Master Services Agreement
Terms and Conditions
Customer may either be a law firm ("Firm Customer"), an individual attorney operating independently ("Individual Customer"), or a law firm or individual attorney operating independently purchasing access to the Services through an authorized third-party reseller ("Reseller Customer"). These Terms apply equally to all Customers, subject to the conditions set forth in Section 2 (Account Types). Any individual purchasing the Services on behalf of a Firm Customer represents and warrants it has the authority to bind the Firm Customer to this Agreement.
1. SERVICES AND SUPPORT
1.1 Right to Access. During the term specified in each applicable Order Form, and subject to Customer's compliance with this Agreement, Deposely grants Customer a limited, nonexclusive, nontransferable, and non-sublicensable right to access and use the Services for their intended purpose set forth in the Order Form. Customer may access and use the Services solely for Customer's internal business purposes and in compliance with all usage limits and restrictions set forth in the applicable Order Form, as well as Deposely's official user guides, manuals, instructions, and other technical materials describing the functionality and limitations of the Services ("Documentation").
1.2 Support. Deposely will provide reasonable support in accordance with its standard practices, or, if applicable, any support terms specified in the applicable Order Form. Deposely may suspend Customer's access to the Services: (a) for scheduled or emergency maintenance; or (b) in the event Customer is in breach of this Agreement, including failure to pay Customer's fees.
1.3 Third-Party Services. Customer acknowledges and agrees that the Services may operate on, integrate with or using application programming interfaces (APIs) and/or other services provided by third parties ("Third-Party Services"). Customer agrees that Deposely is not responsible for the operation of any Third-Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services. Deposely does not make any representations or warranties with respect to Third Party Services or any third-party providers.
2. ACCOUNT TYPES
2.1 Firm Customer. Firm Customers may grant access to the Services only to authorized attorneys and staff (including paralegals), subject to any restrictions outlined in the applicable Order Form. Firm Customers remain fully responsible for all such use of the Services.
2.2 Individual Customer. Individual Customers may not share their accounts with third parties, except Customer may authorize support staff to access the Services solely for assisting with non-legal administrative tasks on Customer's behalf. Customer remains fully responsible for any such use.
2.3 Reseller Customers. Reseller Customers may access the Services, in accordance with the special terms and for the period, set forth in the agreement with their reseller ("Reseller Agreement"). Reseller Customer shall be bound by these Terms except that Sections 1.2 (Support), 4 (Fees and Payment), and 7 (Term and Termination) shall not apply and instead be governed by the corresponding terms in the Reseller Agreement. Notwithstanding the foregoing, Deposely reserves the right to suspend or terminate Reseller Customer's access to the Services upon: (a) expiration or termination of Deposely's agreement with the applicable reseller; (b) Reseller Customer's breach of this Agreement; (c) identification or remediation of potential security vulnerabilities; or (d) as otherwise required under Deposely's agreement with the applicable reseller. No reseller shall have authority to modify these terms or make commitments on behalf of Deposely and Deposely disclaims responsibility for any additional terms, guarantees, or promises made by resellers. Deposely may share Usage Data (as defined below) with the applicable reseller to facilitate support and account management. Unless otherwise agreed to between Deposely and the applicable reseller, Deposely may (but is not obligated) to offer direct support to Reseller Customers.
3. CUSTOMER RESPONSIBILITIES
3.1 Cooperation. Customer agrees to reasonably cooperate with Deposely by providing timely access to necessary resources, information, and personnel required for the successful implementation, integration, and ongoing use of the Services. Deposely shall not be responsible for any delay caused by Customer's failure to perform the foregoing.
3.2 Data Accuracy. Customer and its authorized users may input information or upload documents when using the Services ("Customer Materials"). Customer retains all ownership of Customer Materials, as further described in Section 5 (Intellectual Property). Customer Materials includes, without limitation, deposition dates, case information, case materials, and other documents uploaded or submitted by Customer through the Services. Customer is solely responsible for confirming the accuracy, completeness, and legality of all Customer Materials and its underlying data.
