LegalSifter ReviewPro Terms of Use (09.04.2026)

These ReviewPro Terms of Use (“Service Terms”) form a binding agreement between the entity identified on the Order Form (as defined below) (“Customer”) and Legal Sifter, Inc. dba LegalSifter, Inc. (“LegalSifter”) and govern Customer’s use of ReviewPro (the “Service”). “Order Form” is the ordering document agreed between Customer and LegalSifter that references these Service Terms and identifies the plan, tier, fees, and subscription term. The Service Terms together with each Order Form are the “Agreement.”

LEGALSIFTER PROVIDES THE SERVICE SOLELY ON THE TERMS OF THE AGREEMENT AND ON CONDITION THAT CUSTOMER ACCEPTS AND COMPLIES WITH THEM. THE AGREEMENT TAKES EFFECT WHEN CUSTOMER CLICKS THE “I ACCEPT”, “SUBSCRIBE”, “PURCHASE” OR A SIMILAR BUTTON OR CHECKBOX, OR BY SIGNING AN ORDER FORM THAT INCORPORATES THESE SERVICE TERMS. BY DOING SO, CUSTOMER (A) ACCEPTS THESE SERVICE TERMS AND AGREES THAT CUSTOMER IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT CUSTOMER IS OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT AND, IF ACTING ON BEHALF OF A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THESE SERVICE TERMS ON BEHALF OF, AND TO BIND, SUCH ENTITY. IF CUSTOMER DOES NOT AGREE, DO NOT CLICK “I ACCEPT”, DO NOT SIGN THE ORDER FORM, AND DO NOT CHECK THE BOX (FOR ONLINE SIGNUPS); AND CUSTOMER MAY NOT ACCESS OR USE THE SERVICE. CUSTOMER AGREES THAT ANY ELECTRONIC ACCEPTANCE CONSTITUTES A BINDING AGREEMENT AND IS EQUIVALENT TO A HANDWRITTEN SIGNATURE.

1. SERVICE.

1. Service. Conditioned upon Customer’s payment of the Fees and compliance with the Agreement, LegalSifter will provide Customer with access to the Service for the Term, for Customer’s internal business purposes only and limited to the number of seats, or number of Contract Reviews and other details specified on the Order Form. ReviewPro is an AI-assisted contract-review service that processes contracts against one or more sets of instructions, standards, and positions (each, a “Playbook“) to produce a reviewed document (a “Reviewed Document“).
2. Subscription Tiers. ReviewPro is offered in the following tiers, as elected on the Order Form: (a) ReviewPro Per-Seat (each, a “Per-Seat Subscription”) (named-seat subscriptions with unlimited Contract Reviews for Customer’s internal business purposes only, and solely in connection with Customer’s own contracts and matters, subject to the Fair Use Policy below). Each seat is assigned to a single, named employee of Customer and is provisioned by the ReviewPro Administrator with unique Login Information to access the Service. A seat license is personal to the named individual (“User”) and may not be shared or used by more than one individual; and (b) ReviewPro Consumption (consumption-based access in which one contract processed through ReviewPro equals one Contract Review, with the number of Contract Reviews and the price per Contract Review set out on the Order Form). “Contract Review” means the processing of a contract or other legal document through the Service to obtain analysis against one or more Playbooks, producing a Reviewed Document.
3. Playbooks.

1. Use of ReviewPro requires a Playbook. Customer’s subscription includes access to all standard Playbooks maintained by LegalSifter (each, a “Standard Playbook“). By using a Standard Playbook with the Service, Customer represents that it has fully vetted the applicable Standard Playbook and has performed all analysis that Customer believes necessary to conclude that the Standard Playbook meets Customer’s requirements.
2. Customer may build its own customized Playbooks at no additional charge within the Service. This may be based on customizing Standard Playbooks to reflect Customer’s own preferences or requirements, or creating its own entirely (each a “Customer Provided Custom Playbook”). Where Customer purchases LegalSifter-built customized Playbooks (“Custom Playbook Architecture“) or ongoing maintenance of those Playbooks (“Custom Playbook Maintenance“), those services are provided on a per-engagement basis at the U.S.-dollar prices set out on the Order Form. LegalSifter retains all right, title, and interest in the underlying templates, methodologies, and Playbook structure, including the Formatting. Custom Playbook Architecture and Custom Playbook Maintenance require Customer to provide the documentation and information LegalSifter reasonably requests (the “Customer Documentation”) and to cooperate reasonably; timing and quality depend on that cooperation, and LegalSifter is not liable for any delay, deficiency, or failure resulting from Customer’s failure to provide it. Responsibility for the quality and sufficiency of any Custom Playbook Architecture rests solely with Customer, and by using it Customer represents that it has fully vetted it and performed all analysis Customer considers necessary to conclude that it meets Customer’s requirements. Any Playbook that is not a Standard Playbook is a “Custom Playbook.” LegalSifter will perform all customization services in a workmanlike and professional manner. EXCEPT AS EXPRESSLY STATED IN THE PRECEDING SENTENCE, ALL CUSTOMIZATION SERVICES, CUSTOM PLAYBOOK ARCHITECTURE, AND CUSTOM PLAYBOOK MAINTENANCE ARE PROVIDED “AS-IS” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
3. All Playbooks use LegalSifter’s proprietary formatting (the “Formatting”). Customer acknowledges that the Formatting is proprietary to LegalSifter and constitutes a valuable trade secret of LegalSifter. In no event shall Customer reuse, steal, copy, or repurpose the Formatting for any purpose.

1. Onboarding. Initial setup and configuration of Standard Playbooks is included in Customer’s subscription. Customer will provide the information and cooperation LegalSifter reasonably requests; LegalSifter is not responsible for delays caused by Customer’s failure to do so.
2. Other Services.

