Terms of Service
Effective Date: 11-07-2026 · Astute Lex Servicado Private Limited
Introduction
IMPORTANT: PLEASE READ THESE TERMS OF SERVICE CAREFULLY.These Terms of Service (Version 2.0) constitute a legally binding agreement. By creating an account, subscribing to, accessing, or otherwise using LeXi AI or any part of the LeXi AI Ecosystem, You agree to be bound by these Terms. If You do not agree to these Terms, You must not access or use the Services.These Terms include specific and important limitations on the nature of the Services, the absence of any attorney-client, advocate-client, or solicitor-client relationship, the non-provision of legal advice, disclaimers relating to artificial intelligence, disclaimers of warranties, limitations of liability, and provisions relating to governing law and the resolution of disputes. If You are entering into these Terms on behalf of a company, firm, institution, or other legal entity, You represent and warrant that You have the authority to bind that entity to these Terms, in which case "You" and "Your" refer to that entity.Version and status. This document is Version 2.0 of the LeXi AI Terms of Service. It supersedes and replaces all prior versions, including Version 1.0, and all prior terms, conditions, and understandings (whether written or oral) relating to its subject matter, except to the extent expressly preserved in a separate written agreement between You and the Company. This document was last reviewed on 10-07-2026.
1. Definitions and Interpretation
1.1 Definitions
In these Terms, unless the context otherwise requires, the following capitalized terms have the meanings set out below."Acceptable Use Policy" or "AUP" means the acceptable use requirements and prohibited conduct set out in Section 17, as updated from time to time."Account" means the credentialed access provided to a User or an Organization to enable use of the Services, including all associated identifiers, authentication factors, settings, and usage data."Administrator" means a User designated (whether by an Organization, an Institution, or by these Terms) with elevated permissions to configure, manage, monitor, provision, suspend, or de-provision Accounts, Seats, Workspaces, roles, permissions, and other settings within an Organization's environment on the Services."Affiliate" means, in relation to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that first entity, where "control" means the ownership of more than fifty percent (50%) of the voting securities or equivalent interests, or the power to direct the management and policies of an entity, whether through ownership, contract, or otherwise."AI" or "Artificial Intelligence" means machine learning models, large language models, retrieval-augmented generation systems, foundation models, neural networks, and related technologies (whether developed by the Company, licensed from third parties, or a combination thereof) that are used to process Inputs and generate Outputs within the Services."AI Agent" or "Agent" means any specialized or general artificial intelligence capability, assistant, tool, or automated function made available within the LeXi AI Ecosystem, whether existing as at the Effective Date or introduced thereafter, including without limitation the agents described in Section 6."Applicable Data Protection Laws" means all laws and regulations relating to the processing, privacy, protection, or security of Personal Data that are applicable to a party's performance under these Terms, including without limitation the Digital Personal Data Protection Act, 2023 of India and any rules made thereunder; the Information Technology Act, 2000 and rules thereunder; the United Kingdom General Data Protection Regulation and the Data Protection Act 2018; and applicable United States federal and state privacy laws, in each case as amended, replaced, or supplemented from time to time."Authorized User" means an individual who is authorized by You (or, in the case of an Organization or Institution, by the relevant Administrator) to access and use the Services under Your Account or subscription, and for whom a Seat or equivalent right of access has been allocated where required."Beta Features" means any features, modules, Agents, integrations, or functionality of the Services that are identified or provided as alpha, beta, preview, evaluation, early access, experimental, or pre-release, or that are otherwise not made generally available."Company", "we", "us", or "our" means Astute Lex Servicado Private Limited, a company incorporated under the Companies Act, 2013 of India, having its registered office at [Registered Office Address] and bearing Corporate Identity Number [Insert CIN], together with its successors and permitted assigns."Confidential Information" has the meaning given in Section 13.6."Customer Data" means all data, documents, files, text, materials, and other content that is uploaded, submitted, entered, transmitted, stored, or otherwise made available to the Services by or on behalf of You or Your Authorized Users, including Inputs, but excluding Outputs and excluding the Company's Confidential Information and pre-existing materials. Customer Data includes User Content."Documentation" means the user guides, technical documentation, help materials, policies, specifications, and instructions relating to the Services that are made available by the Company, in each case as updated from time to time."Effective Date" means, with respect to You, the earlier of
•The date on which You first accept these Terms, and
•The date on which You first access or use any of the Services.