3.3 Attorney Eligibility and Compliance. All attorneys that access the Services must be licensed in the United States and in good standing with the relevant bar associations and licensing authorities ("Licensed Attorneys"). Paralegals and assistants of Licensed Attorneys may use the Services provided that they are authorized by the Licensed Attorney to do so and that such use does not constitute the practice of law. Deposely reserves the right, but has no obligation, to verify the licensure status of any user. The Services may only be used for cases only involving U.S. parties. Customer is solely responsible for, and shall comply with, all applicable laws, regulations and professional ethical standards relating to use of the Services and the practice of law, including, without limitation, obligations regarding privacy, electronic communications, confidentiality, and attorney-client privilege.
3.4 Materials Sharing. The Services may enable Customers to share Customer Materials and derivatives thereof between Customer accounts. Customer acknowledges that it is solely responsible for ensuring any sharing of such materials with third-party individuals or entities complies with applicable professional and ethical standards.
3.5 Account Security. Customer shall maintain the security and confidentiality of Customer's account credentials and will not share such credentials with any unauthorized third-party. Customer shall immediately notify Deposely of any unauthorized access to the Services.
4. FEES AND PAYMENT
4.1 Fees and Payment. Customer shall pay Deposely the applicable fees as set forth in each Order Form (the "Fees"). Unless otherwise specified in an applicable Order Form, payments will be due within thirty (30) days of invoice. Except as otherwise provided in this Agreement, all Fees paid are non-refundable and are not subject to set-off.
4.2 Past Due Invoices. Past due invoices are subject to interest on any outstanding balance of the lesser of 3% per month or the maximum amount permitted by law. Customer shall also reimburse Deposely for all reasonable costs incurred by Deposely in the collection of past due amounts, including attorneys' fees and collection agency fees. Deposely may suspend Customer's access to the Services if any invoice remains unpaid for more than fifteen (15) days after notice.
4.3 Taxes. Customer shall be responsible for all taxes associated with the Services (excluding taxes based on Deposely's net income). Should Deposely pay any such taxes on Customer's behalf, Customer agrees to reimburse Deposely for such payments, unless Customer provides Deposely with a valid tax exemption certificate authorized by the appropriate taxing authority.
4.4 Payment Information. Customer agrees to provide accurate, current, and complete information when providing payment details. Customer authorizes Deposely to charge Customer's credit card or process other forms of payment for all amounts due hereunder. Deposely may store and update Customer's payment information (e.g., credit card number and expiration date) for the purpose of processing renewal payments, outstanding fees, or other charges.
4.5 Deposition Charges. If Deposely incurs any deposition-related fees or charges on behalf of Customer during a billing period, Customer shall promptly reimburse Deposely for the full amount of such fees or charges upon receipt of an invoice detailing these expenses.
5. INTELLECTUAL PROPERTY AND DATA
5.1 Customer Materials. As between the parties, Customer shall retain all right, title and interest in and to the Customer Materials, including all associated intellectual property rights. Customer grants to Deposely a non-exclusive, worldwide, royalty-free right to process the Customer Materials to the extent necessary to provide the Services to Customer, to prevent or address technical problems with the Services, or as may be required by applicable law. Customer shall solely be responsible for the accuracy, quality, integrity, legality, and reliability of all Customer Materials.
5.2 Deposely Intellectual Property. As between the parties, Deposely retains all rights, title, and interest in the Services and the Documentation, including related software, technology, improvements, modifications, and all associated intellectual property rights. Customer may (but is not obligated to) provide feedback regarding the Services, and Deposely may freely use such feedback. This Agreement does not grant Customer any ownership or license rights except as stated herein.
5.3 Restrictions. Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third-party to), directly or indirectly: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying models, structure, ideas, or algorithms of the software underlying the Services (except to the extent applicable laws specifically prohibit such restriction); (b) modify, translate, or create derivative works based on the Services; (c) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (d) use the Services for the benefit of a third-party; (e) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (f) use the Services to build an application or product that is competitive with any Deposely product or service or any third-party large language model provider ("Third-Party LLM"); (g) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (h) bypass any measures Deposely may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Service); or (i) "crawl," "scrape," or "spider" any page, data, or portion of or relating to the Services (or any information, data or content made available through the Services), whether through use of manual or automated means. Customer shall indemnify and hold Deposely harmless from any claims arising from Customer's failure to comply with this Section 5.3.
5.4 Usage Data. Deposely may collect anonymized data related to Customer's use of the Services ("Usage Data") solely to analyze, maintain, and improve the Services. Deposely will disclose Usage Data only in aggregated and anonymized form. Deposely will not train artificial intelligence models using Customer Data as training materials.
