Terms of Service
1. Introduction; Acceptance of Terms
Parties. These Terms of Service (the “Agreement” or “Terms”) govern access to and use of the software-as-a-service platform and related services provided by Recourse LLC, an Alabama limited liability company (“Recourse”, “we”, “us”, or “our”), and the entity or individual that accepts this Agreement (“Customer”, “you”, or “your”). If Customer is a law firm, professional corporation, limited liability company, or other legal services organization, this Agreement applies to Customer and to its Authorized Users as defined below.
Effective Date; Binding Agreement. This Agreement becomes effective on the earliest of: (a) the date Customer first clicks an “I Agree,” “Accept,” “Sign Up,” or similar button referencing this Agreement; (b) the date on which an order form, subscription confirmation, or statement of work that incorporates this Agreement by reference is executed by the parties (an “Order Form”); or (c) Customer’s first access to or use of any Service (the “Effective Date”). By accepting this Agreement, Customer represents and warrants that it has the authority to bind itself and its Affiliates, as applicable.
No Use Without Agreement. If Customer does not agree to all of the terms and conditions of this Agreement, Customer may not access or use the Services. Any use of the Services in violation of this Agreement is unauthorized.
Order Forms; Hierarchy. From time to time, the parties may execute one or more Order Forms that reference this Agreement. Each Order Form is incorporated into and governed by this Agreement. In the event of a direct conflict between the terms of an Order Form and the terms of this Agreement, the Order Form will control solely with respect to the subject matter of that Order Form, unless the Order Form expressly states otherwise.
Intended Customers; No Consumer Use. The Services are intended solely for use by professional and business customers, including law firms and legal departments, and are not intended for personal, family, or household purposes. Customer represents that it is acquiring the Services for business purposes only.
Changes to Terms. Recourse may update or modify these Terms from time to time. Recourse will provide Customer with notice of material changes by email or through the Services at least thirty (30) days prior to the effective date of the revised Terms, unless a shorter period is required by law or is reasonably necessary to address security, legal, or operational exigencies. If Customer does not agree to the updated Terms, Customer must cease using the Services prior to the effective date of the updated Terms. Continued use of the Services after the effective date of updated Terms constitutes Customer’s acceptance of such Terms.
2. Definitions
“Account” means the account established for Customer to access and use the Services.
“Account Data” means information relating to the administration of the Account, including Customer’s and Authorized Users’ names, contact details, login credentials, billing and payment information, subscription tier, and similar administrative data, but excluding Customer Content and Output.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities, equity, or other comparable ownership interest of an entity, or the actual ability to direct the management and policies of such entity, whether through ownership, by contract, or otherwise.
“Authorized User” means any individual who is authorized by Customer to access and use the Services under Customer’s Account, including Customer’s partners, employees, contract attorneys, paralegals, staff, and, to the extent expressly permitted by the Services and this Agreement, Customer’s clients and other third parties invited by Customer.
“Confidential Information” has the meaning set forth in Section 8.1.
“Customer Content” means all data, documents, records, information, text, files, messages, communications, images, audio, video, and any other content, in any form or medium, that is submitted, uploaded, imported, transmitted, stored, or otherwise made available through the Services by or on behalf of Customer or any Authorized User, including all associated metadata. For avoidance of doubt, Customer Content includes any data or information relating to Customer’s clients, client matters, litigation, transactions, case files, or legal work product, whether or not such information constitutes attorney-client privileged or confidential information.
“Customer Data” means collectively Customer Content and Account Data.
“Documentation” means the then-current technical, user, and administrative documentation made available by Recourse to Customer regarding the operation and use of the Services.
“Intellectual Property Rights” means all worldwide (a) patents, patent applications, and patent rights; (b) rights associated with works of authorship, including copyrights, moral rights, and mask work rights; (c) rights relating to trade secrets and Confidential Information; (d) trademarks, service marks, trade dress, trade names, domain name rights, and logos; and (e) all other intellectual or industrial property rights of every kind and nature, whether arising by operation of law, contract, license, or otherwise, including all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof.
“Output” means any content, data, information, results, responses, recommendations, calculations, analyses, reports, summaries, or other materials that are generated, produced, created, or returned by the Services (including any artificial intelligence or algorithmic modules) in response to or using Customer Content, queries, or other inputs.
“Personal Data” means any information relating to an identified or identifiable natural person, or as otherwise defined under applicable data protection laws, that is included in Customer Data and processed by Recourse in connection with provision of the Services.
“Services” means Recourse’s hosted software-as-a-service platform and associated applications, features, tools, data processing, analytics, and related technical support, as described in the Documentation and any applicable Order Form, together with any Updates thereto.
“Subprocessor” means any third party engaged by or on behalf of Recourse to process Customer Data in connection with the provision of the Services, including cloud hosting providers, storage providers, and certain support or security vendors.
“Updates” means any updates, enhancements, bug fixes, patches, new features, or other modifications to the Services that Recourse makes generally available as part of its standard service offering.
