Terms

TERMS AND CONDITIONS

1. SERVICES

1.1 Provision of Services: Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer may identify an administrative username and password for Customer’s Company account. Customer must be at least 18 years of age to use the Software and/or Services. Company reserves the right to refuse registration of, or cancel usernames and/or passwords it deems inappropriate.

1.2 Scope of Services: Subject to the terms hereof, Company will make available to Customer SaaS Services with the ability to process, manipulate, search, and export transcript content and associated data & metadata. These services include but are not necessarily limited to:

Deposition Sync
Deposition Summaries
Arbitration Summaries
Trial Summaries

Such access will be provided in accordance with the fees agreement described in a separate communication with the Customer.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Use Restrictions: Customer will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services or any software, documentation, or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.

2.2 Acceptable Use: Customer represents, covenants, and warrants that Customer will use the Software and/or Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer agrees not to use the Software and/or Services in any way that causes, or may cause, damage to the Software and/or Services or impairment of the availability or accessibility of the Services; or in any way which is unlawful, illegal, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity. Customer must not use the Software and/or Services to copy, store, host, transmit, send, use, publish, or distribute any material which consists of (or is linked to) any spyware, malware, computer virus, Trojan horse, worm, keystroke logger, rootkit, or other malicious computer software. Customer must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction, data harvesting, ‘framing’ (iframes), article ‘spinning’) on or in relation to the Software and/or Services without Company’s express written consent. Customer must not use the Software and/or Services to transmit or send unsolicited commercial communications.

2.3 Indemnification: Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of the Software and/or Services.

2.4 Customer Responsibilities: Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Software and/or Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords), and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1 Proprietary Information: Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality, pricing, and performance of the Software and/or Services. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services, as well as any output generated by the Services based on such data (collectively, “Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, including, at a minimum, the same degree of care as it uses to protect its own confidential information of like kind (but in no event less than a reasonable degree of care), and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.

3.2 Data Confidentiality and Security:

Encryption: Company uses industry-standard encryption technologies to protect Customer Data during transmission and storage.
Data Access Controls: Only authorized personnel have access to Customer Data, and such access is limited to what is necessary to perform their roles. Company employs role-based access controls and requires authentication measures for access to sensitive data.
Data Retention and Deletion: Company retains Customer Data for the duration necessary to fulfill the purposes outlined in this Agreement or as required by law. Upon termination of Services or upon Customer’s request, Company will delete Customer Data in accordance with Section 5.2.
Data Breach Notification: In the event of a data breach that affects Customer Data, Company will notify Customer within seventy-two (72) hours of becoming aware of the breach. Company will provide information regarding the nature of the breach, the affected data, and the steps being taken to address the breach.
Compliance with Data Protection Regulations: Company complies with all applicable data protection laws and regulations in the United States, including but not limited to the California Consumer Privacy Act (CCPA). Where applicable, Company also complies with international data protection regulations such as the General Data Protection Regulation (GDPR), and is committed to data protection best practices.

3.3 Customer Data: Customer shall own all right, title, and interest in and to the Customer Data. Customer represents and warrants that Customer Data must not be illegal or unlawful, must not infringe any third party’s legal rights, and must not be capable of giving rise to legal action whether against Customer or Company (in each case under any applicable law). Company shall have the right to edit or remove any Customer Data or material submitted to the Software and/or Services, or stored on Company’s servers, or hosted or published upon the Software and/or Services, that violates this Agreement or any applicable law or regulation.

3.4 Company’s Rights: Company shall own and retain all right, title, and interest in and to (a) the Services and Software, all improvements, enhancements, or modifications thereto, (b) any software, applications, inventions, or other technology developed in connection with the Services or support, and (c) all intellectual property rights related to any of the foregoing.

3.5 Disclosure of Hosting Information: Company chooses to disclose the following Proprietary Information (per §3.1 of this Agreement) to Customer: The Company’s SaaS Services, and associated Customer Data, are hosted on cloud computing infrastructure provided by Amazon Web Services, Inc. (“AWS”) in the United States, specifically within the AWS region us-west-2.

3.6 Non-Use of Customer Data for Large Language Model Training: Company does not use Customer Data for training artificial intelligence (AI) models, including Large Language Models (LLMs). Company only uses third-party services that explicitly do not train their AI models on Customer Data passed by Company to such third-party providers.

3.7 Credit Card Data: Company does not store credit card data. All credit card data is handled on behalf of Company by third-party providers who are compliant with Payment Card Industry Data Security Standard (PCI DSS).

4. PAYMENT OF FEES

4.1 Fees: Customer will pay Company the applicable fees for the Services in accordance with the terms agreed upon separately between Customer and Company. Payment terms and conditions are specified in the individual agreements and communications between Customer and Company.