1.2 Interpretation
In these Terms, unless the context otherwise requires:
•References to Sections are to sections of these Terms;
•Headings are for convenience only and do not affect interpretation;
•The words "including", "includes", and "in particular" are illustrative and do not limit the generality of the words preceding them, and are to be read as if followed by the words "without limitation";
•Words in the singular include the plural and vice versa;
•A reference to a statute or statutory provision is a reference to it as amended, extended, re-enacted, or replaced from time to time and includes any subordinate legislation made under it;
•A reference to "writing" or "written" includes email and electronic communications;
•A reference to a person includes a natural person, corporate or unincorporated body, government, or agency, and that person's personal representatives, successors, and permitted assigns;
•References to a "day" mean a calendar day and references to a "month" mean a calendar month unless otherwise stated; and
•Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.3 No adverse construction
No provision of these Terms shall be construed against the Company merely because the Company drafted these Terms. These Terms shall be interpreted fairly in accordance with their terms and not for or against any party by reason of authorship.2. The LeXi AI Ecosystem; Scope and Structure of These Terms
2.1 Scope
These Terms govern Your access to and use of the entire LeXi AI Ecosystem. The Ecosystem is modular. Certain modules, products, and Agents are directed at different categories of User (for example, individual advocates, law firms, in-house legal teams, enterprises, government organizations, Institutions, faculty, and students) and are made available on different plans and, in some cases, in different jurisdictions. These Terms apply to all of them, subject to any Supplemental Terms and any Enterprise Agreement as described below.2.2 Modular structure of the Ecosystem
As at the Effective Date, the Ecosystem comprises the following principal components, each of which is described in greater detail in the Sections indicated:•The LeXi AI Platform (Section 5), being the primary platform and the environment within which Accounts, Organizations, Workspaces, administration, security, storage, integrations, and application programming interfaces operate;
•The LeXi AI Agents (Section 6), being the specialized and general artificial intelligence capabilities available within the Ecosystem;
•The LeXi AI Workspace (Section 7), being the collaborative working environment for matters, documents, projects, and knowledge;
•LeXi LiTT (Section 8), being the litigation intelligence module for Indian law;
•LeXi Desk (Section 9), being the contract lifecycle management module available for India, the United Kingdom, and the United States; and
•LeXi AI Academy (Section 10), being the educational and learning module for Institutions, faculty, and students.
2.3 Evolving Ecosystem; future products, modules, Agents, and services
The Ecosystem is designed to evolve. The Company may, at any time and in its discretion, introduce new products, modules, AI Agents, application programming interfaces, integrations, features, tools, and services, and may modify, augment, rebrand, combine, separate, or discontinue existing ones. Any new product, module, AI Agent, application programming interface, integration, feature, or service that the Company introduces under or in connection with the LeXi AI name or marks shall automatically form part of the LeXi AI Ecosystem and shall be governed by these Terms with effect from the date it is made available to You, without the need for any separate acceptance or any rewriting of these Terms, unless the Company expressly issues separate or Supplemental Terms for that item in accordance with Section 2.4. Your continued use of the Ecosystem following the introduction of any such item constitutes acceptance of these Terms as applied to that item. This Section 2.3 is intended to ensure that the protections, obligations, disclaimers, and limitations set out in these Terms extend automatically to the future development of the Ecosystem.2.4 Supplemental Terms and Order of Precedence
The Company may apply Supplemental Terms to a particular product, module, Agent, feature, plan, jurisdiction, or category of User. Where Supplemental Terms apply, they are incorporated into these Terms by reference and You must comply with them in addition to these Terms. In the event of any conflict or inconsistency between the constituent documents that make up these Terms, the following order of precedence applies (with the first-listed prevailing over the later-listed to the extent of the conflict):
•Any Enterprise Agreement executed between You and the Company that expressly overrides these Terms;
•Any Supplemental Terms applicable to the specific product, module, Agent, feature, plan, or jurisdiction in question;
•The main body of these Terms; and
•The Documentation. Notwithstanding the foregoing, the disclaimers relating to artificial intelligence, the non-provision of legal advice, and the absence of any professional client relationship set out in Section 12 shall apply to the maximum extent permitted by law in all cases and shall not be diminished by any lower-ranking document unless the Company expressly agrees otherwise in writing.
