrity, security, availability or performance of the Platform;
10. attempt to circumvent, disable or manipulate any content filter, safety control, rate limit, usage meter, watermark, citation marker or other technical control forming part of the Platform, including by way of prompt injection, jailbreak or similar technique;
11. remove, obscure, alter or falsify any proprietary notice, attribution, watermark or citation marker appearing in or generated by the Platform;
12. upload, submit, process or transmit through the Platform any material that is unlawful, defamatory, obscene, seditious, harassing or infringing, or otherwise use the Platform in contravention of any applicable law, including the Information Technology Act, 2000 and the rules made under it;
13. upload or submit any content in respect of which You do not hold all requisite rights, consents, authorisations and waivers, including under the Digital Personal Data Protection Act, 2023 and any obligation of confidentiality, privilege or professional secrecy owed by You to any person;
14. upload or submit any genetic data, biometric data or payment card data, the Platform not being certified for the processing of those categories, or any protected health information save under a separately executed written addendum;
15. use the Platform or any Output to fabricate evidence, to falsely attribute authority to any proposition, to deceive or mislead any court, tribunal, regulator or counterparty, or in any manner that would breach a duty of candour owed by You or Your organisation; or
16. hold out, represent or permit the representation of any Output to any third party as verified legal advice, or use the Platform to render legal advice to any third party otherwise than following the independent professional review required under Clause 7.

Fair use. Where any usage entitlement under Your subscription plan is described as “unlimited”, that entitlement remains at all times subject to a reasonable fair use standard consistent with the ordinary internal business use of a single named individual. Lexlegis may contact You to discuss an appropriate subscription plan where Your consumption is materially disproportionate to that standard and may, failing agreement, exercise its rights under Clauses 5 and 16.

Verification of compliance. Lexlegis may verify Your compliance with this Clause 4 and with the usage parameters applicable to Your subscription plan, including by reviewing access logs, credential records and usage telemetry, and by requiring written confirmation from You. Where verification discloses usage in excess of Your subscription plan, You shall, within thirty (30) days of written notice, pay Lexlegis the additional Fees applicable to the actual usage for the period of excess at Lexlegis’ then current list price, without prejudice to any other right or remedy of Lexlegis, including suspension under Clause 16.1 and termination under Clause 16.3.

Material breach. Any breach of this Clause 4 constitutes a material breach of this Agreement.

Technical controls. You acknowledge that Lexlegis operates technical and organisational controls designed to detect and prevent misuse of the Platform, including rate limits, usage metering, anomaly detection, credential sharing detection, content and safety filters, and logging of access and administrative activity. These controls form part of the Platform and may be updated by Lexlegis from time to time without notice.

Automated and manual intervention. Where Lexlegis’ controls detect, or Lexlegis reasonably suspects, conduct in breach of Clause 4, conduct that poses a security, legal or reputational risk, or consumption inconsistent with the fair use standard, Lexlegis may, with or without prior notice and without liability: (a) throttle, rate limit or queue Your requests; (b) decline to process any particular Input or to generate any particular Output; (c) block access from any device, network, location or credential; (d) require re authentication or additional verification of identity or eligibility; (e) suspend Your account in whole or in part under Clause 16.1; and (f) preserve relevant logs and records for the purposes of investigation and, where required, disclosure to a competent authority.

Notification and review. Where access is blocked or suspended under this Clause 5, Lexlegis shall, unless prohibited by law or where notice would prejudice an investigation, notify You by email within a reasonable period and identify in general terms the ground for the action. You may request a review by writing to support@lexlegis.ai. Lexlegis shall restore access promptly where the underlying cause has been resolved to its reasonable satisfaction.

No obligation to monitor. Nothing in this Clause 5 obliges Lexlegis to monitor Your use of the Platform or Your Content, and the existence of these controls shall not be construed as any assurance that misuse by any other person will be detected or prevented. Lexlegis is not responsible for reviewing or assessing the content, accuracy or lawfulness of Your Content.

Reporting. Suspected misuse of the Platform, including suspected credential sharing or attempts to circumvent technical controls, may be reported to support@lexlegis.ai.