1. Technical Support. LegalSifter will use reasonable efforts to respond to any technical issues or questions reported by Customer pertaining to the Service. An in-product chat is provided by LegalSifter for reporting issues or questions, and LegalSifter will respond to those issues or questions in a reasonable period during its normal business hours.
2. Hosting Services. LegalSifter will use reasonable efforts to ensure the Service is consistently available for Customer to access and use through the Internet twenty-four (24) hours a day, seven (7) days a week. The parties agree that the Service may be inaccessible or inoperable from time to time, including for emergency or pre-scheduled maintenance. LegalSifter will use reasonable efforts to minimize the time the Service is unavailable.

1. Trial Features. LegalSifter may make available, or Customer may subscribe to, features or products offered on a trial or beta basis, or not generally available (collectively, “Trial Features”). Use of Trial Features is at Customer’s election and for evaluation purposes only. LegalSifter may discontinue Trial Features at any time, and Customer’s use terminates automatically when LegalSifter makes such Trial Features generally available. Trial Features may be unpredictable and lead to erroneous results. Customer acknowledges that: (a) Trial Features are experimental and not fully tested; (b) they may not meet Customer’s requirements; (c) their use or operation may not be uninterrupted or error free; (d) Customer’s use is for evaluating, testing, and providing feedback to LegalSifter only, and not for production use; and (e) Trial Features are LegalSifter’s Confidential Information. Customer will promptly report to LegalSifter all errors, defects, and other deficiencies it discovers in a Trial Feature. NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, ALL TRIAL FEATURES ARE PROVIDED “AS-IS” AND “AS-AVAILABLE,” AND, TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF TRIAL FEATURES IS AT CUSTOMER’S SOLE RISK. LEGALSIFTER SHALL HAVE NO LIABILITY WHATSOEVER ARISING FROM OR RELATING TO CUSTOMER’S USE OF TRIAL FEATURES, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES. LEGALSIFTER IS NOT OBLIGATED TO PROVIDE SUPPORT, MAINTENANCE, UPDATES, OR SECURITY FIXES FOR TRIAL FEATURES, AND DOES NOT WARRANT THAT THEY WILL BE ERROR-FREE OR CONTINUOUSLY AVAILABLE. NO INDEMNIFICATION OBLIGATIONS SHALL APPLY TO OR ARISE FROM THE USE OF TRIAL FEATURES BY EITHER PARTY. Customer waives all claims, now known or later discovered, against LegalSifter and its third-party providers and licensors arising out of Customer’s use of Trial Features.

1. THIRD PARTY MATERIALS. The Service may include, use, and/or provide software, content, data, or other materials that are owned by persons other than LegalSifter (“Third-Party Components”) and (a) that are provided to Customer on terms that are in addition to and/or different from those contained in the Agreement (“Third-Party Licenses”) or (b) are used by LegalSifter in order to provide the Service. LEGALSIFTER IS NOT RESPONSIBLE FOR THE THIRD-PARTY COMPONENTS AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY, INCLUDING ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE THIRD-PARTY COMPONENTS, AND CUSTOMER HEREBY WAIVES AND AGREES NOT TO BRING ANY CLAIM AGAINST LEGALSIFTER PERTAINING TO THE THIRD-PARTY COMPONENTS.

1. ARTIFICIAL INTELLIGENCE.

1. LegalSifter utilizes artificial intelligence technologies, some of which are Third-Party Components, including but not limited to machine learning algorithms, natural language processing, and automated decision-making systems (“AI”), to perform and deliver the Service. By accessing or using the Service, Customer acknowledges and agrees that LegalSifter may use AI in the provision of all or part of the Service. Customer acknowledges that AI technologies are inherently probabilistic and may generate outputs that are inaccurate, incomplete, or otherwise flawed. AI-generated outputs may not be reviewed or verified by a human before being provided to Customer.
2. LegalSifter does not warrant that the Service, including any AI-generated outputs, will be error-free, accurate, or meet Customer’s specific requirements. Customer assumes all risks associated with the use of an AI-powered service and is solely responsible for verifying the accuracy and suitability of any AI-generated outputs before relying on them.
3. The use by LegalSifter of the AI Third-Party Components ensures your data is handled responsibly: (a) Customer Data is not used to train the AI Third-Party Components; (b) LegalSifter has zero data retention terms in place with its AI Third-Party Component providers for any Customer Data entering the AI Third-Party Component provider environment, which means that Customer Data will not be saved to disk, or retained by the AI Third-Party Component provider longer than necessary to comply with safety policies; and (c) Only trust and safety classifier results (not Customer’s Data itself) are retained. Ownership of Outputs, and LegalSifter’s retained rights in its AI models and in intermediate or system-generated artifacts, are addressed in Section 7.