2.5 Relationship with Enterprise Agreements
Where You have entered into an Enterprise Agreement with the Company, that Enterprise Agreement governs to the extent it expressly conflicts with these Terms. In all other respects, these Terms continue to apply and are to be read together with the Enterprise Agreement. Nothing in an online Order Form or click-through process shall be deemed to amend a negotiated and executed Enterprise Agreement unless expressly agreed by both parties in writing.2.6 Modules do not expand each other's scope
Each module of the Ecosystem is provided for the specific purposes and, where applicable, the specific jurisdictions described in these Terms. The availability of one module does not imply that another module covers the same subject matter, jurisdiction, or use case. In particular, and without limiting Section 11, the territorial and subject-matter scope of LeXi LiTT, LeXi Desk, the LeXi AI Agents, and LeXi AI Academy differ, and You must not rely on any module beyond its stated scope.3. Eligibility, Acceptance, and Formation of Contract
3.1 Eligibility
To use the Services, You must be at least eighteen (18) years of age, or the age of majority in Your jurisdiction if higher, and capable of forming a legally binding contract. The Services are professional and enterprise tools and are not directed at children. The sole exception is LeXi AI Academy, under which student Accounts may be provisioned by an Institution; even in that case, an individual student must meet the minimum age requirements set out in Section 10 and any applicable Supplemental Terms, and where a student is below the age of majority, the relevant Institution and, where required, a parent or guardian must provide the consents required under Applicable Data Protection Laws.3.2 Authority to bind
If You access or use the Services on behalf of an Organization or Institution, You represent and warrant that:
•You have full authority to bind that Organization or Institution to these Terms;
•You have read and understood these Terms; and
•You agree to these Terms on behalf of that Organization or Institution. If You do not have such authority, You must not accept these Terms or use the Services on that entity's behalf.
3.3 Formation and acceptance
You accept these Terms and form a binding contract with the Company by any of the following, whichever occurs first:
•Clicking or tapping to indicate acceptance;
•Creating or registering an Account;
•Executing an Order Form or Enterprise Agreement that references these Terms; or
•Accessing or using any part of the Services. These Terms are concluded electronically and are enforceable in accordance with the Information Technology Act, 2000 of India and other applicable laws recognizing electronic contracts. You agree that electronic acceptance has the same legal effect as a handwritten signature.