Ownership. As between You and Lexlegis, You retain all right, title and interest, including all Intellectual Property Rights, in and to Your Input and Your Documents (together, “Your Content”), and, subject to Clauses 6.6 and 7, in and to the Output generated for You, to the extent such Output is capable of ownership under applicable law. Nothing in this Agreement transfers ownership of Your Content to Lexlegis.

Licence to Lexlegis. You grant Lexlegis a limited, non exclusive, worldwide, royalty free licence to access, host, store, process, transmit and use Your Content solely for the purposes of: (a) providing, maintaining, securing and supporting the Platform; (b) generating the Output requested by You; (c) preventing, detecting and addressing fraud, abuse, misuse and security incidents in accordance with Clause 5; and (d) complying with applicable law and any binding order or direction of a competent authority.

No model training. Lexlegis shall not use Your Content to train, fine tune or improve any foundation model or general-purpose model made available to any other customer or to any third party, and shall procure that its sub processors do not do so. Lexlegis may generate and use de identified and aggregated usage data, which shall not comprise Your Content, for internal quality assurance, performance measurement, security and product improvement purposes.

Your responsibility. You are solely responsible for the accuracy, quality, legality and lawfulness of Your Content and for Your right to submit it, including for obtaining every consent, authorisation, waiver and clearance necessary to enable Lexlegis to process Your Content as contemplated by this Agreement.

No system of record. The Platform is not, and shall not be relied upon as, a system of record, archive, repository or backup service. You are solely responsible for maintaining Your own copies of Your Content and of any Output You wish to retain. Upon expiry or termination, Lexlegis shall make Your Content available for export for thirty (30) days, following which Lexlegis may delete or anonymise it. Notwithstanding that Lexlegis maintains backups in the ordinary course, Lexlegis is under no obligation to restore, recreate or reconstruct Your Content or any Output, and bears no liability for any loss, corruption or unavailability of it save to the extent directly caused by Lexlegis’ breach of Clause 10.3.

Non exclusivity of Output. You acknowledge that the Platform is generative in nature and that its models may generate identical or substantially similar Output for other users submitting the same or similar Input or Documents. Accordingly, and notwithstanding Clause 6.1: (a) Your rights in the Output are non exclusive as between You and other users; (b) Lexlegis makes no representation or warranty that any Output is original, novel or capable of protection by copyright or any other Intellectual Property Right, or that it does not resemble Output made available to any other person; and (c) nothing in this Agreement restricts Lexlegis from providing the Platform to any other person, including any person adverse in interest to You or Your client, or from generating for that person Output identical or similar to the Output generated for You.

Nature of the Output. You acknowledge and agree that the Platform employs large language models and other artificial intelligence technologies to generate the Output, and that such technologies, by their nature, may produce content that is incomplete, out of date, inaccurate or erroneous, including fabricated, non existent or misattributed citations, mischaracterised judicial holdings, misread statutory provisions, superseded or overruled authority and incorrect propositions of law. Such phenomena are commonly described as “hallucinations”.

Inadvertent errors. Notwithstanding the care taken in the design, curation and operation of the Platform, errors, omissions and inaccuracies may creep into the Output inadvertently, whether by reason of the probabilistic nature of the underlying models, gaps or errors in source materials, the timing of updates to the legal corpus, the conduct of third party services described in Clause 8, or the manner in which Input is framed. To the maximum extent permitted by applicable law, Lexlegis does not hold itself responsible for any such error, omission or inaccuracy, or for any consequence of acting upon Output that has not been verified in accordance with Clause 7.4.

No legal advice and no lawyer client relationship. The Platform and the Output are furnished as a research, drafting and productivity aid only. The Output does not constitute, and shall not be construed, held out or relied upon as, legal advice or a legal opinion. No lawyer client relationship, fiduciary relationship or relationship of professional advice arises between Lexlegis and You or any other person by reason of Your use of the Platform. Lexlegis is a technology provider. Lexlegis is not a law firm, does not practise law and does not render legal services.

Verification before practical use. You shall procure that all Output is independently reviewed and verified by a qualified and competent human professional, including by verification of every citation, quotation and factual and legal proposition against primary sources, before that Output is, in whole or in part: (a) relied upon by You or any other person; (b) filed, submitted or tendered before any court, tribunal, regulator or other authority; (c) communicated to any client, counterparty or other third party; (d) incorporated into any contract, opinion, pleading, notice or other instrument; or (e) used as the basis of any legal, professional, commercial, financial or other decision. You shall treat the Output in the same manner, and with the same degree of scrutiny, as You would treat the unverified work product of a junior professional or research assistant. In plain terms, You must check every answer before putting it to practical use.