1. CUSTOMER OBLIGATIONS AND USE RESTRICTIONS.

1. Customer Responsibility.

1. Customer is responsible and liable for all use of the Service through access it provides, directly or indirectly, including all acts and omissions of any person to whom it provides access, whether or not that access or use is permitted by the Agreement.
2. Customer is responsible for maintaining and operating the environment from which it accesses and uses the Service, including all hardware, software, network, and similar components, and must satisfy and maintain the minimum performance or other requirements specified by LegalSifter; LegalSifter is not responsible for Customer’s failure to do so, or for any interruption to or poor performance of the Service to the extent relating to Customer’s environment or Customer’s failure to satisfy its obligations under this Section.
3. Customer will name one to three of its employees as its “ReviewPro Administrator,” who is responsible for commissioning (and de-commissioning) its users who are authorized to use the Service on behalf of Customer. To access the Service, Customer must create an account (“Account”) and select a username and password (“Login Information”). Customer is solely responsible for keeping the Login Information confidential, shall not share its Account or Login Information or let anyone else access its Account or do anything else that might jeopardize its security, and is responsible for all use of its Login Information and for anything that happens through its Account. If Customer becomes aware of or reasonably suspects any breach of security, including any loss, theft, or unauthorized disclosure of its Login Information or unauthorized access to its Account, Customer must immediately notify LegalSifter and change its Login Information. LegalSifter will notify Customer without undue delay after confirming a security incident that compromises Customer Data or the integrity of the models or systems used to provide the Service, including any incident involving data poisoning, model extraction, or adversarial manipulation, and will provide the information reasonably available to it regarding the incident and any remediation undertaken.

1. General. In this Section, “Licensed Materials” means the Service, the Add-In, the Standard Playbooks, the Formatting, and the Third-Party Components. Customer shall not, and shall not permit any third party to, directly or indirectly: (a) use the Licensed Materials beyond the scope of the rights granted in the Agreement, or in violation of any law, regulation, or rule; (b) except as expressly permitted below, give any other person, including any subcontractor, independent contractor, affiliate, or service provider, access to or use of the Licensed Materials; (c) copy, in whole or in part, or modify, translate, adapt, or otherwise create derivative works or improvements of, the Licensed Materials, whether or not patentable; (d) combine or incorporate the Licensed Materials with any other program, except that the Add-In may be used as intended with the third-party software with which it operates; (e) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Licensed Materials, or attempt to extract, replicate, or reverse engineer any AI model, model weights, prompt, or training data used in the Service; (f) submit any input intended to poison, manipulate, or otherwise interfere with the integrity of any AI model, including adversarial or prompt-injection inputs; (g) remove, delete, alter, or obscure any trademark or any copyright, patent, or other intellectual property or proprietary rights notice provided on or with the Licensed Materials, including any copy; (h) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Licensed Materials, or any of their features, functionality, or components, to any third party for any reason, including through any virtualization, time-sharing, service bureau, software-as-a-service, cloud, or other technology or service, except that a law firm, consulting firm, or similar professional services provider using the ReviewPro Consumption tier may use the Licensed Materials as a tool in providing services to its own clients, including building and customizing Playbooks for use in client matters, provided that it does not give those clients direct access to the Licensed Materials unless they are also licensed users under Customer’s subscription; (i) use the Licensed Materials for competitive analysis or to develop a competing product or service; (j) use any Output to train, retrain, or improve any artificial intelligence (including generative artificial intelligence) or machine learning technology; (k) use the Service or any Output as the sole or primary basis for any consequential decision concerning an individual, including any decision relating to employment, credit, housing, insurance, education, healthcare, or access to essential services, or in any manner that unlawfully discriminates; (l) use the Service to generate content that is unlawful, harassing, defamatory, or infringing; or (m) submit Personal Information that includes protected health information as defined under the Health Insurance Portability and Accountability Act (“PHI”) unless the parties have executed a Business Associate Addendum and Customer limits its use to the features LegalSifter then designates as eligible to process PHI.
2. Compliance with AI Laws. Customer is solely responsible for determining whether its use of the Service and of any Output complies with laws applicable to artificial intelligence, automated decision-making, and profiling, and for making any disclosure, notice, impact assessment, or bias audit those laws require of Customer. LegalSifter does not act as Customer’s compliance advisor and, except as expressly agreed in an Order Form, provides no bias audit, impact assessment, model documentation, or regulatory attestation. LegalSifter may update its acceptable use requirements from time to time to reflect changes in applicable law.
3. For Per-Seat Subscriptions.

1. Restrictions. Customer shall not: (a) use the Service or any Reviewed Document to operate a service bureau, provide managed review, or deliver commercial services, advice, or deliverables to any third party (including affiliates) as part of any fee-bearing or value-transfer engagement; (b) incorporate outputs into a product or platform offered to third parties; or (c) grant any client or third party access to the Service. This Section overrides any general professional-services carve-out for the Per-Seat plan only; firms or service providers must use the ReviewPro Consumption tier under an Order Form that expressly permits client services.
2. Fair Use Policy for Per-Seat Subscriptions. Per-Seat subscriptions include unlimited Contract Reviews for human-scale, interactive use through the Add-In and user interface by Customer’s own Users. A User license is personal to the named individual: it may not be shared or used concurrently by more than one individual, and Customer may reassign it on role change or termination only if (i) the prior User’s access is fully de-provisioned and (ii) reassignment occurs no more than once per calendar month per seat, unless LegalSifter approves otherwise in writing. The Per-Seat model is strictly for Customer’s internal use and may not be used to provide contract-review services to, or to perform Contract Reviews for or on behalf of, Customer’s end customers or any other third party; a Customer wishing to provide contract-review services to its own clients must use the ReviewPro Consumption tier under an Order Form that expressly permits client services. The following are also prohibited under any Per-Seat subscription: (a) machine-to-machine, scripted, or automated batch submission of documents, including through robotic process automation tools, bulk uploaders, or any API; (b) queuing or pipelining documents for continuous unattended processing; (c) circumventing seat limits, including by rotating individuals through a single User license; or (d) materially degrading Service performance for other users. If LegalSifter reasonably determines that Customer’s use is inconsistent with this Fair Use Policy, LegalSifter may rate-limit submissions, require Customer to purchase additional seats or convert to a Consumption plan, charge reasonable overage fees, or, in the case of material breach, suspend the affected User(s) or terminate for cause.