3. Access to the Services; License Grant and Restrictions
Access Rights. Subject to Customer’s compliance with this Agreement and timely payment of all applicable Fees, Recourse grants to Customer, during the applicable subscription term specified in the Order Form, a limited, non-exclusive, non-transferable (except as expressly permitted in Section 19.4), non-sublicensable right for its Authorized Users to access and use the Services and Documentation, solely for Customer’s internal business purposes in connection with the provision of legal services and related operations.
No Transfer or Sublicense. Customer may not assign, sublicense, or otherwise transfer its rights to access or use the Services to any other person or entity, except as expressly permitted in this Agreement. Without limiting the foregoing, Customer shall not grant to any client or third party any independent right to access the Services other than as an Authorized User under Customer’s Account and solely for the purpose of collaborating with Customer.
Usage Limits. The Services may be subject to usage limits, including with respect to number of Authorized Users, matters, storage, features, transactions, or other usage metrics, as specified in the applicable Order Form or Documentation. Customer shall not exceed such usage limits. Recourse may monitor use of the Services solely for purposes of verifying compliance with this Agreement, ensuring the security and integrity of the Services, and planning capacity.
Restrictions. Customer shall not, and shall not permit any Authorized User or third party to:
copy, modify, translate, adapt, or create derivative works of the Services or Documentation;
reverse engineer, decompile, disassemble, or otherwise attempt to derive or gain access to the source code of any software components of the Services, except to the limited extent that applicable law expressly permits such activities notwithstanding contractual prohibitions;
rent, lease, lend, sell, resell, license, sublicense, distribute, assign, or otherwise transfer or make available the Services to any third party (except to Authorized Users as permitted herein);
use the Services for the benefit of any third party, including on a service bureau, time-sharing, outsourcing, or other similar basis, except as expressly contemplated by this Agreement;
remove, obscure, or alter any proprietary notices, labels, or marks on or in the Services or Documentation;
access or use the Services to build or improve a competitive product or service, or to benchmark or otherwise evaluate the Services for purposes of competitive analysis without Recourse’s prior written consent;
access or use the Services in a manner that circumvents or breaches any security or authentication measures or rate limits;
access the Services through any automated means (including scripts, robots, crawlers, or scrapers) other than Recourse’s published APIs and tools, in a manner expressly authorized by Recourse in writing;
upload, store, or transmit any viruses, malicious code, or other harmful components through the Services; or
use the Services in any manner that violates the Acceptable Use Policy referenced in Section 4.4 or any applicable law, regulation, or professional rule of conduct.
Suspension. Recourse may suspend Customer’s or any Authorized User’s access to the Services, with or without prior notice, if Recourse reasonably determines that: (a) Customer or any Authorized User has breached this Agreement or engaged in fraudulent or unlawful use of the Services; (b) such suspension is necessary to prevent or mitigate a security incident or harm to the Services, Recourse, or any third party; or (c) Customer has failed to pay any undisputed amounts due under this Agreement within the applicable cure period. Recourse will use commercially reasonable efforts to limit any suspension to the minimum scope and duration necessary and will promptly restore access once the issue giving rise to the suspension is cured.
4. Data Ownership; License to Customer Data; Acceptable Use
Ownership of Customer Data. As between Recourse and Customer, Customer shall retain all right, title, and interest (including all Intellectual Property Rights) in and to all Customer Data. Recourse does not claim any ownership rights in or to Customer Data.
License to Use Customer Data. Customer grants to Recourse and its Subprocessors a worldwide, non-exclusive, royalty-free, fully paid-up license, during the term of this Agreement, to host, store, copy, transmit, display, process, and otherwise use Customer Data solely as reasonably necessary to:
provide, maintain, secure, operate, and update the Services;
prevent or address service, security, support, and technical issues;
comply with Customer’s documented instructions and this Agreement;
comply with applicable laws, regulations, and legal process, subject to Section 11.2; and
generate Aggregated Data as described in Section 4.3.
Aggregated Data. Recourse may generate de-identified, anonymized, and aggregated data derived from Customer’s and other customers’ use of the Services (“Aggregated Data”), provided that such Aggregated Data does not identify or reasonably permit the identification of Customer, any Authorized User, any client of Customer, or any other identifiable individual or entity. Recourse may use Aggregated Data for purposes of operating, improving, and developing its products and services, performing analytics, benchmarking, and industry trend analysis, and creating and distributing reports and insights. Recourse shall own all right, title, and interest in and to Aggregated Data, subject to the foregoing limitations.
Acceptable Use Policy. Customer’s and Authorized Users’ access to and use of the Services is subject to Recourse’s acceptable use policy (the “Acceptable Use Policy” or “AUP”), as may be updated from time to time. The AUP will set forth prohibited conduct and content, including but not limited to spamming, unauthorized access attempts, and violations of intellectual property or privacy rights. In the event of any direct conflict between this Agreement and the AUP, the terms of this Agreement shall govern.