Professional and statutory duties. Nothing in this Agreement, and nothing in the design, functioning or Output of the Platform, relieves, diminishes or displaces any professional, statutory, regulatory or ethical duty owed by You to Your clients, to any court or tribunal, or to any regulator, including duties of competence, diligence, candour, confidentiality and independent professional judgement arising under the Advocates Act, 1961, the Bar Council of India Rules, or any other professional conduct framework applicable to You. You are solely responsible for complying with any rule, practice direction, standing order or judicial direction requiring disclosure of the use of artificial intelligence tools in the preparation of any document, pleading or submission.

Responsibility for work product. You remain solely and exclusively responsible for the content, accuracy, completeness and use of any work product derived from or informed by the Output. To the maximum extent permitted by applicable law, Lexlegis bears no liability for any loss, damage, professional liability, cost, adverse order, penalty, regulatory or disciplinary action or other consequence arising out of or in connection with reliance upon Output in the absence of the verification required under Clause 7.4.

Judge Analytics and predictive features. Any analytics, tendencies, likelihoods or predictions generated by the Platform are statistical observations derived from available data. They are not forecasts of any outcome, do not account for the facts of any particular matter, and shall not be represented to any client, court or third party as an assessment of how any judge, tribunal or authority will decide.

Dependencies. You acknowledge that the Platform depends upon services not owned or controlled by Lexlegis, including third party foundation and large language models and their hosting providers, cloud infrastructure, identity and payment providers, public and commercial sources of judgments, statutes and other legal content, and the integrations described in Clause 8.3 (together, “Third Party Services”).

Effect on Output and availability. You acknowledge and accept that the availability, performance, latency, quality, accuracy, consistency and content of the Output may be affected, degraded or interrupted by the conduct of a Third Party Service, including any outage, deprecation, version change, change in model behaviour, change in licence terms, rate limitation, content restriction, data corruption or error originating with such a service. Lexlegis shall use reasonable endeavours to mitigate the impact of such events but does not warrant the conduct of any Third Party Service and, to the maximum extent permitted by applicable law, bears no liability for any loss arising from it. Periods of unavailability attributable to a Third Party Service are Excluded Downtime for the purposes of Annexure B.

Integrations. The Platform may interoperate with software, platforms or services not provided by Lexlegis, including word processing, electronic mail, messaging, document management, cloud storage and electronic filing platforms (each a “Third Party Integration”). In respect of any Third Party Integration: (a) Your use of it, and any exchange of data with it, is governed exclusively by the terms of the relevant third party provider and is solely between You and that provider; (b) Lexlegis does not warrant or support it and makes no representation as to its availability, functionality, security or performance, or that it will remain interoperable with the Platform; (c) Lexlegis bears no liability for any disclosure, modification, corruption, loss or unavailability of data arising from or in connection with it; and (d) Lexlegis may suspend, modify or discontinue any Third Party Integration, including where the third party alters, restricts or withdraws the enabling interface, without liability, refund or credit.

Substitution. Lexlegis may replace, add or remove any model, provider or Third Party Service underlying the Platform at any time, provided that in the case of enterprise deployment modes any such change affecting the location of processing shall be made in accordance with the Data Processing Addendum and the Order Form.

Fees. You shall pay the fees applicable to Your subscription plan as displayed at the point of purchase or as set out in the applicable Order Form (“Fees”). Unless expressly stated otherwise, Fees are payable in advance, are quoted exclusive of applicable taxes, and are non cancellable and non refundable save as expressly provided in this Agreement and Annexure C.

Taxes. Fees are exclusive of Goods and Services Tax, value added tax and any other applicable indirect tax, cess or levy, which shall be charged in addition at prevailing rates. Taxes paid are not refundable by Lexlegis; any refund of tax follows the process of the relevant tax authority. Where You are required by law to deduct tax at source, You shall: (a) deduct only the amount legally required; (b) remit it to the appropriate authority within the prescribed timelines; and (c) promptly furnish Lexlegis with the applicable certificate (Form 16A or equivalent).