6. CONFIDENTIALITY
6.1 Proprietary Information. Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose information relating to the Disclosing Party's technology or business ("Proprietary Information" of the Disclosing Party).
6.2 Obligations. The Receiving Party agrees: (a) not to divulge to any third person any such Proprietary Information; (b) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of this Agreement; and (c) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information.
6.3 Exclusions. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it without restriction prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third-party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order.
6.4 Deletion. Promptly after the expiration or termination of this Agreement, the Receiving Party shall immediately delete all Proprietary Information of the Disclosing Party (including all Customer Materials), subject to all applicable laws, regulations, and governmental or legally mandated record-keeping requirements.
6.5 Information Security. Deposely is responsible for establishing and maintaining a commercially reasonable information security program that is designed to: (a) ensure the security and confidentiality of the Customer Materials; (b) protect against any anticipated threats or hazards to the security or integrity of the Customer Materials; and (c) protect against unauthorized access to, or use of, the Customer Materials.
7. TERM AND TERMINATION
7.1 Term. This Agreement starts on the Effective Date of the first Order Form and continues until the last active Order Term expires or terminates (the "Term"), unless terminated earlier as set forth in this Agreement. Each Order Form has an initial period stated in that form (the "Initial Term") and automatically renews for successive one-year periods ("Renewal Terms," together with the Initial Term, the "Order Term")", unless either party gives notice of non-renewal at least sixty (60) days before the expiration of the then-current Order Term.
7.2 Termination for Breach. Either party may terminate this Agreement for the other party's material breach that remains uncured thirty (30) days after the terminating party provides the breaching party notice of such breach. Without limiting the foregoing, Deposely may suspend Customer's access to the Services if Customer's account is past due.
7.3 Effects of Termination. All provisions of this Agreement that by their nature should survive termination shall survive termination, including without limitation, accrued payment obligations, confidentiality, intellectual property and data provisions, warranty disclaimers, and indemnity and limitations of liability.
8. INDEMNIFICATION
8.1 Indemnity. Each party ("Indemnitor")shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates' employees, contractors, directors, suppliers and representatives (collectively, the "Indemnitee") from all liabilities, claims, and expenses paid or payable to an unaffiliated third-party (including reasonable attorneys' fees) ("Losses"), that arise from or relate to any claim that the underlying software of the Services infringe, violate, or misappropriate any third-party intellectual property or proprietary right.
8.2 Exclusions. The foregoing obligations do not apply with respect to the Services or its underlying software or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (a) not created by Deposely (including Customer Materials); (b) made in whole or in part in accordance to Customer's specifications; (c) modified after delivery by Deposely; (d) combined with other products, processes or materials not provided by Deposely (where the alleged Losses arise from or relate to such combination); (e) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (f) Customer's use of the Services not in accordance with this Agreement.
8.3 Procedures. Each indemnitor's indemnification obligations hereunder shall be conditioned upon the indemnitee providing the indemnitor with: (a) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the indemnitor of its indemnity obligations if the indemnitor is materially prejudiced by such failure); (b) the option to assume sole control over the defense and settlement of any claim (provided that the indemnitee may participate in such defense and settlement at its own expense); and (c) reasonable information and assistance in connection with such defense and settlement (at the indemnitor's expense).
9. WARRANTIES AND DISCLAIMERS
9.1 Deposely Warranties. Deposely represents and warrants: (a) it has the authority to enter into this Agreement; (b) the Services shall be provided in a professional and workmanlike manner by qualified personnel; and (c) it will use industry standard methods to protect against viruses and other instructions, devices or techniques that are designed to harm the operation of the Services.
9.2 Customer Warranties. Customer represents and warrants that: (a) Customer has all necessary rights and consents relating to Customer Materials; and (b) Deposely's use of Customer Materials in connection with the Services will not violate any applicable laws, regulations, third-party rights, or professional ethical standards.
9.3 General. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
9.4 Technology Provider. DEPOSELY IS SOLELY A TECHNOLOGY PROVIDER AND DOES NOT PROVIDE ANY LEGAL SERVICES OR ADVICE. THE DEPOSELY SERVICES ARE DESIGNED TO ASSIST CUSTOMERS WITH THEIR PROFESSIONAL SERVICES BUT ARE NOT A SUBSTITUTE FOR PROFESSIONAL OR LEGAL JUDGMENT OR EXPERTISE.