Customer Responsibilities for Customer Data. Customer is solely responsible for:
the accuracy, quality, integrity, legality, and appropriateness of Customer Data;
ensuring that Customer has obtained all rights, licenses, consents, and permissions necessary to submit Customer Data to the Services and to grant the licenses set forth in this Agreement;
ensuring that Customer Data does not infringe, misappropriate, or violate any Intellectual Property Rights, privacy rights, or other rights of any third party; and
ensuring that Customer Data does not violate any applicable law or professional rule of conduct, including attorney-client privilege and confidentiality obligations.
Prohibited Data. Customer may not submit to the Services any highly sensitive personal data or special categories of personal data that are not reasonably necessary for the lawful operation of Customer’s practice and use of the Services, including, without limitation, social security numbers, payment card numbers, unencrypted financial account numbers, and protected health information as defined under HIPAA, except as the Services are specifically designed, documented, and contracted to support such data and the parties have entered into any legally required additional agreements (such as a business associate agreement). Recourse disclaims any responsibility for handling such data except as expressly agreed in writing.
5. Artificial Intelligence Features; Output; Professional Responsibility
AI Features. The Services may include artificial intelligence, machine learning, or algorithmic features that assist with tasks such as data extraction, analysis, predictions, document generation, summaries, or other automated or semi-automated functionality (“AI Features”). AI Features may utilize third-party models and services under contract with Recourse.
Use and Ownership of Output. As between Recourse and Customer, and to the fullest extent permitted by applicable law, Customer shall own all right, title, and interest in and to all Output generated by the Services from Customer’s inputs and Customer Content. However, Recourse may store and process Output as part of Customer Data in order to provide and operate the Services.
No AI Training on Client Matter Content. Recourse shall not use Customer Content or Output that includes or derives from client matter information, case facts, damages data, settlement data, or any other privileged or confidential client content for the purpose of training or improving Recourse’s or any third party’s generalized or foundation AI models, except to the limited extent necessary to provide the Services to Customer on a per-request basis. Training and improvement of generalized or foundation AI models may only be conducted using Aggregated Data in accordance with Section 4.3 that has been de-identified such that it does not include or permit re-identification of client matter content.
Accuracy and Limitations of Output. Customer acknowledges and agrees that:
AI Features and Output are inherently probabilistic and may produce incorrect, incomplete, misleading, or inappropriate results;
AI Features do not replace the professional judgment of a licensed attorney or other legal professional;
Recourse does not warrant that any Output is accurate, complete, or suitable for any particular legal, commercial, or other purpose; and
Customer and its Authorized Users are solely responsible for reviewing, verifying, and validating all Output before relying on it or incorporating it into any legal advice, filing, communication, or work product.
No Legal Advice; Not a Law Firm. Recourse is not a law firm, does not engage in the practice of law, and does not provide legal advice, legal opinions, or legal representation. The Services, including any Output or other information generated by the Services, do not constitute legal advice and are not a substitute for the advice or services of a licensed attorney. Customer acknowledges and agrees that:
Customer is solely responsible for the provision of legal services to its clients and for all decisions made and actions taken based on Customer’s use of the Services and any Output; and
no attorney-client relationship is created between Recourse and Customer or any client of Customer.
Professional Responsibility and Ethics. Recourse acknowledges that attorneys using the Services are subject to applicable rules of professional conduct, including obligations of confidentiality, competence, communication, and supervision. Recourse agrees to implement and maintain reasonable security and confidentiality measures as stated in this Agreement to support Customer’s ability to comply with such obligations. However, Recourse does not and cannot warrant that Customer’s use of the Services will, by itself, satisfy or ensure compliance with any law, regulation, rule of professional conduct, court order, or other legal or ethical obligation. Customer is solely responsible for:
determining whether and how to use the Services in a manner consistent with its professional obligations and applicable bar association ethics opinions;
supervising the work of its staff and any non-lawyer assistants using the Services; and
obtaining any necessary consents or disclosures from its clients.
6. Security; Data Protection; Breach Notification
Security Program. Recourse shall implement and maintain a written information security program that includes reasonable administrative, technical, and physical safeguards designed to protect Customer Data from unauthorized access, use, alteration, or disclosure. Without limiting the foregoing, Recourse shall:
encrypt Customer Data in transit using industry-standard protocols (e.g., TLS 1.2 or higher);
encrypt Customer Data at rest using industry-standard encryption (e.g., AES-256 or equivalent);
maintain access controls, including unique user IDs, authentication mechanisms, and role-based permissions, to limit access to Customer Data to personnel and Subprocessors with a need to know;
implement network security measures, including firewalls and intrusion detection or prevention systems, designed to protect the Services from external threats; and
maintain physical security controls at hosting facilities, which may include use of third-party data centers that hold certifications such as SOC 2 Type II or equivalent.
Security Assessments and Certifications. Recourse will periodically assess and review its security controls, and may engage independent auditors to perform security assessments or audits. Upon Customer’s reasonable written request, and subject to customary confidentiality obligations, Recourse will provide a summary of its then-current security controls and any available third-party audit reports or certifications relevant to the Services, to the extent Recourse is permitted to disclose them.