4.2 Billing and Payment: Company will invoice Customer in accordance with the agreed-upon payment schedule. In all cases, Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.

5. TERM AND TERMINATION

5.1 Term: Subject to earlier termination as provided below, this Agreement is for the duration of the Service Term specified in the Order Form or individual agreement for the Services. If no Service Term is specified, this Agreement is valid until such time as either party chooses to terminate it as specified in §5.2 of this Agreement.

5.2 Termination: In addition to any other remedies it may have, either party may terminate this Agreement upon thirty (30) days’ written notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement and fails to cure such breach within the notice period. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days. Upon Customer’s request, Company will provide options for data export. After the retrieval period, Company will delete all Customer Data from its systems unless otherwise required by law. Company guarantees data deletion upon Customer’s request.

All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, indemnity, warranty disclaimers, and limitations of liability.

6. WARRANTY AND DISCLAIMER

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Software and/or Services in a manner which minimizes errors and interruptions in the Services. Company provides a Service Level Agreement (SLA) guaranteeing an overall system uptime of 99%, excluding scheduled maintenance. Scheduled maintenance occurs on Sundays from 01:00 to 03:00 Pacific Time (UTC -7 or -8). If Company fails to meet the uptime guarantee in any calendar month, Customer may request a service credit.

Services may be temporarily delayed for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

HOWEVER, COMPANY DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE OR SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NOTHING ON THE SOFTWARE AND/OR SERVICES CONSTITUTES, OR IS MEANT TO CONSTITUTE, LEGAL, FINANCIAL, OR MEDICAL ADVICE OF ANY KIND. IF CUSTOMER REQUIRES ADVICE IN RELATION TO ANY LEGAL, FINANCIAL, OR MEDICAL MATTER, CUSTOMER SHOULD CONSULT AN APPROPRIATE PROFESSIONAL.

7. INDEMNITY

7.1 Company Indemnification: Company shall hold Customer harmless from liability to third parties resulting from infringement by the Software and/or Services of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims, and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Software and/or Services (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes, or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Software and/or Services is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Software and/or Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Software and/or Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Software and/or Services, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Software and/or Services.

7.2 Customer Indemnification: Customer hereby indemnifies Company and undertakes to keep Company indemnified against any losses, damages, costs, liabilities, and expenses (including without limitation legal expenses and any amounts paid by Company to a third party in settlement of a claim or dispute on the advice of Company’s legal advisers) incurred or suffered by Company arising out of any breach by Customer of any provision of this Agreement, or arising out of any claim that Customer has breached any provision of this Agreement.

8. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OR DEATH CAUSED BY THE NEGLIGENCE OF COMPANY OR ITS AGENTS, EMPLOYEES, OR SHAREHOLDERS/OWNERS, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; (C) FOR ANY BUSINESS LOSSES, LOSS OF REVENUE, INCOME, PROFITS OR ANTICIPATED SAVINGS, LOSS OF CONTRACTS OR BUSINESS RELATIONSHIPS, LOSS OF REPUTATION OR GOODWILL, OR LOSS OR CORRUPTION OF INFORMATION OR DATA; (D) FOR ANY LIABILITY RELATED TO THE ACCURACY OR RELIABILITY OF AI-GENERATED SUMMARIES OR OUTPUT; (E) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; or (F) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or deleted to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

This Agreement is not assignable, transferable, or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent.

This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

No agency, partnership, joint venture, or employment is created as a result of this Agreement, and Customer does not have any authority of any kind to bind Company in any respect whatsoever.

In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

All notices under this Agreement will be in writing and 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; the day after it is sent if sent for next-day delivery by recognized overnight delivery service; and upon receipt if sent by certified or registered mail, return receipt requested.

This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of laws provisions. Any disputes relating to this Agreement will be subject to the exclusive jurisdiction of the courts of California, United States.

9.1 Publicity: Customer agrees that Company may use Customer’s name, affiliated organization’s name, and any associated trademarks in or on Company’s marketing materials and website for marketing and promotional purposes; however, Company will not use Customer’s name, affiliated organization’s name, or any associated trademarks in any other publicity (e.g., press releases, customer references, and case studies) without first obtaining approval in writing.

9.2 Service Level Agreement (SLA): Company provides a Service Level Agreement as specified in Section 6. Company guarantees an overall system uptime of 99%, excluding scheduled maintenance. Scheduled maintenance occurs on Sundays from 01:00 to 03:00 Pacific Time (UTC -7 or -8). If Company fails to meet the uptime guarantee, Customer may request a service credit.

9.3 Customer Support: Company provides customer support during the following hours:

Support Hours: Monday–Friday, 8:00 AM–6:00 PM Pacific Time, excluding weekends and U.S. public holidays.
Support Contact: Email: support@threadeo.com
Response Time: Within one (1) business day.

Last updated: December 2024.