1. PERSONAL INFORMATION AND DATA PROTECTION

1. Personal Information. Customer acknowledges that certain functionality of the Service may involve the processing of Personal Information. Customer is solely responsible for ensuring it has a lawful basis for processing any Personal Information submitted to the Service, and for complying with the restriction in Section 4.2 on submitting Personal Information that includes PHI. “Personal Information” means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, to an identified or identifiable individual or household (such as phone numbers, account numbers, email addresses and the like).
2. Data Protection (Applicable Only to Customers in EU/EEA, UK, and Switzerland).

1. Roles. Customer is the Controller of any Personal Information in its documents; LegalSifter acts as Customer’s Processor. For data LegalSifter collects for its own purposes (e.g., billing, website or account admin), we act as an independent Controller.
2. Privacy. LegalSifter’s processing follows its Privacy Statement (https://www.legalsifter.com/privacy) and commits to compliance with the principles set out in the GDPR’s Article 28.
3. International transfers. When Personal Information moves to the United States, LegalSifter relies on the EU–U.S. Data Privacy Framework and its UK Extension, as well as the Swiss-U.S. Privacy Framework. If Customer opts out of that, or it becomes unavailable, the EU Standard Contractual Clauses (Module 2 or 3 as applicable) apply automatically, provided that in relation to any Swiss Customers, references to “EU”, “Member State law” and “supervisory authority” are read as “Switzerland”, “Swiss law” and “the FDPIC” respectively.
4. Processing (SCC’s Annex I). Storage, hosting, parsing, automated analysis or redlining, workflow processing, support, and security monitoring.
5. Security (SCC’s Annex II). We encrypt data in transit and at rest, and maintain the other measures maintained in our Privacy Statement. (See also https://www.legalsifter.com/cloud-security)
6. Sub-processors (SCC’s Annex III). LegalSifter’s current sub-processors and regions are listed at https://www.legalsifter.com/subprocessors. We will give at least 30 days’ notice before adding a new sub-processor where practicable. You may object on reasonable data-protection grounds.

1. CONFIDENTIALITY. “Confidential Information” means any financial, technical, or business information a party (the “Disclosing Party”) provides to the other (the “Receiving Party”) that is designated as confidential or should reasonably be understood to be confidential in the circumstances. Additionally, the Service, Standard Playbook, and Formatting are all considered LegalSifter’s Confidential Information and Customer Documentation is considered Customer’s Confidential Information. The parties intend that disclosure of any Confidential Information will not constitute a waiver of any attorney-client privilege, work product doctrine, and/or any other applicable privilege. The Receiving Party will use the Confidential Information only to perform its obligations under the Agreement (including, in the case of LegalSifter, to provide the Service) and shall not disclose it to third parties without Disclosing Party’s written consent, except to subcontractors or processors that require the information to deliver the Service and are bound by confidentiality obligations. If compelled to disclose Confidential Information, the Receiving Party will: (a) give the Disclosing Party prompt written notice of such disclosure (unless prohibited); (b) seek confidential treatment or a protective order; and (c) allow the Disclosing Party to participate in the proceeding. Confidential Information does not include any information that: (i) is or becomes public without the Receiving Party’s breach of any obligation owed to the Disclosing Party; (ii) the Receiving Party develops without reference to the Disclosing Party’s Confidential Information; or (iii) the Receiving Party rightfully obtains from a third party without breach of any duty.