Breach Notification. In the event Recourse becomes aware of a confirmed unauthorized access to, or acquisition, disclosure, or use of, unencrypted Customer Data in Recourse’s possession or control that results in compromise of the security, confidentiality, or integrity of such Customer Data (a “Security Incident”), Recourse shall:
notify Customer without undue delay and, in any event, within seventy-two (72) hours after confirming the Security Incident;
include in such notification, to the extent known at the time, a description of the nature of the Security Incident, categories and approximate number of affected individuals and records, the probable consequences, and the measures taken or proposed to be taken to address and mitigate the Security Incident;
take all commercially reasonable steps to investigate, contain, and remediate the Security Incident; and
reasonably cooperate with Customer’s efforts, at Customer’s expense, to investigate and respond to the Security Incident, including by providing relevant records and information, subject to Recourse’s confidentiality and security obligations and the protection of other customers’ data.
Customer Responsibilities. Customer is responsible for maintaining the security of its Account, including implementing and enforcing a strong password policy, requiring multi-factor authentication where available, and restricting access to Authorized Users with appropriate training and trust. Customer shall promptly notify Recourse of any actual or suspected unauthorized access to or use of its Account or the Services.
Data Processing Addendum. To the extent Recourse processes Personal Data on behalf of Customer in connection with the Services, the parties shall enter into a separate data processing addendum (“DPA”) that sets forth additional terms regarding such processing, as required by applicable data protection laws (including, where applicable, GDPR and CCPA). The DPA, once executed or otherwise made binding, shall be incorporated by reference into this Agreement and shall govern with respect to the processing of Personal Data in the event of any conflict with this Agreement.
7. Subprocessors and Third-Party Services
Use of Subprocessors. Customer acknowledges and agrees that Recourse may engage Subprocessors to provide infrastructure, storage, processing, analytics, support, or other services in connection with provision of the Services. Recourse shall:
impose data protection and confidentiality obligations on Subprocessors that are materially no less protective of Customer Data than those set forth in this Agreement; and
remain responsible for the performance of its Subprocessors’ obligations under this Agreement.
Subprocessor List and Changes. Recourse will maintain a list of current Subprocessors that process Customer Data and will make such list available to Customer upon request. Recourse may update the list of Subprocessors from time to time. Recourse will provide Customer with advance notice (which may be via email or through the Services) of the addition or replacement of any Subprocessor that will process Customer Data, at least thirty (30) days prior to such change, except where shorter notice is reasonably necessary to address security, business continuity, or similar urgent needs.
Objection to Subprocessors. If Customer reasonably objects in writing to a new Subprocessor’s processing of Customer Data on grounds relating to data protection or confidentiality within the notice period, the parties will discuss in good faith a commercially reasonable alternative. If the parties cannot reach an acceptable solution within a reasonable period (not to exceed thirty (30) days), Customer may, as its sole and exclusive remedy, terminate the affected Services by providing written notice to Recourse, and Recourse will refund any prepaid, unused Fees for the terminated Services.
Third-Party Services. The Services may interoperate with or provide links or access to products, services, or applications provided by third parties (collectively, “Third-Party Services”). Third-Party Services are not under Recourse’s control and are provided subject to the terms and conditions and privacy policies of the applicable third parties. Recourse is not responsible for and does not endorse any Third-Party Services. If Customer enables or uses Third-Party Services in connection with the Services, Customer authorizes Recourse to share Customer Data with providers of such Third-Party Services as necessary to facilitate their interoperability. Recourse shall have no liability arising from or relating to Third-Party Services.
8. Confidentiality
Definition. “Confidential Information” means any non-public information disclosed by or on behalf of one party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally, visually, or in writing, and whether or not designated as confidential, that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Customer’s Confidential Information includes Customer Data. Recourse’s Confidential Information includes the Services, Documentation, business plans, product roadmaps, pricing, and technical information.
Exclusions. Confidential Information does not include information that:
is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party;
was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party;
is received from a third party without breach of any obligation owed to the Disclosing Party; or
was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
Obligations. The Receiving Party shall:
use the Disclosing Party’s Confidential Information solely as necessary to perform its obligations or exercise its rights under this Agreement;
not disclose the Disclosing Party’s Confidential Information to any third party except as permitted in this Agreement;
protect the Disclosing Party’s Confidential Information using at least the same degree of care that it uses to protect its own similar information, but in no event less than a reasonable degree of care; and
limit access to the Disclosing Party’s Confidential Information to those of its employees, contractors, and agents who have a need to know the information for purposes consistent with this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein.
Required Disclosures. The Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent required by law, regulation, or valid legal process, provided that the Receiving Party:
gives the Disclosing Party prompt written notice of the requirement, where legally permitted and practicable, to allow the Disclosing Party to seek a protective order or other remedy; and
discloses only that portion of the Confidential Information that the Receiving Party is legally required to disclose.