3.4 Changes to these Terms
The Company may amend these Terms from time to time to reflect changes in the Services, in law, in regulatory requirements, or in the Company's business practices. The Company will make the amended Terms available through the Services or by other reasonable means and will update the version number and the "last reviewed" date. Where an amendment is material, the Company will use reasonable efforts to provide advance notice through the Services, by email, or by other appropriate means. Unless a longer period is required by law or specified by the Company, amendments take effect fourteen (14) days after they are made available, save that amendments required for legal, regulatory, or security reasons may take effect immediately. Your continued use of the Services after amendments take effect constitutes acceptance of the amended Terms. If You do not agree to an amendment, You must stop using the Services and may terminate Your Account in accordance with Section 21, subject to any committed subscription term in an Order Form or Enterprise Agreement.3.5 Right to refuse or discontinue service
The Company reserves the right, in its reasonable discretion and to the extent permitted by law, to refuse to provide the Services to, or to discontinue the Services for, any person, including where necessary to comply with law, to protect the security or integrity of the Services, or to prevent misuse.4. Accounts, Organizations, Workspaces, Roles, and Administration
4.1 Account registration
To access most features of the Services, You must register for an Account and provide accurate, current, and complete information. You must keep Your Account information up to date. You are responsible for all activity that occurs under Your Account, whether or not authorized by You, except to the extent caused by the Company's breach of its security obligations.4.2 Account security and credentials
You must keep Your authentication credentials confidential and secure and must not share them. You must use reasonable measures to protect Your Account, including using strong, unique passwords and, where offered, enabling multi-factor authentication. You must notify the Company promptly at the contact address in Section 30 upon becoming aware of any unauthorized access to or use of Your Account or any other breach of security. The Company is not liable for any loss or damage arising from Your failure to comply with this Section 4.2. Credential sharing, and the resale, sublicensing, or transfer of Account access except as expressly permitted, are prohibited under Section 17.4.3 Organizations
An Organization is an account structure that enables a law firm, company, government organization, Institution, enterprise, or other collective entity to provision and manage multiple Authorized Users, Workspaces, Seats, roles, and permissions under a single administrative framework. Where an Organization is created, the entity on whose behalf it is created is responsible for:
•All use of the Services under that Organization;
•The acts and omissions of its Authorized Users as if they were its own;
•Ensuring that its Authorized Users comply with these Terms; and
•Managing the allocation and de-allocation of Seats and permissions.
4.4 Administrators and administrative rights
An Organization or Institution may designate one or more Administrators. Administrators may, subject to the permissions configured within the Services:
•Invite, provision, suspend, and de-provision Authorized Users and Accounts;
•Allocate and reallocate Seats;
•Configure Workspaces, roles, and permissions;
•Access, manage, monitor, retain, export, and delete Customer Data within the Organization's environment;
•Enable or disable specific modules, Agents, features, or integrations;
•Access audit logs and usage data; and
•Configure security and data governance settings. You acknowledge and agree that Administrators have significant control over the Organization's environment and over the Accounts and Customer Data within it. As between the Company and the Organization, the Organization is solely responsible for its Administrators' actions, for determining who is appointed as an Administrator, and for the consequences of any Administrator's access to Customer Data (including any Customer Data of individual Authorized Users). The Company is entitled to rely on instructions and configurations given or made by an Administrator as being authorized by the Organization.
4.5 Authorized Users and Seats
Access to the Services is licensed on a per-Seat or per-plan basis as specified in the applicable Order Form or plan. Each Seat is for use by a single, named, individual Authorized User and must not be used concurrently by, or shared among, multiple individuals. Seats may be reassigned to a new Authorized User where the original Authorized User no longer requires access (for example, on a change of role or departure), but must not be reassigned to circumvent Seat limits or as a means of enabling multiple individuals to share a single Seat.4.6 Teams, roles, and permissions
The Services may allow the creation of teams and the assignment of roles and permissions that determine which Authorized Users may access particular Workspaces, matters, documents, Agents, features, or data, and what actions they may take. You are responsible for configuring roles and permissions appropriately, having regard to Your own confidentiality, professional, ethical, and regulatory obligations, including any obligations relating to client confidentiality, conflicts of interest, information barriers, and ethical walls. The Company provides the tools to configure permissions but does not determine, and is not responsible for determining, the appropriate permission structure for Your organization or matters.4.7 Audit logs
