Master Subscription Agreement
Last Updated: March 13, 2025
This Master Subscription Agreement (this “MSA”) governs the access to and use of the LexText AI-powered legal drafting software and related services (the “Services”). This MSA, together with any Order Form(s) (as defined below) that reference this MSA and are signed (manually or electronically) by Customer and LexText Inc., as well as any exhibits, schedules, or addenda attached hereto or thereto, form a binding agreement between LexText Inc. (“Company,” “we,” “us,” or “our”) and the customer identified in an applicable Order Form (“Customer” or “you”).
By signing an Order Form that references this MSA or by using the Services, Customer agrees to be bound by the terms of this MSA. If you do not agree with any of these terms, you may not access or use the Services.
1. Definitions
1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity.
1.2 “Confidential Information” means any nonpublic information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with this MSA that (a) is marked or designated as confidential at the time of disclosure; (b) is identified as confidential in this MSA; or (c) should reasonably be understood by the Receiving Party to be confidential given the nature of the information and the circumstances of disclosure. For clarity, the Services, documentation and related materials, and pricing information are the Confidential Information of Company, and all Customer Data (defined below) is the Confidential Information of Customer.
1.3 “Customer Data” means all data, content, information, text, files, documents, or other materials that Customer or its Authorized Users provide, upload, or input into the Services, including feedback, suggestions, or comments. Customer Data does not include Company Materials (as defined in Section 5.2).
1.4 “Order Form” means any order form, sales order, statement of work, or similar agreement (including an online ordering document executed via DocuSign or other e-signature tool) specifying the Services to be provided hereunder, and which references this MSA. Each Order Form is hereby incorporated by reference.
1.5 “Service Term” means the initial term of the Services as set forth in the Order Form, including any renewal terms as specified therein (collectively, the “Term”), unless terminated earlier as permitted under this MSA.
1.6 “Software” means Company’s proprietary AI-based legal drafting tools, documentation, and other software components used to provide the Services.
1.7 “Statement of Work” or “SOW” means any document executed by the parties that describes implementation, professional, or onboarding services to be performed by Company. If referenced in an Order Form, such SOW is incorporated therein as Exhibit A or otherwise.
1.8 “Authorized Users” means employees or contractors of Customer who are authorized to access or use the Services on Customer’s behalf, subject to the terms of this MSA.
2. SAAS Services
2.1 Provision of Services. Subject to the terms and conditions of this MSA and the applicable Order Form, Company will use commercially reasonable efforts to make the Services available to Customer. Each Authorized User may be required to create or be assigned login credentials. Company reserves the right to refuse registration of, or cancel, credentials it deems unauthorized or inappropriate.
2.2 Support. Company will provide Customer with support services in accordance with Company’s standard policies at no additional charge, unless otherwise set forth in an Order Form.
2.3 Restrictions. Except as expressly permitted by this MSA, Customer shall not, and shall not permit any Authorized User or third party to:
(a)
modify, copy, or create derivative works based on the Services or Software;
(b)
reverse engineer, disassemble, or decompile the Services or Software (except to the extent expressly permitted by applicable law);
(c)
lease, lend, sell, sublicense, transfer, distribute, or otherwise make the Services available to any third party;
(d)
remove any proprietary notices or labels from the Services or Software;
(e)
use the Services to store or transmit any viruses, malware, or other harmful components;
(f)
use the Services in violation of any applicable law or regulation, or to infringe any intellectual property or other right of a third party;
(g)
circumvent or disclose the user authentication or security of the Services or any related host, network, or system; or
(h)
exceed any usage limits set forth in an Order Form.
2.4 Customer Responsibilities. Customer is responsible for (a) ensuring that it and its Authorized Users comply with this MSA; (b) maintaining the confidentiality of all Authorized User credentials; (c) all activities that occur under Authorized User accounts; (d) obtaining and maintaining all hardware, software, and internet access required to use the Services; and (e) all Customer Data, including ensuring that the submission and use of Customer Data in the Services does not violate any law or infringe any third-party rights.
2.5 Third-Party Services and Integrations. The Services may provide the ability to connect or integrate with certain third-party applications or services that are not provided by Company. Any such third-party application or service is outside the scope of this MSA. Company does not warrant or support any such third-party application or service, nor will Company be liable for any disclosure, modification, or deletion of Customer Data by, through, or resulting from the use of any such third-party service or integration.
2.6 No Training on Customer Data. Company does not use or incorporate Customer Data to train any large language models or publicly available AI models. Company may, however, use aggregated or de-identified usage analytics to improve or optimize its Services, provided that such usage analytics do not identify Customer or disclose Customer’s Confidential Information.
3. Order Form; Fees and Payment
3.1 Order Form. The specific Services, associated fees, and other relevant terms will be as specified in an Order Form. All Order Forms are governed by and incorporated into this MSA.