Return or Destruction. Upon the Disclosing Party’s written request or upon termination of this Agreement, the Receiving Party shall, subject to any retention obligations under applicable law and any rights or obligations concerning data retention under this Agreement: (a) return or destroy the Disclosing Party’s Confidential Information; and (b) upon request, certify in writing that it has done so, except that the Receiving Party may retain copies of Confidential Information in its backup systems or as required for legal or regulatory purposes, subject to the confidentiality obligations herein.
Survival. The obligations in this Section 8 shall survive for five (5) years after termination or expiration of this Agreement; provided that, with respect to trade secrets and Customer client data, such obligations shall continue for so long as such information remains a trade secret or client-confidential information under applicable law.
9. Fees, Payment, and Taxes
Fees. Customer shall pay to Recourse the fees and charges (“Fees”) specified in the applicable Order Form. Unless otherwise stated in the Order Form, Fees are based on the Services purchased and not on actual usage, are non-refundable (except as expressly set forth in this Agreement), and are payable in advance of the applicable subscription term.
Invoicing and Payment Terms. Unless otherwise set forth in the Order Form:
Recourse will invoice Customer for all Fees annually in advance for each subscription term; and
Customer shall pay all undisputed amounts within thirty (30) days of the invoice date.
Disputed Amounts. Customer must notify Recourse in writing of any good-faith dispute regarding an invoice within thirty (30) days after the date of the invoice, identifying the disputed amounts and the basis for the dispute. The parties shall use good-faith efforts to resolve any such dispute promptly. Customer shall pay all undisputed amounts by the due date. Failure to timely dispute an invoice shall be deemed acceptance of the invoiced amounts.
Late Payments. Any undisputed amounts not paid when due may accrue interest at a rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, from the due date until the date paid. In addition, Recourse may suspend Customer’s access to the Services in accordance with Section 3.5 if any undisputed, invoiced amounts remain unpaid for more than fifteen (15) days past the due date, provided that Recourse has given Customer at least ten (10) days’ prior written notice of such non-payment.
Taxes. All Fees are exclusive of any sales, use, value-added, goods and services, withholding, or other taxes or duties imposed by any governmental authority (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchase and use of the Services, excluding Taxes based on Recourse’s net income, property, or employees. If Recourse is obligated to collect or pay Taxes on Customer’s behalf, Recourse will invoice Customer for such Taxes, and Customer shall pay such Taxes unless Customer provides Recourse with a valid tax exemption certificate authorized by the appropriate taxing authority.
Fee Changes. Recourse may modify its standard Fees and pricing from time to time. Fee changes shall not apply during a then-current subscription term but may apply upon renewal. Recourse will provide Customer with at least thirty (30) days’ prior written notice of any Fee changes applicable to a renewal term. If Customer does not agree to the Fee changes, Customer may choose not to renew the applicable subscription by providing written notice of non-renewal in accordance with Section 10.2.
10. Term; Termination; Effect of Termination; Data Portability
Term of Agreement. This Agreement commences on the Effective Date and continues in effect until all applicable subscription terms under all Order Forms have expired or this Agreement has been terminated in accordance with this Section 10.
Subscription Term; Auto-Renewal. Each Order Form will specify the initial subscription term for the Services. Unless otherwise stated in the Order Form, each subscription term will automatically renew for successive periods equal in length to the initial subscription term (each, a “Renewal Term”), unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current subscription term.
Termination for Cause. Either party may terminate this Agreement or any affected Order Form upon written notice to the other party if:
the other party materially breaches this Agreement or such Order Form and fails to cure such breach within thirty (30) days after receiving written notice describing the breach in reasonable detail; or
the other party (a) becomes insolvent; (b) is generally unable to pay, or fails to pay, its debts as they become due; (c) files or has filed against it a petition for bankruptcy; (d) makes an assignment for the benefit of creditors; or (e) applies for or has appointed a receiver, trustee, custodian, or similar agent to take charge of or sell any material portion of its property or business.
Termination for Convenience. Unless otherwise stated in an Order Form, Customer may not terminate this Agreement or any Order Form for convenience during an active subscription term; provided that Recourse may, in its sole discretion, permit an early termination subject to payment of an early termination fee as may be agreed in writing. Recourse may terminate this Agreement or any Order Form for convenience upon at least sixty (60) days’ prior written notice to Customer, in which event Recourse will refund to Customer any prepaid Fees for the terminated Services applicable to the period following the effective date of termination.
Effect of Termination. Upon expiration or termination of this Agreement or any Order Form:
all rights and licenses granted to Customer under this Agreement with respect to the terminated Services shall immediately cease;
Customer shall stop using the terminated Services and Documentation; and
Customer shall pay to Recourse all Fees and other amounts due and payable under this Agreement with respect to the terminated Services through the effective date of termination.