1. INTELLECTUAL PROPERTY RIGHTS.

1. Add-In. To use the Service, Customer is required to download and install an add-in to Customer’s applicable third party vendor (“Add-In”). This Add-In is essential for Customer to use the Service. LegalSifter is not liable for any issues arising from the failure to download or install the Add-In correctly. LegalSifter is not responsible for any incompatibility issues with third-party software or updates that may affect the functionality of the Add-In. Subject to and conditioned upon Customer’s payment of the Fees and compliance with the Agreement, LegalSifter hereby grants Customer a non-exclusive, non-sublicensable, non-transferable, license during the Term to download, install, and use the Add-In in accordance with the Agreement and solely in connection with Customer’s use of the Service.
2. LegalSifter Property. Customer does not acquire, and LegalSifter does not transfer or convey to Customer, any ownership interest or other rights in the Service, Add-In, Standard Playbook, Formatting, or any other intellectual property or Confidential Information of LegalSifter, including to the extent used or embedded within any Custom Playbook (collectively, “LegalSifter Property”), under the Agreement, except as expressly stated herein, and then only pursuant to and subject to the terms of the Agreement. LegalSifter reserves and shall retain its entire right, title, and interest in and to the LegalSifter Property, including all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world (collectively, “Intellectual Property Rights”) arising out of or relating to the LegalSifter Property.
3. Customer Data and Feedback. Customer retains all rights, title and interest (including any and all Intellectual Property Rights) that Customer may have in and to the data, content, or other documentation that Customer submits to or processes through the Service (“Customer Data”). Customer hereby grants to LegalSifter a non-exclusive, worldwide, royalty-free license to use, copy, store, and transmit, the Customer Data (a) to provide the Service and related services to Customer; (b) for any lawful purpose; and (c) provided such Customer Data is anonymized, to improve and optimize the Service and other services and products of LegalSifter, for research and development purposes (including further development and optimization of LegalSifter’s technology), for marketing and promotional activities, in connection with LegalSifter’s commercialization efforts, and for compiling or preparing reports, research or analyses. For clarity, the license in sub-section (c) does not permit Customer Data to be used to train the AI Third-Party Components, consistent with Section 3; anonymized data may be used by LegalSifter to train, fine-tune, and improve its own models and the Service, and all models, model improvements, and derived insights so developed (excluding Customer Data itself) are and remain LegalSifter Property. The license granted pursuant to sub-section (a) above shall be limited to the duration of the Term and the licenses granted pursuant to sub-sections (b) and (c) shall be perpetual. Any feedback, comments, or suggestions (collectively, “Feedback”) Customer provides to LegalSifter may be used by LegalSifter for any purpose. Customer hereby grants LegalSifter an irrevocable, non-exclusive, perpetual, royalty-free license to use such Feedback for any lawful purpose, including to commercially exploit such Feedback or to further develop the Feedback into a component of the Service or a separate product. Customer understands and agrees that LegalSifter is not required to credit or compensate Customer for LegalSifter’s use of the Feedback.
4. Outputs. Customer owns, or as between the parties is granted all right, title, and interest LegalSifter may have in, each Reviewed Document and other result delivered to Customer through the Service (each, an “Output”). “Output” does not include any intermediate or system-generated artifact created while producing a Reviewed Document, including structured or machine-readable representations of a document, extracted or annotated data, classifier or confidence scores, embeddings, prompts, logs, and telemetry, all of which are LegalSifter Property. Any LegalSifter Property, Playbook, or Formatting embedded, referenced, or reflected in an Output is excluded from the grant above, remains owned by LegalSifter, and is licensed to Customer solely as set out in this Section 7. Customer acknowledges that Outputs generated without sufficient human authorship may not be eligible for copyright or other intellectual property protection, that the allocation in this Section operates only as between the parties and does not create rights enforceable against any third party, and that LegalSifter makes no representation or warranty that any Output is protectable, original, or unique. The Service may generate the same or similar Outputs for other customers, and nothing in the Agreement restricts LegalSifter from doing so. Nothing in the Agreement transfers to Customer any right, title, or interest in the AI models, algorithms, or training methodologies used to provide the Service, or in any improvement to the foregoing.
5. LegalSifter Licenses. Subject to and conditioned upon Customer’s payment of the Fees (as defined below) and compliance with the Agreement, LegalSifter hereby grants Customer a non-exclusive, non-sublicensable, non-transferable license during the Term to: (a) use the Formatting leveraged or embedded within each Custom Playbook, and (b) access and use the Standard Playbooks in connection with its use of the Service, or in connection with its use of a Custom Playbook. Similarly, Customer hereby grants to LegalSifter, a non-exclusive, non-sublicensable, non-transferable license during the Term to use the Customer Documentation provided or made available by Customer in connection with or otherwise as necessary for LegalSifter to assist in the creation of the Custom Playbooks and/or to provide the Service based on Custom Playbooks.

1. DISCLAIMER OF WARRANTIES.

1. THE SERVICE, THE PLAYBOOKS, ALL OTHER SERVICES (INCLUDING ANY CUSTOMIZATION SERVICES), AND ALL MATERIALS PROVIDED BY LEGALSIFTER UNDER THE AGREEMENT (COLLECTIVELY, THE “LEGALSIFTER DELIVERABLES”) ARE PROVIDED “AS IS,” WITH ALL FAULTS AND DEFECTS, AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LEGALSIFTER, ON ITS OWN BEHALF AND ON BEHALF OF ITS LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE LEGALSIFTER DELIVERABLES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.
2. CUSTOMER ACKNOWLEDGES THAT, IN ENTERING INTO THE AGREEMENT, IT DOES NOT RELY ON ANY UNDERTAKING, PROMISE, ASSURANCE, STATEMENT, REPRESENTATION, WARRANTY, OR UNDERSTANDING OF ANY PERSON RELATING TO ITS SUBJECT MATTER, OTHER THAN AS EXPRESSLY SET OUT IN THE AGREEMENT.
3. THE SERVICE IS INTENDED SOLELY FOR INFORMATIONAL AND ORGANIZATIONAL PURPOSES. LEGALSIFTER IS NOT A LAW FIRM, AND THE SERVICE DOES NOT PROVIDE LEGAL ADVICE OR OPINIONS. THE OUTPUT GENERATED BY THE SERVICE SHOULD NOT BE CONSTRUED AS LEGAL ADVICE AND IS NOT A SUBSTITUTE FOR PROFESSIONAL LEGAL COUNSEL. CUSTOMER IS STRONGLY ENCOURAGED TO HAVE A QUALIFIED ATTORNEY REVIEW ALL OUTPUT GENERATED BY THE SERVICE TO ENSURE THAT CUSTOMER’S LEGAL RIGHTS AND OBLIGATIONS ARE FULLY UNDERSTOOD AND PROTECTED. LEGALSIFTER EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY ACTION OR OMISSION BASED ON THE USE OF THE SERVICE.

1. INDEMNIFICATION.

1. By Customer. To the fullest extent permitted by applicable law, Customer will (1) defend LegalSifter and its past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “LegalSifter Parties”), from and against all actual or alleged claims, proceedings, hearings, actions, damages, awards, judgments, losses, and liabilities of any kind (“Claims”) caused by, arising out of, or related to (a) Customer’s use of the Service; (b) any allegation that the Customer Data infringes, misappropriates, or otherwise violates any third party’s intellectual property or other proprietary rights; (c) Customer’s Personal Information; (d) Customer’s violation of applicable law; or (e) Customer’s gross negligence, willful misconduct, or fraud; and (2) indemnify LegalSifter from any final award of damages or settlement amount arising in connection with any such Claim. Customer will promptly notify LegalSifter of any Claim and cooperate fully with the LegalSifter Parties in resolving such claims.