3.2 Fees. Customer shall pay all fees set forth in the Order Form (“Fees”). Unless otherwise stated in the Order Form, all Fees are quoted and payable in U.S. dollars, are non-cancellable, and non-refundable (except as otherwise expressly stated in this MSA).
3.3 Invoicing and Payment Terms. Unless otherwise specified in the Order Form, Company may invoice Customer in advance, and all amounts invoiced are due thirty (30) days from the invoice date. Company reserves the right to charge late fees and/or interest on overdue amounts at the lesser of 1.5% per month or the maximum legal rate, plus all expenses of collection. Customer is responsible for providing complete and accurate billing and contact information to Company.
3.4 Taxes. Fees do not include any taxes, duties, levies, or similar governmental assessments of any nature (collectively, “Taxes”). Customer is responsible for all Taxes associated with its purchases under this MSA, other than taxes on Company’s net income. If Company is required to collect or pay Taxes, those Taxes will be invoiced to Customer unless Customer provides a valid tax exemption certificate.
3.5 Fee Increases. Company reserves the right to increase Fees upon the expiration of the Initial Service Term or any renewal term, as provided in the Order Form. Company will provide at least thirty (30) days’ prior notice of any fee increase.
4. Term and Termination
4.1 Term. This MSA commences on the Effective Date and continues for the duration of the Service Term set forth in the Order Form, unless terminated sooner as permitted herein. The MSA (and any related Order Form) will automatically renew for successive periods of the same duration, unless either party provides thirty (30) days’ written notice of non-renewal before the end of the then-current Service Term.
4.2 Termination for Breach. Either party may terminate this MSA and any Order Form(s) if the other party materially breaches this MSA and fails to cure such breach within thirty (30) days after receiving written notice thereof (or without notice in the case of Customer’s nonpayment). A material breach includes, but is not limited to, Customer’s breach of the license and/or use restrictions set forth in Section 2.
4.3 Effect of Termination. Upon any termination or expiration of this MSA or an applicable Order Form:
(a)
Customer shall immediately discontinue all use of the Services under the terminated Order Form(s);
(b)
any unpaid Fees for Services rendered prior to termination become immediately due and payable;
(c)
Company will disable and/or discontinue Customer’s and its Authorized Users’ access to the Services; and
(d)
upon request, each party will return or destroy any Confidential Information of the other party in its possession or control, unless required by applicable law to be retained.
4.4 Survival. Provisions that by their nature should survive termination or expiration shall so survive, including without limitation accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnities, and limitations of liability.
5. Proprietary Rights and Confidentiality
5.1 Customer Data. As between the parties, Customer owns all right, title, and interest in and to Customer Data. Customer grants Company and its Affiliates a worldwide, non-exclusive license to host, copy, transmit, modify, and display Customer Data as necessary for Company to provide and improve the Services, and as otherwise permitted in this MSA. Customer represents and warrants that Customer has all necessary rights in and to Customer Data to grant the rights in this MSA.
5.2 Company Materials and Services. Except for the limited rights expressly granted to Customer hereunder, Company (or its licensors) retains all right, title, and interest in and to the Services, the Software (including any algorithms, models, or enhancements), documentation, any data or other information that does not comprise Customer Data, and all intellectual property rights therein (collectively, “Company Materials”). No rights are granted to Customer other than as expressly set forth in this MSA or an Order Form.
5.3 Feedback License. Customer grants Company a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license, with the right to sublicense, to use and incorporate into the Services any suggestions, enhancement requests, or other feedback provided by Customer (“Feedback”). Company shall have no obligation to make any compensation to Customer for such Feedback.
5.4 Confidentiality Obligations. Each Receiving Party agrees to:
(a)
use the Disclosing Party’s Confidential Information only for purposes consistent with this MSA;
(b)
not disclose Confidential Information to any third party except to those who have a need to know such information for the Receiving Party to exercise its rights or perform its obligations under this MSA, and who are under obligations of confidentiality no less restrictive than those contained herein; and
(c)
protect the Disclosing Party’s Confidential Information with at least the same level of care it uses to protect its own similar information, but in no event with less than a reasonable degree of care.
5.5 Exceptions. The confidentiality obligations in this MSA do not apply to any information that:
(a)
is or becomes publicly available without breach of any obligation owed to the Disclosing Party;
(b)
was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any confidentiality obligation;
(c)
is received from a third party without breach of any confidentiality obligation; or
(d)
is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information.
5.6 Compelled Disclosure. If the Receiving Party is compelled by law, court order, or other governmental or judicial process to disclose the Disclosing Party’s Confidential Information, the Receiving Party shall promptly provide the Disclosing Party with prior written notice (if legally permissible) so that the Disclosing Party may seek a protective order or other appropriate remedy.