Data Portability; Post-Termination Access. Following any termination or expiration of this Agreement or any Order Form for any reason, Recourse will make Customer Content then stored in the Services available for Customer to export or download for a period of ninety (90) days after the effective date of termination or expiration (the “Retrieval Period”). During the Retrieval Period:
Customer may, upon written request, obtain access to its Account solely for the purpose of exporting Customer Content in a standard, machine-readable format (such as CSV, JSON, or PDF for certain reports), as supported by the Services; and
Recourse will provide reasonable assistance to facilitate such export, subject to Recourse’s then-current professional services rates if substantial manual effort is required.
Deletion of Customer Content. After the Retrieval Period, Recourse will have no obligation to retain Customer Content and may delete or anonymize all remaining Customer Content in its possession or control, subject to any retention obligations under applicable law and Section 8.5. Recourse may maintain logs, backups, and archival copies of Customer Content, which may be stored for a limited period consistent with Recourse’s data retention practices, subject to the confidentiality and security obligations herein.
Survival. Sections 2, 4.1–4.3, 5.2–5.6, 6.3–6.5, 7, 8, 9, 10.5–10.8, 11, 13, 14, 15, 16, 18, and 19, and any other provisions that by their nature should reasonably survive, shall survive any expiration or termination of this Agreement.
11. Government and Legal Process; Account Ownership Disputes
Government and Legal Process Requests. In the event Recourse receives any subpoena, court order, governmental request, or other legal process that purports to compel disclosure of Customer Data (“Legal Process”), Recourse shall:
treat Customer Data as confidential to the extent permitted by law;
promptly notify Customer in writing of the Legal Process, including a copy thereof if permissible, before producing any Customer Data, so that Customer may seek a protective order or other appropriate remedy, unless such notice is prohibited by law or by the requesting authority;
provide Customer with a reasonable opportunity, at Customer’s expense, to contest the Legal Process or seek alternative relief; and
disclose only the minimum amount of Customer Data that Recourse is legally required to disclose, and, where reasonably practicable, seek confidential treatment of such Customer Data.
No Duty to Contest. Nothing in this Agreement shall require Recourse to contest or appeal any Legal Process, or to violate any law or governmental order. Customer shall reimburse Recourse for its reasonable costs (including reasonable attorneys’ fees) incurred in complying with Legal Process directed to or involving Customer Data, except to the extent such Legal Process arises from Recourse’s breach of this Agreement or misconduct.
Account Ownership Disputes. In the event of any dispute between or among multiple persons or entities claiming ownership of or rights in relation to Customer’s Account or Customer Data (including disputes among partners, members, or owners of a law firm, or between departing attorneys and a firm), Recourse may, in its reasonable discretion:
suspend or restrict access to the Account or Customer Data pending resolution of the dispute;
require the disputing parties to resolve their dispute by agreement, court order, or other binding determination; and
rely on, and act in accordance with, any court order, written direction signed by authorized representatives of the disputing parties, or other reasonable evidence of authority that Recourse, in good faith, believes to be valid. Recourse shall have no liability for any acts taken or omitted in good faith in connection with any such dispute.
12. Service Levels; Support; Changes to the Services
Service Availability. Recourse will use commercially reasonable efforts to make the Services available at least 99.5% of the time, measured on a monthly basis, excluding: (a) scheduled maintenance windows; (b) emergency maintenance; (c) downtime caused by Customer’s or third-party systems or networks; (d) force majeure events; and (e) suspensions in accordance with this Agreement.
Scheduled Maintenance. Recourse may perform scheduled maintenance to the Services from time to time. Recourse will use commercially reasonable efforts to schedule maintenance during off-peak hours and to provide advance notice to Customer of any scheduled maintenance that is expected to materially impact availability.
Support. During the term of the applicable subscription, Recourse will provide Customer with standard technical support for the Services in accordance with Recourse’s then-current support policies. Enhanced or premium support may be available for additional Fees.
Changes to the Services. Recourse may, from time to time, modify or update the Services, including by adding, changing, or removing features or functionality, provided that such modifications do not materially reduce the core functionality of the Services purchased by Customer. If Recourse makes a material change that materially diminishes the core functionality of the Services, Recourse will notify Customer in advance, and Customer may, as its exclusive remedy, terminate the affected Services upon thirty (30) days’ prior written notice and receive a pro rata refund of any prepaid, unused Fees for the terminated Services.
13. Warranties; Disclaimers
Mutual Warranties. Each party represents and warrants that:
it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization;
it has full power and authority to enter into this Agreement and to carry out its obligations hereunder; and
this Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, and other laws affecting creditors’ rights generally, and to general principles of equity.
Recourse Warranties. Recourse warrants that:
during the applicable subscription term, the Services will perform materially in accordance with the Documentation, when used in accordance with this Agreement and the Documentation; and
Recourse will perform any support or other services in a professional and workmanlike manner, in accordance with generally accepted industry standards.
Exclusive Remedies. In the event of a breach of the warranties in Section 13.2, Customer’s exclusive remedies and Recourse’s sole obligations shall be, at Recourse’s option: (a) to use commercially reasonable efforts to correct or repair the non-conformity without additional charge; or (b) if Recourse is unable to correct such non-conformity within a commercially reasonable period, to allow Customer to terminate the affected Services and receive a pro rata refund of any prepaid, unused Fees for the terminated Services.