1. By LegalSifter. To the fullest extent permitted by applicable law, LegalSifter will (1) defend Customer against any third-party Claim alleging that the Service, when used as authorized in the Agreement, unmodified by Customer, and used in accordance with LegalSifter’s requirements and directions, infringes upon, misappropriates, or otherwise violates the intellectual property or other proprietary rights of any third party (an “IP Claim”); and (2) indemnify Customer from any final award of damages or settlement amount arising in connection with any such Claim. If use of the Service by Customer has become, or, in LegalSifter’s opinion, is likely to become, the subject of any such IP Claim, LegalSifter may, at its option and expense, (i) procure for Customer the right to continue using the Service; (ii) replace or modify the Service to make it non-infringing; or (iii) if LegalSifter determines that neither is reasonable or practicable, terminate Customer’s access to the Service and refund, pro rata, any Fees prepaid for the unused portion of the Term. LegalSifter will have no liability or obligation under this Section with respect to any IP Claim if the claim is caused in whole or in part by (a) Customer Data; (b) a Custom Playbook (other than the Formatting); (c) LegalSifter’s compliance with designs, data, instructions, or specifications provided by Customer; (d) modification of the Service by anyone other than LegalSifter, or use of the Service in violation of (x) the Agreement, (y) LegalSifter’s written instructions, or (z) the product features of the Service; (e) the combination, operation, or use of the Service with other hardware or software where the Service would not by itself be infringing; or (f) any Output, Reviewed Document, or other AI-generated content, or Customer’s use of, reliance on, modification, publication, or distribution of the same. This Section states LegalSifter’s sole and entire liability to Customer, and Customer’s sole remedy, for any IP Claim arising from Customer’s access to or use of the Service.
2. Indemnification Procedure. The foregoing indemnity obligations are conditioned on (i) the indemnified party notifying the indemnifying party promptly in writing of any actual or threatened claim; provided, however, the indemnifying party shall be excused from such obligations only to the extent its rights are prejudiced by any delay in providing, or failure to provide, such notice; (ii) any settlement that does not release all covered claims against the indemnified party or requires the indemnified party to take any action except to stop using any allegedly infringing items shall require the indemnified party’s written consent to such settlement; and (iii) the indemnified party reasonably cooperating and assisting in such defense at the indemnifying party’s request.

1. LIMITATION OF LIABILITY.

1. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY OR ANY OF ITS LICENSORS OR SERVICE PROVIDERS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SERVICE; LOST REVENUES OR PROFITS; LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR INCORRECT COMPATIBILITY INFORMATION; BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. OTHER THAN IN RESPECT OF NON-PAYMENT OF LEGALSIFTER’S FEES AS SET OUT IN SECTION 11 BELOW, IN NO EVENT WILL EITHER PARTY’S COLLECTIVE AGGREGATE LIABILITY (INCLUDING THAT OF ITS LICENSORS AND SERVICE PROVIDERS) UNDER OR IN CONNECTION WITH THE AGREEMENT OR ITS SUBJECT MATTER, INCLUDING THE SERVICE, ON ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT ACTUALLY PAID TO LEGALSIFTER UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FACTS GIVING RISE TO THE CLAIM.
3. THE LIMITATIONS IN THIS SECTION APPLY EVEN IF CUSTOMER’S REMEDIES UNDER THE AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
4. NEITHER THIS SECTION NOR ANY OTHER LIMITATION OR EXCLUSION OF LIABILITY APPLIES TO ANY CLAIM BASED ON OR RELATING TO EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; EITHER PARTY’S FAILURE TO COMPLY WITH APPLICABLE LAW; OR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER.
5. NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THE AGREEMENT AND/OR THE SERVICE MAY BE BROUGHT BY CUSTOMER MORE THAN ONE (1) YEAR AFTER SUCH ACTION HAS ACCRUED.

1. FEES AND PAYMENT

1. Contract Reviews. The number of Contract Reviews purchased per year and the price per Contract Review are set out on the Order Form. Unused Contract Reviews roll over to the next Renewal Term provided the Agreement remains active. On non-renewal or termination by Customer, unused Contract Reviews are forfeited. LegalSifter reserves the right to adjust the Contract Reviews Subscription fees on an annual basis.
2. Additional Purchases. If at any time during Customer’s subscription Customer wishes to purchase additional Contract Reviews, Customer may do so by purchasing them via credit card or any other approved payment method. Such Contract Reviews will be issued to Customer’s account once payment is received and cleared. All additional purchases of Contract Reviews are governed by these Service Terms. Customers purchasing additional Contract Reviews online may have two (2) options:

1. Subscription update. Customer may update their existing subscription by purchasing a new subscription package. This will: establish a new subscription term with a renewal date equal to the purchase date of the subscription update, with the new End Date being 12 months from the new Effective Date; set a new annual renewal amount equal to the amount of the updated subscription purchase; and reset Customer’s price per Contract Review if moving to another pricing tier.
2. Add-on Contract Review Purchase. Customer may purchase add-on Contract Reviews to supplement their existing subscription without modifying the subscription term. An add-on Contract Review purchase will: not change or renew the existing Effective Date or End Date; not change the subscription’s annual renewal amount; make such Contract Reviews available during the Term.