6. Implementation and Professional Services
6.1 Implementation Services. Company may provide implementation, customization, training, or related professional services (“Implementation Services”) as set forth in a Statement of Work or Order Form. Company shall use commercially reasonable efforts to perform such Implementation Services in a professional and workmanlike manner.
6.2 Fees for Implementation Services. Any fees for Implementation Services, if applicable, will be set forth in the Order Form or SOW. If the Order Form indicates a $0 implementation fee, then Customer shall not be charged for such services unless otherwise agreed.
6.3 Exhibit A: Statement of Work. If the parties attach a SOW to an Order Form as Exhibit A, that SOW is incorporated by reference. Any conflict between this MSA and a SOW is resolved in favor of this MSA, unless the SOW explicitly states otherwise.
7. Warranties; Disclaimer
7.1 Mutual Warranties. Each party represents and warrants that (a) it has the legal power to enter into and perform under this MSA; and (b) the execution and performance of this MSA will not conflict with or result in any breach of any other agreement to which it is bound.
7.2 Company Warranty. Company warrants that during the applicable Service Term (a) the Services will perform materially in accordance with Company’s published documentation; and (b) Company will use commercially reasonable efforts to prevent the introduction of malicious code or software into the Services. If the Services do not conform to this warranty, as Customer’s sole remedy and Company’s sole obligation, Company shall use commercially reasonable efforts to correct any material non-conformance reported by Customer.
7.3 Customer Warranty. Customer represents and warrants that (a) it has obtained all necessary rights, releases, and permissions to provide the Customer Data to Company; (b) Customer Data does not violate any law or infringe any third-party right; and (c) Customer and its Authorized Users will use the Services in compliance with all applicable laws and regulations.
7.4 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS MSA, THE SERVICES, SOFTWARE, IMPLEMENTATION SERVICES, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND ITS AFFILIATES, SUPPLIERS, LICENSORS, AND SUBCONTRACTORS DISCLAIM ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
AI Disclaimer: The Services incorporate artificial intelligence and machine learning models that generate output (“AI-Generated Output”). Customer acknowledges and agrees that: (a) the Services are not a substitute for independent legal analysis, advice, or professional judgment; (b) Customer is solely responsible for reviewing, validating, and modifying any AI-Generated Output before using it in any legal proceeding or other context; (c) Company is not liable for any legal, compliance, or professional liability arising from Customer’s reliance on AI-Generated Output or from the omission of required legal arguments, citations, or filings; and (d) using AI-Generated Output does not create an attorney-client relationship between Customer and Company.
8. Limitation of Liability
8.1 Exclusion of Certain Damages. EXCEPT FOR LIABILITY UNDER SECTION 9 (INDEMNIFICATION), BREACHES OF SECTION 5 (CONFIDENTIALITY), CUSTOMER’S NONPAYMENT OF FEES, OR EITHER PARTY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR LOST DATA, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
8.2 Liability Cap. EXCEPT FOR LIABILITY UNDER SECTION 9 (INDEMNIFICATION), BREACHES OF SECTION 5 (CONFIDENTIALITY), CUSTOMER’S NONPAYMENT OF FEES, OR EITHER PARTY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, EACH PARTY’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS MSA (WHETHER IN CONTRACT, TORT, OR OTHERWISE) WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY.
8.3 Allocation of Risk. The provisions of this Section 8 allocate the risks under this MSA between the parties, and the parties have relied on these limitations in determining whether to enter into this MSA and the pricing for the Services.
9. Indemnification
9.1 By Company. Company will defend, indemnify, and hold harmless Customer from any third-party claim, demand, suit, or proceeding (“Claim”) alleging that the Services, when used as authorized under this MSA, infringe or misappropriate any valid U.S. patent, trademark, copyright, or trade secret of a third party. Company’s obligations under this Section 9.1 do not apply if the alleged infringement arises from (a) Customer Data; (b) Customer’s unauthorized or improper use of the Services; (c) Customer’s combination or use of the Services with software, services, or products developed by Customer or third parties, if the Services alone would not be infringing; or (d) Customer’s breach of this MSA. If the Services become (or in Company’s opinion are likely to become) subject to an infringement claim, Company may, at its option and expense, (i) procure for Customer the right to continue using the Services; (ii) replace or modify the Services so as to be non-infringing and substantially equivalent in function; or (iii) terminate this MSA and refund any prepaid unused fees for the remaining Service Term. This Section 9.1 states Company’s entire liability and Customer’s exclusive remedy for any infringement claim related to the Services.