Renewal and revision of Fees. Unless expressly stated otherwise, the Subscription Term renews automatically for successive periods of equal duration at Lexlegis’ then current list price. You may prevent renewal by cancelling through Your account settings, or by written notice to Lexlegis, in either case not less than thirty (30) days before the expiry of the then current Subscription Term for annual plans, and at any time before the end of the current billing cycle for monthly plans. Lexlegis shall give not less than thirty (30) days’ prior notice of any increase in Fees applicable to a renewal term. Fees shall not be increased during a then current Subscription Term.

Cancellation, cooling off and refunds. The circumstances in which cancellation takes effect and refunds are available, including the cooling off window for annual plans, are set out in Annexure C.

Payment failure and default. Any undisputed amount not paid when due accrues interest at 1.5% per month or the maximum rate permitted under applicable law, whichever is lower, from the due date until payment, without prejudice to Lexlegis’ right to suspend access under Clause 16.1. Where a scheduled payment fails, Lexlegis shall retry collection and contact You in accordance with Annexure C. If You dispute an invoiced amount in good faith, You shall notify Lexlegis in writing with reasonable supporting particulars within thirty (30) days of the invoice date and shall pay the undisputed portion by the due date. Chargebacks initiated without first raising the matter with Lexlegis may result in suspension of the account pending resolution.

Roles of the parties. Where You access the Platform under an Enterprise Agreement, the entity referred to in Clause 1.3 is the Data Fiduciary and Lexlegis is a Data Processor in respect of Personal Data contained in Your Content, on the terms of the Data Processing Addendum. Where You subscribe in Your individual capacity, Lexlegis is the Data Fiduciary in respect of Your account, billing and usage data, as described in the Privacy Policy, and acts as a processor in respect of Personal Data contained in Your Documents, which Lexlegis processes only in accordance with Clause 6.2.

Privacy Policy. The categories of data collected, the purposes and legal bases of processing, retention periods, the rights of Data Principals and the grievance redressal mechanism are described in the Privacy Policy. Lexlegis has designated a Data Protection Officer who may be contacted at dpo@lexlegis.ai, which address also serves as the grievance redressal channel under the Digital Personal Data Protection Act, 2023.

Security safeguards. Lexlegis shall implement and maintain reasonable technical and organisational security safeguards designed to protect Your Content against accidental or unlawful destruction, loss, alteration, and unauthorised disclosure or access, consistent with its obligations under the Digital Personal Data Protection Act, 2023 and the rules made under it. The safeguards applicable to enterprise deployments are set out in Schedule 2 to Annexure A. Details of Lexlegis’ security architecture, and any third party certifications and audit reports it holds from time to time, are published at trust.lexlegis.ai.

Location of processing. Lexlegis shall store and process Your Content on infrastructure located in India, or as otherwise specified for the applicable deployment mode in the Order Form or the Data Processing Addendum, consistent with Section 16 of the Digital Personal Data Protection Act, 2023 and any restriction notified by the Central Government from time to time.

Personal data breach. Lexlegis shall notify You without undue delay after becoming aware of any personal data breach affecting Your Content, and shall furnish such information as is reasonably available to it to enable You, or the entity referred to in Clause 1.3, to assess the breach and discharge any notification obligation under applicable law.

Demands by authorities and third parties. If Lexlegis receives any summons, warrant, production order, notice or other binding demand from any court, law enforcement, tax or regulatory authority, or from any other third party, seeking access to or disclosure of Your Content, Lexlegis shall, unless prohibited by applicable law: (a) promptly notify You of the demand and furnish a copy, so as to afford You a reasonable opportunity to seek a protective order or other relief; (b) where legally permissible, direct the requesting party to You as the custodian of Your Content; (c) not disclose Your Content save to the extent legally compelled; and (d) disclose only the minimum content necessary. Lexlegis is under no obligation to assert on Your behalf any claim of legal professional privilege, confidentiality or professional secrecy, and the responsibility for asserting and maintaining any such claim rests solely with You.