Disclaimers. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICES, DOCUMENTATION, OUTPUT, AND ANY OTHER PRODUCTS OR SERVICES PROVIDED BY RECOURSE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RECOURSE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, RECOURSE DOES NOT WARRANT THAT:
THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE;
ANY DEFECTS WILL BE CORRECTED;
THE SERVICES OR OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, OR SUITABLE FOR ANY PARTICULAR USE OR PURPOSE; OR
THE SERVICES WILL MEET CUSTOMER’S LEGAL, REGULATORY, OR ETHICAL REQUIREMENTS OR OBLIGATIONS.
No Legal Advice; Professional Judgment. CUSTOMER ACKNOWLEDGES THAT THE SERVICES, INCLUDING ANY OUTPUT OR OTHER INFORMATION GENERATED BY THE SERVICES, DO NOT CONSTITUTE LEGAL, TAX, ACCOUNTING, OR OTHER PROFESSIONAL ADVICE, AND CUSTOMER SHALL NOT RELY ON THEM AS SUCH. CUSTOMER IS SOLELY RESPONSIBLE FOR OBTAINING ITS OWN LEGAL, TAX, ACCOUNTING, AND OTHER PROFESSIONAL ADVICE AS NEEDED.
14. Indemnification
Recourse Indemnification. Recourse shall defend Customer and its officers, directors, and employees (collectively, the “Customer Indemnified Parties”) against any third-party claim, demand, suit, or proceeding (“Claim”) to the extent alleging that the Services, as provided by Recourse and used by Customer in accordance with this Agreement and the Documentation, directly infringe any valid United States patent, copyright, or trademark of such third party, and Recourse shall indemnify the Customer Indemnified Parties for any damages, costs, and reasonable attorneys’ fees finally awarded against them by a court of competent jurisdiction (or in a settlement approved by Recourse) arising out of such Claim.
Exclusions. Recourse shall have no obligation under Section 14.1 with respect to any Claim to the extent arising from or relating to:
use of the Services in combination with any hardware, software, data, or other materials not provided by Recourse, if the Claim would not have arisen but for such combination;
modification of the Services by anyone other than Recourse or its authorized agents, if the Claim would not have arisen but for such modification;
use of the Services in a manner that violates this Agreement or the Documentation, if the Claim would not have arisen but for such use;
Customer Data, Output, or any other materials, content, or technology provided by or on behalf of Customer;
Customer’s continued use of the Services after Recourse has notified Customer to cease use of the allegedly infringing Services or to install a replacement or modified version of the Services; or
compliance by Recourse with specifications or instructions provided by Customer, if and to the extent the Claim would not have arisen but for such compliance.
Infringement Mitigation. If the Services or any portion thereof are, or in Recourse’s reasonable opinion are likely to be, subject to a Claim of infringement, Recourse may, at its option and expense:
procure for Customer the right to continue using the affected Services;
modify or replace the affected portion of the Services so that they become non-infringing while providing substantially equivalent functionality; or
if neither of the foregoing options is commercially reasonable, terminate the affected Services upon written notice to Customer and refund to Customer a pro rata portion of any prepaid, unused Fees for the terminated Services. This Section 14.3, together with the indemnity set forth in Section 14.1, states Recourse’s entire liability and Customer’s exclusive remedies with respect to any Claim alleging infringement of Intellectual Property Rights.
Customer Indemnification. Customer shall defend Recourse and its Affiliates, and their respective officers, directors, and employees (collectively, the “Recourse Indemnified Parties”) against any Claim arising from or relating to:
Customer Data, including any allegation that Customer Data or Customer’s use thereof infringes, misappropriates, or violates any Intellectual Property Rights, privacy rights, or other rights of any third party, or violates any applicable law; or
Customer’s or any Authorized User’s use of the Services in violation of this Agreement or applicable law, and Customer shall indemnify the Recourse Indemnified Parties for any damages, costs, and reasonable attorneys’ fees finally awarded against them by a court of competent jurisdiction (or in a settlement approved by Customer) arising out of such Claim.
Indemnification Procedures. The obligations of the indemnifying party under this Section 14 are conditioned upon the indemnified party:
providing prompt written notice of any Claim (provided that failure to provide such notice shall not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced thereby);
giving the indemnifying party sole control of the defense and settlement of the Claim (except that the indemnifying party may not settle any Claim in a manner that imposes any admission of liability, fault, or wrongdoing, or any payment or affirmative obligation on the indemnified party without the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed); and
providing the indemnifying party with reasonable assistance, at the indemnifying party’s expense, in connection with the defense and settlement of the Claim.
15. Limitation of Liability
Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, OR FOR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE OTHERWISE FORESEEABLE.