1. Per-Seat Subscription fees. Per-Seat Subscription fees are charged per named User as stated in the Order Form and do not include any Contract Review allocation. Unlimited Contract Reviews under a Per-Seat Subscription are subject to the Fair Use Policy. Where LegalSifter determines that Customer’s usage is inconsistent with the Fair Use Policy, LegalSifter may require plan conversion or charge the additional fees described in the Fair Use Policy section. To purchase Custom Playbook Architecture, Custom Playbook Maintenance, or other services, Customer must request an Order Form from LegalSifter, and LegalSifter will invoice the amount set out in it once the Order Form is executed by Customer or authorized by the ReviewPro Administrator. LegalSifter reserves the right to adjust the Per-Seat Subscription fees on an annual basis.
2. Playbook Services Pricing. Custom Playbook Architecture and Custom Playbook Maintenance are priced in U.S. dollars on a per-engagement basis at the rates set out on the Order Form.
3. Re-Allocation Flexibility. During the Term, Customer may re-allocate dollar amounts among Contract Reviews, Custom Playbook Architecture, and Custom Playbook Maintenance by written notice to LegalSifter at [email protected]. Re-allocation does not change the total Fees payable under the Order Form, extend the Term, or alter the conversion rates then in effect.
4. Payment Terms. Customer shall pay LegalSifter all Fees set out in the Order Form (“Fees”) and shall reimburse LegalSifter for all expenses it incurs as a direct result of performing its obligations for Customer. Unless the Order Form provides otherwise, Fees are due immediately upon purchase. Customer authorizes LegalSifter to charge Customer’s designated payment method, including credit card or other electronic payment method, for all Fees, overage charges, and applicable Taxes as they fall due and, for subscription Services, to do so automatically on a recurring basis at the billing frequency specified in the Order Form or annually where Customer signed up online. Payments by credit card may be subject to an additional 3.5% fee.
5. Non-Payment Remedies. If Customer fails to pay the Fees or other expenses when due, then in addition to all other remedies available to LegalSifter: (a) LegalSifter may charge interest on the past due amount at 1.5% per month, compounded monthly, or the highest rate permitted by applicable law if lower; (b) Customer shall reimburse LegalSifter for all costs of collecting the late payment or related interest, including attorneys’ fees, court costs, and collection agency fees; and (c) LegalSifter may suspend Customer’s account and access to the Service.
6. Taxes. Customer is responsible for all sales, use, excise, value-added, and similar taxes arising from the Agreement, payment of the Fees, or use of the Service, excluding taxes on LegalSifter’s income (“Taxes”). Where required by law, LegalSifter will include Taxes on Customer’s invoice, and Customer shall pay them in addition to the Fees on the same payment terms. Otherwise, Customer’s responsibility for ensuring all Taxes are timely paid is unaffected, and Customer shall indemnify LegalSifter against any action, damage, or expense arising from Customer’s failure to pay them when due. Taxes are subject to change with applicable law.

1. TERM AND TERMINATION.

1. Term.

1. Trial Period. Where Customer elects a trial, the Agreement commences on the Effective Date specified in the applicable Order Form for that trial (a “Trial Period Order Form”). The period from the Effective Date to the End Date specified in that Order Form is the “Trial Period.” During the Trial Period, Customer may use its Contract Review allocation to produce Reviewed Documents, but Sections 1.5.1 and 9.2 shall not apply. Customer’s use during the Trial Period is limited to the number of Contract Reviews specified in that Order Form. At the end of the Trial Period, the Agreement and Customer’s right to use the Service terminate automatically and any remaining Contract Reviews are forfeited, unless Customer executes a new Order Form as set out below.

1. Post-Trial Period, Ongoing Purchases and Term where no Trial Period applies. To continue using the Service after the Trial Period, or to forego the Trial Period, Customer shall execute a new Order Form, effective from the Effective Date stated in it and continuing until the End Date stated therein (the “Initial Term”). Where Customer completes an Order Form during or after the Trial Period, unless the Order Form states otherwise, the Effective Date is the date of purchase and the End Date is one (1) year later. FOLLOWING EXPIRATION OF THE INITIAL TERM AND EACH RENEWAL TERM (AS DEFINED BELOW), AND UNLESS OTHERWISE SET FORTH IN THE ORDER FORM, THE AGREEMENT WILL AUTOMATICALLY RENEW FOR SUCCESSIVE ONE (1) YEAR PERIODS, UNLESS EITHER PARTY CANCELS SUCH RENEWAL BY NOTIFYING THE OTHER THEREOF AT LEAST THIRTY (30) DAYS PRIOR TO THE END OF THE THEN-CURRENT TERM (EACH, A “RENEWAL TERM” AND, TOGETHER WITH THE INITIAL TERM, THE “TERM”). On each anniversary of the Effective Date for the Order Form, Customer will be automatically charged an amount equal to the annual purchase commitment reflected in the Order Form for the Initial Term (as may be adjusted in accordance with Section 11), and the corresponding number of Contract Reviews (for consumption-based subscriptions) will be credited to its account. If Customer executed a Trial Period Order Form and then executes a new Order Form prior to the end of the Trial Period, then any unused Contract Reviews from the Trial Period will roll over to the Initial Term. At the end of the then-current Term, any unused Contract Reviews will roll over to the next Term, so long as the Agreement remains active. However, if Customer cancels the renewal, all remaining Contract Reviews are forfeited.

1. Termination. Each party may terminate the Agreement for cause: (a) on thirty (30) days’ written notice of a curable material breach that remains uncured at the end of that period; (b) immediately on written notice of a non-curable material breach; or (c) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
2. Survival. All provisions of the Agreement that are by their nature intended to survive the termination or expiration of the Agreement shall survive such termination or expiration, including, without limitation, all provisions relating to payment obligations, limitations of liability, and confidentiality obligations (including maintaining the confidentiality of all trade secrets (as defined under applicable law) indefinitely) and any provision reasonably required for interpretation of the Agreement.