Lexlegis Intellectual Property. Lexlegis and its licensors own and retain all right, title and interest, including all Intellectual Property Rights, in and to the Platform, the Documentation, the underlying software, models, model weights, system prompts, skill library, retrieval and ranking systems, metadata schemas and legal corpus, and in and to all improvements, enhancements, modifications and derivative works of them, whether or not conceived, developed or reduced to practice in connection with Your use of, or feedback upon, the Platform.

Feedback. Should You furnish Lexlegis with any suggestion, idea, enhancement request, correction or other feedback in relation to the Platform, Lexlegis may use, incorporate and exploit it without restriction, attribution or obligation to You, provided that Lexlegis shall not identify You as the source without Your prior consent and shall not use Your Content or Your Confidential Information for that purpose.

Public legal content and third party materials. The Platform incorporates or provides access to statutes, judgments, rules, notifications and other public legal content, and to third party datasets, models and tools, all of which remain subject to their own terms, licences or the public domain, as applicable, and none of which is owned by Lexlegis.

Marks. “Lexlegis”, “Lexlegis.ai”, “Legal AID”, “MIRA” and the associated logos and devices are trade marks of Lexlegis. You shall not use them without Lexlegis’ prior written consent, save for the purpose of factual and accurate identification of the Platform.

Definition. “Confidential Information” means all non public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”), whether orally, in writing or by any other means, that is designated as confidential or that a reasonable person would understand to be confidential having regard to the nature of the information and the circumstances of disclosure. The Confidential Information of Lexlegis includes the architecture, models, model weights, system prompts, skill library, corpus composition, security documentation and non public pricing of the Platform. Your Confidential Information includes Your Content.

Obligations. The Receiving Party shall: (a) use the Confidential Information of the Disclosing Party solely to exercise its rights and discharge its obligations under this Agreement; (b) protect it using not less than the degree of care it applies to its own confidential information of like nature, and in no event less than reasonable care; and (c) disclose it only to its personnel, professional advisers and, in the case of Lexlegis, sub processors, in each case on a need to know basis and subject to written obligations of confidentiality not materially less protective than this Clause 12.

Exclusions. This Clause 12 does not apply to information which: (a) is or becomes publicly available otherwise than through breach of this Agreement; (b) was rightfully known to the Receiving Party before disclosure; (c) is rightfully received from a third party without breach of any obligation of confidence; or (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information of the Disclosing Party.

Compelled disclosure. The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation or the order of a competent court or authority, provided that, where legally permissible, it gives the Disclosing Party prompt written notice so as to enable the Disclosing Party to seek a protective order or other remedy, and discloses only the minimum information required.

Duration. The obligations in this Clause 12 subsist for five (5) years following expiry or termination of this Agreement, save that (a) obligations in respect of Your Content subsist for so long as Lexlegis retains any part of it, and (b) obligations in respect of information constituting a trade secret subsist for so long as that information retains the character of a trade secret under applicable law.

Your representations and warranties. You represent and warrant that: (a) You hold all rights, consents and authorisations necessary to submit Your Content and to grant the licence in Clause 6.2; (b) Your access to and use of the Platform shall at all times comply with Clauses 4 and 5 and with all applicable law; (c) where You hold Yourself out as an advocate or other legal professional, You are duly qualified, enrolled and in good standing; and (d) You meet the eligibility criteria in Clause 2.1.

Lexlegis warranty and exclusive remedy. Lexlegis warrants that it shall provide the Platform with reasonable care and skill, in a professional and workmanlike manner and materially in accordance with the Documentation. Your sole and exclusive remedy, and Lexlegis’ entire liability, for breach of this warranty shall be re performance of the affected services within a reasonable time or, where Lexlegis is unable reasonably to do so, refund of the Fees prepaid in respect of the affected period.

Disclaimer. SAVE AS EXPRESSLY SET OUT IN CLAUSE 13.2, THE PLATFORM, THE DOCUMENTATION AND THE OUTPUT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS OR NON INFRINGEMENT, AND WITHOUT WARRANTY THAT THE PLATFORM SHALL BE UNINTERRUPTED, ERROR FREE OR SECURE, IN EACH CASE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING OR CLAUSES 7 AND 8, LEXLEGIS DOES NOT WARRANT THAT THE PLATFORM OR ANY OUTPUT SHALL MEET YOUR REQUIREMENTS, THAT ANY LEGAL RESEARCH CONDUCTED THROUGH THE PLATFORM SHALL BE EXHAUSTIVE, CURRENT OR COMPLETE, THAT ANY OUTPUT SHALL BE FREE OF ERRORS THAT MAY HAVE CREPT IN INADVERTENTLY, OR THAT USE OF THE PLATFORM SHALL RESULT IN ANY PARTICULAR LEGAL, COMMERCIAL OR LITIGATION OUTCOME.

