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END USER LICENSE AGREEMENT

This End User License Agreement ("EULA") is made between Legal Sifter, Inc. dba LegalSifter, Inc. ("LegalSifter"), a Delaware corporation, and you ("User"). In this EULA, LegalSifter and User may each be referred to individually as “party” and collectively as “parties”. By accepting this EULA, you agree to be legally bound by its terms. If you do not accept, you must not use the Software.

  1. Definitions
    1. "Competitor" – Any entity providing software or services with similar functionality to LegalSifter ReviewPro.
    2. "Confidential Information" – Includes User's uploaded documents, as well as proprietary business information from LegalSifter or its providers. Notwithstanding the foregoing, Confidential Information shall not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party.
    3. "Credentials" refers to the login details provided by LegalSifter to User for Software access.
    4. "Documentation" is the explanatory materials regarding the Software.
    5. "LegalSifter ReviewPro™" is the software licensed under this EULA by LegalSifter to User.
    6. "Provided Materials" refer to the Software, Documentation, and any third-party materials included within the Software.
    7. "Services" include support, training, and other related services provided by LegalSifter.
    8. "Software" refers to LegalSifter’s LegalSifter ReviewPro software.
    9. “Term” means the period from the date you accept this EULA until terminated by either party in accordance with the provisions of clause 9 below.
    10. "Third-Party Materials" refers to external content incorporated into the Software.
    11. "Trade Secrets" refers to confidential business information that provides a competitive advantage, as established by the Uniform Trade Secrets Act.
  2. License Grant & Use Rights
    1. During the Term, LegalSifter grants User a limited, non-exclusive, non-transferable right to use LegalSifter ReviewPro for internal business purposes.
    2. User may access the Documentation (if any) solely to support User’s use of the Software.
    3. Support inquiries may be submitted via email to help@legalsifter.com or phone, from 08h00 to 20h00 Eastern Standard Time, Monday through Friday, excluding USA Federal Holidays, at 1-724-221-7438.
    4. LegalSifter may subcontract any of its obligations under this EULA to any third party.
    5. Third-Party Materials (being certain files, stock photos, databases, designs and other materials owned by third parties) are included solely to the extent that their use is necessary for the use of the Software.
    6. User may not share its Credentials with third parties.
  3. Restrictions
    1. User shall not:
      1. use the Software to create revenue-generating applications;
      2. copy, modify, reverse engineer, or decompile the Software;
      3. rent, lease, sell, or sublicense the Software;
      4. bypass technical limitations;
      5. publish, distribute, or share the Software beyond authorized use;
      6. use the Software for spam, malicious activities, or unauthorized data access;
      7. allow Competitors access to the Software;
      8. use the Software for competitive analysis; or
      9. commit or engage in any material misrepresentation, wilful misconduct or fraud.
    2. If a violation occurs, User must notify LegalSifter immediately and take remedial action.
  4. Internet-Based Services
    1. The Software may connect to the internet. By using it, User consents to the transmission of technical device information.
    2. User may not misuse internet-based services, including unauthorized access attempts or activities that impair network functionality.
  5. Technology & Export Restrictions

The Software is subject to U.S. and international export laws. User must comply with all applicable regulations regarding destination, end-user, and end-use restrictions.

  1. Support Services

The Software is provided "as-is." LegalSifter may offer support services at its discretion but is not obligated to do so.

  1. Intellectual Property
    1. User acknowledges that LegalSifter and its subcontractors retain all intellectual property rights to the Software and Provided Materials.
    2. Feedback submitted by User regarding the Software may be used by LegalSifter without restriction.
    3. LegalSifter may collect anonymized data from Software use.
    4. User grants LegalSifter and its subcontractors a non-exclusive, limited, revocable license during the Term to upload, use, copy, store, transmit and display any documents User uploads or other material User provides, to the extent necessary to operate the Software and provide the Services.
  2. Confidentiality
    1. Each party shall maintain confidentiality of the other party’s Confidential Information and take reasonable precautions to prevent unauthorized disclosure, giving access only to those employees and subcontractors that need to have access to it to provide the Services, or access to the Software.
    2. User may request data deletion, which LegalSifter will process promptly unless legally prohibited from doing so.
    3. The parties acknowledge that monetary damages may not be an adequate remedy for a breach of any Confidential Information obligation under this EULA, and equitable remedies may be appropriate. A party would not need to post a bond or other security or provide proof of actual damages to seek equitable remedies.
    4. Trade Secrets remain confidential indefinitely beyond the Term of the EULA.
  3. Termination & Suspension
    1. LegalSifter may suspend User access if, in its sole opinion,:
      1. there is a security threat;
      2. User disrupts system integrity;
      3. the Software is used for illegal activities; or
      4. required third-party services are discontinued.
    2. The EULA will be deemed to have terminated if the enabling agreement expires or is terminated.
    3. Either party may terminate this EULA upon 30 days’ written notice if the other party materially breaches the agreement and fails to cure the breach.
    4. Upon termination, User data will be available for export for 30 days before permanent deletion (unless prohibited by law).
  4. Disclaimers & Limitations of Liability
    1. EXCEPT AS EXPRESSLY OUTLINED IN THIS AGREEMENT, LEGALSIFTER REVIEWPRO IS FURNISHED AS IS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. CLIENT ACKNOWLEDGES THAT LEGALSIFTER DOES NOT WARRANT THAT LEGALSIFTER REVIEWPRO IS ERROR-FREE.
    2. No Legal Advice. User agrees that Software outputs are informational and not a substitute for legal counsel.
    3. Limitation of Liability. LegalSifter’s total aggregate liability for any and all claims howsoever arising in respect of this EULA, shall not exceed $500. LegalSifter is not liable for breach-of-contract damages that the breaching party could not reasonably have foreseen at the time of the breach, including any consequential, special, indirect, incidental, punitive, or exemplary damages, or loss of profits.
  5. Governing Law & Dispute Resolution
    1. This EULA is governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict of laws principles.
    2. Disputes shall first be resolved through mediation in accordance with CPR Institute for Dispute Resolution rules. If mediation fails, disputes shall be resolved in Pennsylvania courts.
    3. If any provision of this EULA is deemed unenforceable, it shall be modified or removed to the extent necessary, without affecting the validity of the remaining provisions.
  6. Miscellaneous
    1. This EULA constitutes the entire agreement between the Parties regarding the subject matter herein.
    2. LegalSifter may modify this EULA to comply with legal or operational requirements.
    3. No waiver of any provision is effective unless in writing and signed by the party giving the waiver. No failure or delay in exercising any discretion or remedy under this Agreement operates as a waiver of that discretion or remedy. A waiver granted on one occasion will not operate as a waiver on future occasions.
    4. The parties acknowledge that if a dispute arises out of this EULA, they want a mediator or a court to interpret it as follows:
      1. for any provision that it holds to be unenforceable, by modifying that provision to the minimum extent necessary to make it enforceable, or, if that modification is not permitted by law, by disregarding it;
      2. if an unenforceable provision is modified or disregarded, by holding that the rest of the EULA will remain in effect as written.
    5. User may not assign this EULA without LegalSifter’s written consent.