9.5 Professional Responsibility. CUSTOMER ACKNOWLEDGES AND AGREES THAT IT IS ITS SOLE RESPONSIBILITY TO ENSURE ALL USE OF DEPOSELY COMPLIES WITH ALL APPLICABLE ETHICAL AND PROFESSIONAL RULES AND STANDARDS, CONFIDENTIALITY REQUIREMENTS, AND LAWS AND REGULATIONS (INCLUDING RELATING TO THE PRACTICE OF LAW). CUSTOMER IS SOLELY RESPONSIBLE FOR: (A) VETTING THE SERVICES FOR RELIABILITY APPROPRIATE FOR PRACTICE; (B) REVIEWING ALL OUTPUT GENERATED BY THE SERVICES BEFORE RELYING ON IT; AND (C) ENSURING USE OF THE SERVICES DOES NOT WAIVE ATTORNEY-CLIENT PRIVILEGE UNDER APPLICABLE RULES AND STANDARDS. CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING ALL ITS USERS UNDERSTAND AND COMPLY WITH THESE OBLIGATIONS.
9.6 AI Accuracy. CUSTOMER ACKNOWLEDGES THAT CERTAIN OUTPUT OF THE SERVICES (INCLUDING, FOR EXAMPLE, EXTRACTED FACTS, BRIEFS OR DETAILS) ARE GENERATED USING ARTIFICIAL INTELLIGENCE TECHNOLOGIES. ALTHOUGH DEPOSELY EMPLOYS MEASURES TO IMPROVE ACCURACY OF ALL SUCH OUTPUTS, CUSTOMER ACKNOWLEDGES THAT BY THEIR NATURE, THEY MAY NOT BE ERROR-FREE. DEPOSELY MAKES NO WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY AI-GENERATED CONTENT. CUSTOMER ASSUMES SOLE RESPONSIBILITY FOR ALL DECISIONS MADE OR ACTIONS TAKEN BASED ON ALL SUCH OUTPUTS. CUSTOMER IS SOLELY RESPONSIBLE FOR VERIFYING ALL OUTPUT BEFORE USING IT IN PRACTICE.
10. LIMITATION OF LIABILITY
10.1. EXCEPT FOR THE PARTIES' INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (A) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING); OR (B) FOR ANY LIABILITY IN THE AGGREGATE IN EXCESS OF THE FEES PAID (OR PAYABLE) BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.
11. Notice
11.1. All notices to Deposely under this Agreement will be in writing and sent to Deposely, Inc. at 500 108th Ave NE, Suite 1100, Bellevue, WA 98004. Deposely will send notices for Customer to the address or email address set forth in the applicable Order Form, or as entered into Customer's online account, or in each case, at such other address as may be given in writing by either party to the other in accordance with this Section. Notices will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid.
12. MISCELLANEOUS
12.1 Publicity. Deposely may identify Customer as a Customer and use its name and logo on Deposely's website and promotional materials, subject to Customer's trademark guidelines.
12.2 Governing Law and Arbitration. The Agreement shall be governed by and construed in accordance with the laws of the State of Washington, excluding its conflicts of law rules. Any dispute between the parties related to this Agreement will be resolved by binding arbitration in the English language in Bellevue, Washington under the rules of JAMS; the decision of the arbitrator will be enforceable in any court. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys' fees.
12.3 Entire Agreement. This Agreement (including the Terms and all Order Forms) constitutes the entire agreement between Customer and Deposely regarding its subject matter and supersedes all prior or contemporaneous agreements or communications, whether oral, written, or electronic. In the event of a conflict between this Order Form and the Terms, this Order Form shall govern.
12.4 Amendment and Waiver. Except as otherwise provided herein, no modification or amendment of any provision of this Agreement shall be effective unless agreed by both parties in writing, and no waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
12.5 Force Majeure. Except for payment obligations, neither party shall be liable for any failure to perform its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control, including fire, flood, severe weather, earthquakes, power failures, denial-of-service attacks, acts of God, war, terrorism, riots, civil disturbances, strikes, labor disruptions, pandemics, epidemics, governmental actions, or disruptions of third-party services or infrastructure.
12.6 Assignment. Customer may not assign any of Customer's rights or obligations under this Agreement without Deposely's consent. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns.
12.7 Enforceability. If any provision of this Agreement is held to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full effect and enforceable.