Excluded heads of loss. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), UNDER STATUTE OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFIT, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITY OR ANTICIPATED SAVING, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS.

Aggregate cap. SUBJECT TO CLAUSES 14.3 AND 14.4, THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (a) THE TOTAL FEES PAID OR PAYABLE BY YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; AND (b) ₹25,000 (RUPEES TWENTY FIVE THOUSAND ONLY). WHERE ACCESS IS PROVIDED FREE OF CHARGE OR ON A TRIAL, BETA OR PREVIEW BASIS, THE LIMIT IN CLAUSE 3.5(c) APPLIES IN PLACE OF THIS CLAUSE 14.2.

Enhanced cap. Notwithstanding Clause 14.2 but subject always to Clause 14.4, the aggregate liability of each party in respect of (a) breach of Clause 12 (Confidentiality), (b) breach by Lexlegis of Clause 10.3 (Security safeguards) in respect of Your Content, and (c) its indemnification obligations under Clause 15, shall not exceed the greater of three (3) times the amount specified in Clause 14.2(a) and ₹1,00,000 (Rupees one lakh only).

Unlimited liability. Nothing in Clauses 14.1 to 14.3 excludes or limits: (a) Your obligation to pay Fees due under Clause 9; (b) liability arising from gross negligence, wilful misconduct or fraud; or (c) any liability which cannot be excluded or limited as a matter of applicable law.

Allocation of risk. The parties acknowledge that the Fees reflect the allocation of risk set out in this Clause 14 and in Clauses 7 and 8, and that Lexlegis would not be in a position to make the Platform available on these commercial terms in the absence of that allocation.

Indemnity by You. You shall defend, indemnify and hold harmless Lexlegis, its Affiliates and their respective directors, officers, employees, contractors and agents (the “Lexlegis Indemnitees”) from and against all losses, damages, liabilities, penalties, fines, costs and expenses (including reasonable legal fees and the costs of responding to any regulatory or disciplinary enquiry) arising out of or in connection with any claim, demand, proceeding or enquiry brought or initiated by a third party, a client of Yours, a court, tribunal, regulator or professional body, relating to:

1. Your Content, including any allegation that the submission of Your Content to the Platform infringes or misappropriates the rights of any person, or contravenes applicable data protection law or any obligation of confidentiality, privilege or professional secrecy;
2. Your access to or use of the Platform in breach of Clause 4 or Clause 5, or otherwise in breach of this Agreement or applicable law, including any use of Your credentials by any other person;
3. reliance by You or any person to whom You have provided Output upon any Output in the absence of the verification required under Clause 7.4, including any claim brought by Your own client and any consequential cost order, penalty, sanction or disciplinary proceeding;
4. any representation made by You that Output constitutes legal advice, verified authority or the position of Lexlegis;
5. any breach of Your representations and warranties in Clause 13.1; or
6. any Third Party Integration enabled or used by You.

Indemnity by Lexlegis. Where You are a paying subscriber, Lexlegis shall defend You against any third party claim to the extent it alleges that the Platform, as provided by Lexlegis and used by You in accordance with this Agreement and the Documentation, infringes the Intellectual Property Rights of that third party, and shall indemnify You against damages finally awarded against You by a court of competent jurisdiction, or agreed by Lexlegis in settlement, in respect of that claim. Where any such claim arises or, in Lexlegis’ reasonable opinion, is likely to arise, Lexlegis may at its option: (a) modify or replace the affected functionality with functionally equivalent non infringing functionality; (b) procure for You the right to continue using the Platform; or (c) failing (a) and (b) on commercially reasonable terms, terminate this Agreement and refund the Fees prepaid in respect of the unexpired portion of the then current Subscription Term. This indemnity does not extend to any claim arising out of or in connection with: (i) Your Content; (ii) use of the Platform in breach of Clause 4 or otherwise than in accordance with the Documentation; (iii) combination or use of the Platform with any product, service, data or material not provided by Lexlegis, including any Third Party Service; (iv) any public legal content or third party material described in Clause 11.3; or (v) any Output relied upon in the absence of the verification required under Clause 7.4.