9.2 By Customer. Customer will defend, indemnify, and hold harmless Company and its affiliates from and against any Claims arising from (a) Customer’s breach of any representation or warranty under Section 7.3; (b) Company’s authorized use of Customer Data; or (c) Customer’s use of the Services in violation of this MSA or applicable law.
9.3 Indemnification Procedure. A party seeking indemnification shall promptly notify the indemnifying party in writing of the Claim (provided that failure to promptly notify shall not relieve the indemnifying party of its obligations except to the extent the indemnifying party is prejudiced thereby). The indemnifying party may assume sole control of the defense and settlement of the Claim, provided that no settlement may impose any obligation on or admission of fault by the indemnified party without its prior written consent. The indemnified party shall reasonably cooperate in the defense of the Claim, at the indemnifying party’s expense.
10. Data Privacy and Security
10.1 Data Processing. To the extent Company processes any Customer Data that contains personal data or personal information, Company shall process such data in accordance with its then-current privacy policies and data protection practices.
10.2 Security Measures. Company will maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data. Company shall not materially diminish these safeguards during the Term.
10.3 Disclaimer. Customer acknowledges that, notwithstanding Company’s security measures, use of or connection to the internet provides the potential opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Services and Customer Data. Accordingly, Company cannot and does not guarantee the privacy, security, or authenticity of any data so transmitted over or stored in any system connected to the internet.
11. Additional Provisions
11.1 Entire Agreement. This MSA, including the Order Form(s) and any exhibits or addenda referenced therein, constitutes the complete and exclusive statement of the agreement between the parties with respect to its subject matter and supersedes all prior oral or written understandings, communications, or agreements.
11.2 Assignment. Neither party may assign, transfer, or delegate any right or obligation under this MSA, in whole or in part, without the other party’s prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this MSA in its entirety, upon notice to the other party, but without the other party’s consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. This MSA shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
11.3 Force Majeure. Except for payment obligations, neither party shall be liable for any delay or failure to perform due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, civil disturbance, strikes or labor disputes, epidemics/pandemics, or disruptions in internet service not caused by the obligated party.
11.4 Governing Law; Venue. This MSA and all matters arising out of or relating to this MSA are governed by, and construed in accordance with, the laws of the State of California, without regard to its conflict of law principles. Except as stated in Section 11.5 (Dispute Resolution and Arbitration), the parties consent to the personal and exclusive jurisdiction of the state or federal courts located in San Francisco County, California, and each party waives any objection to venue in such courts.
11.5 Dispute Resolution and Arbitration.
(a)
Informal Resolution. For any dispute with Company arising out of or in connection with this MSA, you agree to first contact us at legal@lextext.ai (or such other address specified by Company) and attempt to resolve the dispute with us informally. In the unlikely event that Company has not been able to resolve a dispute with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief) arising out of or in connection with or relating to this MSA, or the breach or alleged breach thereof, by binding arbitration administered by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in San Francisco, California, unless you and Company agree otherwise. If you use the Services for commercial purposes, each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees, as set forth in the JAMS rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for experts and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
(b)
Injunctive Relief. Nothing in this Section shall prevent a party from seeking injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of that party’s data security, intellectual property, or other proprietary rights.
11.6 Jury Trial and Class Action Waivers. YOU AND COMPANY AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS MSA, YOU AND COMPANY EACH WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
11.7 Limitation on Claims. YOU AND COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
11.8 Notices. All notices under this MSA will be in writing and will be deemed to have been duly given when received: (a) if personally delivered; (b) when receipt is electronically confirmed, if transmitted by email; (c) the day after it is sent, if sent for next day delivery by a recognized overnight delivery service; or (d) upon receipt, if sent by certified or registered mail, return receipt requested. Notices to Company shall be addressed to:
LexText Inc.
Attn: Legal
254 Chapman Rd., Ste 209
Newark, Delaware 19702
Email: legal@lextext.ai
11.9 No Agency. The parties are independent contractors, and this MSA does not establish any partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
11.10 Waiver; Severability. The failure of either party to enforce any right under this MSA shall not be deemed a waiver of that right. If any provision of this MSA is held invalid or unenforceable, that provision will be construed so as to best accomplish its objectives, and the remaining provisions will remain in full force and effect.
11.11 Publicity. Unless otherwise stated in an Order Form, Customer grants Company the right to use Customer’s name and logo in Company’s marketing materials, website, and customer listings to identify Customer as a customer, provided that Company does not disparage Customer or misrepresent Customer’s relationship with Company.
11.12 Amendment. Company may update or amend this MSA from time to time by posting or otherwise providing notice of the updated terms. The updated MSA will be effective upon renewal of the current Service Term or execution of a subsequent Order Form, whichever occurs first, unless otherwise stated in the updated MSA.
If you have any questions or concerns, please contact us at legal@lextext.ai.