1. EQUITABLE RELIEF. In addition to all other remedies at law or under the Agreement, either party may enforce its rights in its Confidential Information and its Intellectual Property Rights by seeking to obtain equitable relief in any jurisdiction deemed appropriate, without the need to post bond or other security or to prove the inadequacy of monetary damages.
2. EXPORT REGULATION. The Service may be subject to U.S. export control and sanctions laws, including the Export Control Reform Act and the Export Administration Regulations of the U.S. Department of Commerce (the “EAR”). Customer shall not, directly or indirectly, export, re-export, or release the Service to, or make it accessible from, (i) any jurisdiction to which export, re-export, or release is prohibited by law, rule, or regulation, including any country or region subject to a comprehensive U.S. embargo or sanctions from time to time; or (ii) any person listed on any U.S. Government list of prohibited or restricted parties, including specially designated nationals. Customer represents and warrants that it is not listed on any such list. Customer shall comply with all applicable laws, regulations, and rules and complete all required undertakings, including obtaining any necessary export license or other governmental approval, before exporting, re-exporting, releasing, or otherwise making the Service available outside the U.S.
3. GOVERNMENT USERS. This Section applies only to Customers that are U.S. Government end users. The Service was developed entirely at private expense and is “commercial computer software” within the meaning of FAR 2.101, DFARS 252.227-7014(a)(1), and DFARS 252.227-7015 (or any equivalent or successor regulation), and is provided as a “commercial product,” “commercial computer software,” and “commercial computer software documentation.” Consistent with DFARS 227.7202 and FAR 12.212, and subject only to the minimum restricted rights in FAR 52.227-19 (or any equivalent or successor regulation) to the extent required by U.S. federal law, any use, modification, reproduction, release, performance, display, disclosure, or distribution by or for the U.S. Government is governed solely by the Agreement and is prohibited except to the extent expressly permitted by the Agreement. Customer represents and warrants that it is not located in a country subject to a U.S. embargo or designated by the U.S. Government as a “terrorist supporting” country, and that it is not listed on any U.S. Government list of prohibited or restricted parties.
4. AUDIT. During the Term, LegalSifter may, upon reasonable notice and during normal business hours, audit Customer’s use of the Service to confirm Customer’s use of the Service is in compliance with the Agreement.
5. GOVERNING LAW. The Agreement shall be construed and interpreted in accordance with and shall be governed by the internal laws of the State of Delaware, excluding its conflict of law principles.
6. MISCELLANEOUS.

1. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid; or (iv) if sent by email, on that day when the intended recipient acknowledges receipt through any non-automated means. Such communications must be sent to Customer at the physical address or email address listed in the Order Form or to LegalSifter at the following physical address or email address:

1. Relationship of Parties. The parties intend that they are independent contractors. Nothing in the Agreement or in the parties’ relationship constitutes a partnership, joint venture, agency, employment, or other relationship, except as the Agreement expressly provides. Nothing in the Agreement authorizes Customer to assume, create, or bind LegalSifter to any obligation or responsibility, express or implied, on behalf of or in the name of LegalSifter, or to make any representation, warranty, covenant, agreement, or commitment on LegalSifter’s behalf. NEITHER USE OF THE SERVICE NOR ENTERING INTO THE AGREEMENT CREATES ANY ATTORNEY-CLIENT RELATIONSHIP BETWEEN CUSTOMER AND LEGALSIFTER.
2. Force Majeure. In no event shall either party be liable to the other party, or be deemed to have breached the Agreement, for any failure or delay in performing its obligations under the Agreement (except for any obligations of Customer to make payments to LegalSifter hereunder), if and to the extent such failure or delay is caused by any circumstances beyond its reasonable control, including, but not limited to: (i) acts of God; (ii) flood, fire, earthquake, explosion, or other potential disasters or catastrophes, such as epidemics; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of the Agreement; (vi) national or regional emergency; (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances; (viii) shortage of adequate power or transportation facilities; (ix) a cyberattack or virus; and (x) due to Third-Party Components or other actions of third parties.
3. Publicity Rights. LegalSifter may use Customer’s name, logo, and trademarks to refer to Customer as a customer of LegalSifter in advertising, publicity, marketing, and other promotional materials and activities.
4. Assignment. The Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by Customer without LegalSifter’s prior, written consent, but LegalSifter may assign them without restriction. Any attempted transfer or assignment in violation hereof will be null and void. The Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
5. Amendment. LegalSifter may amend the Service Terms from time to time by posting the amended Service Terms on its website; provided, however, such amended Service Terms only becomes effective upon renewal of the Agreement. If Customer does not agree to the terms of such amended Service Terms, Customer should elect to cancel the renewal of the Agreement pursuant to Section 12.1.2. To be effective, any Order Form or amendment to an Order Form must be in writing and signed by both parties, save that Orders placed through online checkout or in-app purchase flows are accepted electronically as described above and do not require wet-ink signatures.
6. Waivers. No waiver of any breach of the Agreement or other failure to perform in relation hereto will be effective unless it is in writing and signed by the party giving the waiver. No failure or delay in exercising any discretion or remedy under the 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.
7. Severability. The parties agree that if a dispute arises out of or related to the Agreement, the applicable court should interpret the Agreement as follows: (a) 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; (b) if an unenforceable provision is modified or disregarded, by holding that the rest of the Agreement will remain in effect as written; and (c) if modifying or disregarding the unenforceable provision would fail an essential purpose of the Agreement, by making the entire Agreement unenforceable.
8. Entire Agreement. The Agreement, together with all documents that are incorporated by reference herein, constitutes the sole and entire agreement between Customer and LegalSifter with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter, including any standalone purchasing terms of Customer.
9. Precedence. For Per-Seat Subscriptions, if there is any conflict between the general Use Restrictions or Service scope, the Per-Seat terms will control, unless specifically notified otherwise in writing by LegalSifter.