Procedure. The party seeking indemnity (the “Indemnified Party”) shall: (a) promptly notify the other party (the “Indemnifying Party”) in writing of the claim; (b) grant the Indemnifying Party sole control of the investigation, defence and settlement of the claim; and (c) furnish reasonable cooperation at the Indemnifying Party’s cost. The Indemnifying Party shall not settle any claim in a manner that imposes on the Indemnified Party any payment obligation, admission of fault or non-monetary obligation without the Indemnified Party’s prior written consent, not to be unreasonably withheld. Failure to give prompt notice relieves the Indemnifying Party of its obligations only to the extent it is materially prejudiced.

Survival. The indemnities in this Clause 15 survive expiry or termination of this Agreement.

Suspension. Lexlegis may suspend Your access to the Platform, in whole or in part, immediately upon written notice (which may be given by email), if: (a) any undisputed Fee remains unpaid fifteen (15) days after a written reminder following the due date, or a scheduled payment cannot be collected within the period specified in Annexure C; (b) Lexlegis reasonably believes that Your access or use poses a security, legal or reputational risk to Lexlegis, to other users or to any third party, or is in breach of Clause 4 or Clause 5; (c) Lexlegis has taken action under Clause 5.2; or (d) Lexlegis is required to do so by applicable law or by any competent governmental or regulatory authority. Lexlegis shall restore access promptly upon resolution of the underlying cause. Suspension does not relieve You of any payment obligation, and Lexlegis bears no liability for any suspension effected in good faith under this Clause.

Termination by You. You may cease using the Platform and cancel Your subscription at any time. Cancellation takes effect in accordance with Annexure C, and prepaid Fees are not refundable save as provided in Clauses 1.7, 13.2, 15.2 and 16.3 and in Annexure C.

Termination for cause. Either party may terminate this Agreement with immediate effect by written notice if the other party commits a material breach which is incapable of remedy or which, being capable of remedy, is not remedied within fifteen (15) days of written notice specifying the breach. Lexlegis may terminate this Agreement with immediate effect and without any cure period in the event of a breach of Clause 4 or Clause 5 giving rise to a security, legal or reputational risk, or where required by applicable law. Where You terminate for Lexlegis’ uncured material breach, Lexlegis shall refund Fees prepaid in respect of the unexpired portion of the then current Subscription Term on a pro rata basis.

Consequences of termination. Upon expiry or termination for any reason: (a) all licences granted to You cease immediately and You shall discontinue all use of the Platform; (b) You shall pay all Fees accrued but unpaid as at the effective date of termination; (c) each party shall return or destroy the Confidential Information of the other, subject to routine system backups not readily separable and to retention required by applicable law, and in each case subject to Clause 12; and (d) Clause 6.5 and, where applicable, Annexure A govern the export and deletion of Your Content.

Survival. Clauses 5.2(f), 6.1, 6.5, 6.6, 7, 8.2, 9 (in respect of accrued Fees), 11, 12, 13.3, 14, 15, 16.4, 17, 18 and 19 survive expiry or termination of this Agreement.

Governing law. This Agreement is governed by and construed in accordance with the laws of India, without regard to conflict of laws principles.

Negotiation. Any difference, dispute, controversy or claim arising out of or in connection with this Agreement, including as to its breach, termination, validity, existence or interpretation (a “Dispute”), shall first be referred to good faith negotiation between the parties, or their respective senior representatives, for thirty (30) days from the date of written notice of the Dispute given by one party to the other.

Arbitration. Any Dispute not resolved within the period in Clause 17.2 shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, as amended, by a sole arbitrator appointed by mutual agreement of the parties or, failing agreement within thirty (30) days of a written request, by the Bombay High Court. The seat and venue of arbitration shall be Mumbai, India, and the proceedings shall be conducted in English. The award shall be final and binding on the parties.