Aggregate Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR ANY ORDER FORM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO RECOURSE UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Exclusions from Cap. The limitations set forth in Sections 15.1 and 15.2 shall not apply to:
either party’s indemnification obligations under Section 14;
either party’s gross negligence or willful misconduct;
Customer’s payment obligations under Section 9; or
Customer’s breach of the license restrictions in Section 3.4 or confidentiality obligations under Section 8.
Multiple Claims. The existence of more than one Claim shall not enlarge or extend the limitations of liability set forth in this Section 15.
Application. The parties agree that the limitations of liability set forth in this Section 15 are an essential basis of the bargain between the parties and shall apply even if any remedy fails of its essential purpose.
16. Compliance with Law; Export; Anti-Corruption
Compliance with Law. Each party shall comply with all laws, regulations, and rules that apply to its performance under this Agreement, including, as applicable, data protection laws, anti-corruption laws, and export control laws.
Export Controls. Customer acknowledges that the Services, Documentation, and related technical data may be subject to export control and sanctions laws of the United States and other jurisdictions. Customer agrees not to export, re-export, or provide access to the Services or Documentation to any person or entity: (a) located in any country or territory subject to comprehensive U.S. trade sanctions; (b) listed on any U.S. government denied party or restricted party list; or (c) otherwise in violation of any applicable export control or sanctions laws.
Anti-Corruption. Neither party shall, directly or indirectly, make any offer, payment, promise to pay, or authorize the giving of anything of value to any person for the purpose of influencing any act or decision, or securing any improper advantage, in violation of any applicable anti-bribery or anti-corruption laws.
17. Notices
Notices to Customer. Recourse may provide notices to Customer under this Agreement by:
email to the email address associated with Customer’s Account;
posting a message within the Services; or
any other method reasonably designed to provide actual notice to Customer. Notices are deemed given when sent or posted, as applicable.
Notices to Recourse. Customer shall provide all legal notices to Recourse in writing, addressed to Recourse’s then-current legal notice address, marked “Attention: Legal Department,” and delivered by personal delivery, a nationally recognized overnight courier, or certified mail (return receipt requested). Notices are deemed given when received by Recourse.
Updates to Contact Information. Each party is responsible for keeping its contact information, including email addresses for notices, current.
18. Governing Law; Dispute Resolution
Governing Law. This Agreement and any dispute arising out of or relating to this Agreement or the Services shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to its conflict of laws principles.
Informal Resolution. Before initiating any formal dispute resolution proceeding, the parties shall attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to this Agreement through negotiations between executives with decision-making authority, which negotiations shall last for a period of at least thirty (30) days following written notice of the dispute by one party to the other.
Venue; Jurisdiction. The parties agree that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Jefferson County, Alabama, and the parties hereby submit to the personal jurisdiction and venue of such courts and waive any objection thereto.
Injunctive Relief. Notwithstanding anything to the contrary in this Agreement, either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in any court of competent jurisdiction to protect such party’s Intellectual Property Rights or Confidential Information, without the necessity of posting bond or proving actual damages.
19. Miscellaneous
Entire Agreement. This Agreement, together with all Order Forms, the DPA (if applicable), the Acceptable Use Policy, and any other incorporated documents, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, negotiations, and communications, whether written or oral, relating to such subject matter.
Amendments. Except as expressly provided in Section 1.6 with respect to updates to these Terms, any amendment or modification of this Agreement must be in writing and signed by duly authorized representatives of both parties.
Waiver. No waiver by either party of any breach or default of this Agreement shall be effective unless in writing and signed by the waiving party, and no such waiver shall be deemed a waiver of any subsequent breach or default.
Assignment. Customer may not assign, delegate, or otherwise transfer this Agreement, any Order Form, or any of its rights or obligations hereunder, whether by operation of law or otherwise, without Recourse’s prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, Customer may assign this Agreement in its entirety, without Recourse’s consent, to its successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that: (a) such successor is not a direct competitor of Recourse; and (b) Customer provides Recourse with written notice of such assignment. Recourse may assign this Agreement without Customer’s consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets, or to any Affiliate. Any prohibited assignment shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
Independent Contractors. The parties are independent contractors, and nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party shall have authority to bind the other party or incur obligations on its behalf without the other party’s prior written consent.
Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, epidemics, wars, terrorism, riots, labor disputes, governmental actions, failures of telecommunications or internet service providers, or failures or delays of third-party hosting providers (each, a “Force Majeure Event”). The affected party shall promptly notify the other party of the Force Majeure Event and use commercially reasonable efforts to resume performance as soon as reasonably practicable.
Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions of this Agreement shall remain in full force and effect. The parties shall replace any such invalid or unenforceable provision with a valid and enforceable provision that most closely reflects the parties’ original intent.
No Third-Party Beneficiaries. Except as expressly provided in Section 14 with respect to indemnified parties, this Agreement is for the sole benefit of the parties and their respective permitted successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.
Headings. The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.
Counterparts; Electronic Signatures. This Agreement and any Order Form may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures delivered by electronic means (including via electronic signature services or scanned copies) shall be deemed original signatures and binding on the parties.
End of Terms of Service.