 

Frequently Asked Questions

1. How will you provide assurance that you are meeting your compliance requirements? (For example, SOC 2 report)
  • LegalSifter has achieved SOC 2 and will provide its report upon request.
  • We host LegalSifter Review and LegalSifter Organize on Amazon Web Services.  Attached is their SOC compliance site: Amazon SOC Compliance Site.
2. Please provide a listing of where your data centers and off
  • We host LegalSifter Review and LegalSifter Organize environments at Amazon Web Services Northern Virginia, Singapore, London, Ireland, and Beijing - see Amazon Global Infrastructure.
  • We will host LegalSifter Review and LegalSifter Organize data at other Amazon Web Services locations at the request of the client or partner.
3. Are any of your data centers, servers, or data storage locations outside of the US?
In general, no. We offer locations outside of the US for some non-US clients.
4. If we must retain and generate data to support a legal matter, will you allow data to be put on retention hold?
Yes.
5. What if data is co-mingled with another client's data?
Client data is not co-mingled with another client's data, except in the case of research and development and only if you give us permission to use such data for research and development.
6. What type of database environment is used to store data (multi-instance or multi-tenant)?
We are primarily a multi-tenant company, as of 2017.
7. What integrations are required?
LegalSifter Review and LegalSifter Organize do not require integrations.
8. Does LegalSifter acquire any rights to our data through the agreement, including intellectual property rights? Do you use client data to promote your business, such as collating client data as market information or selling the client behavior for third party marketing?
We ask our clients if they will allow us to use their contracts for research purposes only - to further our machine learning algorithms (“Sifters”). All clients benefit from our improved Sifters, and our Sifters need client data to do that.  Each client may decline to give us such permission when we work through our subscription agreement. We will also ask each client for permission to use their name and logo in marketing materials. If we do not have a client’s express written permission on either front, we will not acquire any rights to its data, and we will not use a client's name and logo for marketing purposes.
9. For an audit or security incident, will we be able to audit controls via a third party?
Yes.
10. What is the process to export data?
  • LegalSifter Organize has an export button available at all times to clients, allowing them to export their data into xls format.
  • LegalSifter Review has an export button available to all clients, allowing them to export their sifted documents to docx format.
11. How long is my data stored in LegalSifter Review?
  • 15 days after a user deletes a contract in the LegalSifter Review (moves to Trash, then Deletes from Trash), LegalSifter permanently excises the associated contract files. LegalSifter retains the name of the file, the document type, and the account that uploaded it for reporting purposes as long as the account is open.
  • LegalSifter Review allows organizations to disable excision of deleted documents via a setting. This can be done for litigation hold or any other client need.
  • 30 days after a company or individual terminates their contract or trial for LegalSifter Review, LegalSifter permanently excises all data in the database and datastore.
  • Please note this refers to the LegalSifter Review, not the data that is in the R&D research repository. Copies of contracts are there if the client allowed so in their executed agreement with LegalSifter.
12. How long is my data stored in LegalSifter Organize?
  • 30 days after a company or individual terminates their contract, project, or trial for LegalSifter Organize, LegalSifter permanently excises all data in the database and datastore.
  • Please note this refers to the LegalSifter Organize product, not the data that is in the R&D research repository. Copies of contracts are there if the client allowed so in their executed agreement with LegalSifter.
13. What happens if I need extended access to documents, in cases such as litigation hold?
LegalSifter ensures that clients may specify when Client Data is deleted from LegalSifter’s systems, and to separate content and manage Client Data under differing scenarios (e.g., for litigation hold).
14. What will LegalSifter do in the case of a data breach?
LegalSifter will notify client(s) of any data breach within twenty-four (24) hours of becoming aware of any confirmed (a) breach of network or computing assets that result in potential or actual unauthorized access to any Client Data, or (b) misuse, potential disclosure or loss of, or inability to account for, any Client Data.