Interim relief. Nothing in this Clause 17 precludes either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction at Mumbai, India, including for the protection of its Intellectual Property Rights or Confidential Information, whether before or pending the constitution of the arbitral tribunal.

Jurisdiction. Subject to Clauses 17.3 and 17.4, the courts at Mumbai, India have exclusive jurisdiction in respect of any matter arising out of or in connection with this Agreement.

Notices. All notices under this Agreement shall be in writing and in English. Routine notices to Lexlegis shall be sent to support@lexlegis.ai. Notices concerning termination, indemnification, a Dispute or service of process shall be sent to legal@lexlegis.ai and additionally by registered post or courier with acknowledgement due to Lexlegis’ registered office. Notices to You shall be sent to the email address recorded in Your account or given by in platform notification. Notices sent by email are deemed received upon transmission, provided no delivery failure notification is received.

Assignment. You shall not assign, novate, transfer or otherwise deal with this Agreement or any right or obligation under it without Lexlegis’ prior written consent. Lexlegis may assign this Agreement, in whole or in part, to an Affiliate or in connection with any merger, acquisition, corporate reorganisation or sale of all or substantially all of its business or assets relating to the Platform. Any purported assignment in contravention of this Clause is void.

Sub processors and subcontractors. Lexlegis may engage subcontractors and sub processors, including cloud infrastructure and model hosting providers, in connection with the Platform, and remains responsible for their acts and omissions as if they were its own. Sub processors having access to Your Content shall be engaged in accordance with the Data Processing Addendum. The current list of sub processors is published at trust.lexlegis.ai.

Entire agreement. This Agreement, together with the documents incorporated under Clause 1.6 and any applicable Order Form, constitutes the entire agreement between the parties in respect of its subject matter and supersedes all prior or contemporaneous agreements, proposals, representations and understandings, whether written or oral. No term contained in any purchase order or similar document issued by You has any effect, notwithstanding Lexlegis’ acceptance of or failure to object to it. Each party acknowledges that it has not relied upon any representation not expressly set out in this Agreement.

Severability. If any provision of this Agreement is held invalid, illegal or unenforceable by any court or arbitral tribunal of competent jurisdiction, that provision shall be modified to the minimum extent necessary to render it enforceable or, failing that, severed, and the remaining provisions continue in full force and effect.

No waiver. No failure or delay by either party in exercising any right, power or remedy operates as a waiver, nor does any single or partial exercise preclude any further exercise. No waiver is effective unless made in writing.

Relationship of the parties. The parties are independent of one another. Nothing in this Agreement creates any partnership, joint venture, agency, franchise or employment relationship.

No third party rights. This Agreement is for the sole benefit of the parties and their permitted successors and assigns and confers no right or remedy on any other person.

Force majeure. Neither party is liable for any failure or delay in performance (other than payment obligations) to the extent occasioned by any event beyond its reasonable control, including act of God, fire, flood, earthquake, war, civil unrest, act of terrorism, epidemic or pandemic, act or order of government, strike or labour disturbance, failure of internet, telecommunications or power infrastructure, or failure or withdrawal of any Third Party Service.

Export control and sanctions. You shall comply with all applicable export control, import and economic sanctions laws. You represent and warrant that You are not located in, ordinarily resident in, or accessing the Platform from any jurisdiction subject to comprehensive trade sanctions, and that You are not a person designated on any applicable restricted or denied party list, nor owned or controlled by any such person.

Publicity. Lexlegis may identify You, or the entity referred to in Clause 1.3, as a user of the Platform and use the associated name and logo for that purpose only with prior written consent, which may be withdrawn at any time on written notice.

Electronic execution. This Agreement may be accepted by electronic means, and such acceptance constitutes a valid, binding and enforceable electronic record and, where applicable, electronic signature for the purposes of the Information Technology Act, 2000 and the Bharatiya Sakshya Adhiniyam, 2023.

Interpretation. Unless the context otherwise requires: (a) references to “writing” include email and in platform notification; (b) headings and the Plain Language Summary are for convenience only and do not affect interpretation; (c) “including” means “including without limitation”; (d) references to any statute include any re enactment or amendment and any rule, regulation or notification made under it; and (e) the singular includes the plural and vice versa.