The Services may generate and make available audit logs recording certain events, such as logins, access to Customer Data, administrative actions, and changes to settings. Where audit logs are made available, they are provided to assist You in meeting Your own governance, security, and compliance requirements. The availability, scope, retention period, and format of audit logs may vary by plan and may change over time. Audit logs are provided on an "as is" basis and the Company does not warrant that they capture every event or that they are suitable for any particular evidentiary or regulatory purpose. You remain responsible for maintaining Your own records where required by law or professional obligation.4.8 Accuracy of information; verification
The Company may, to the extent permitted by law, verify the information You provide, including for the purposes of preventing fraud, complying with applicable law, and confirming eligibility for particular plans (for example, Institution or student plans). You must cooperate with reasonable verification requests. Providing false, misleading, or fraudulent information is a material breach of these Terms.5. The LeXi AI Platform
5.1 Description of the Platform
The LeXi AI Platform is the primary artificial intelligence legal platform and the foundational environment within which the other modules, Agents, and features of the Ecosystem operate. The Platform provides, among other things, the infrastructure for Accounts, Organizations, and Workspaces; user, team, role, and permission management; subscription, billing, and licensing management; enterprise and Institution licensing; administration and audit logging; security controls; storage; integrations; application programming interfaces; and the framework within which current and future modules and Agents are delivered.5.2 Provision of the Platform
Subject to Your compliance with these Terms and payment of applicable fees, the Company grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform and the modules and Agents included in Your Subscription, during the Term, solely for Your internal business, professional, or (in the case of LeXi AI Academy) educational purposes, and in accordance with these Terms, the Documentation, and any applicable usage limits. All rights not expressly granted are reserved by the Company and its licensors.5.3 Enterprise licensing
The Company offers enterprise licensing arrangements for law firms, companies, government organizations, large enterprises, and other Organizations. Enterprise licensing may include additional or varied terms relating to Seats, usage volumes, security, data governance, support, service levels, and pricing, as set out in the applicable Order Form or Enterprise Agreement. Enterprise licensing does not alter the fundamental nature of the Services or the disclaimers in these Terms unless expressly agreed in writing.5.4 Institution licensing
The Company offers Institution licensing for law schools, universities, colleges, and other educational bodies, principally in connection with LeXi AI Academy but potentially in connection with other modules. Institution licensing is subject to Section 10 and to the applicable Order Form or Enterprise Agreement. An Institution is responsible for the provisioning and conduct of its faculty, staff, and student Accounts in accordance with these Terms.5.5 Security
The Company implements and maintains technical and organizational security measures designed to protect the Services and Customer Data against unauthorized access, disclosure, alteration, and destruction, having regard to the state of the art, the nature of the data processed, and the risks involved. These measures may include encryption of data in transit and, where applicable, at rest; access controls; logical separation of tenant environments; network security controls; and monitoring. Further detail may be set out in the Documentation, the Privacy Policy, or an Enterprise Agreement. Notwithstanding the Company's efforts, no method of transmission or storage is completely secure, and the Company does not guarantee absolute security. You are responsible for configuring and using the Services securely, including managing Your credentials, permissions, integrations, and exports.5.6 Storage
The Services provide storage for Customer Data as part of the Platform. Storage capacity, retention, and related limits may vary by plan and may be subject to the Fair Usage Policy. The Company may, on reasonable notice, adjust storage limits or introduce storage-related charges for excessive usage. You are responsible for maintaining Your own backups of any Customer Data that is important to You, except to the extent a specific backup or data retention commitment is set out in an Enterprise Agreement.5.7 Integrations
The Services may offer integrations with third-party products and services, and may allow You to connect the Services to systems that You use. The use of integrations is subject to Section 20. The Company does not control third-party products and services and is not responsible for them.5.8 Application programming interfaces
The Company may make application programming interfaces (each, an "API") available to enable programmatic access to certain features of the Services. Use of any API is subject to Section 20, to any API-specific Documentation, rate limits, and Supplemental Terms, and to these Terms generally. The Company may modify, deprecate, or discontinue any API or API feature, and may impose or change rate limits and usage restrictions, in each case on reasonable notice where practicable.5.9 Modifications to the Platform and modules
The Company continuously develops the Services. The Company may add, modify, improve, or remove features, modules, Agents, and functionality from time to time. The Company will use reasonable efforts not to materially degrade the core functionality of a paid Subscription during a committed term. Where the Company discontinues a material feature on which a paid Subscription materially depends, and this materially and adversely affects You, Your sole and exclusive remedy (other than as provided in an Enterprise Agreement) is set out in Section 21.5.10 Availability
The Company will use commercially reasonable efforts to make the Services available, but does not guarantee uninterrupted or error-free operation except to the extent of any service level commitment expressly set out in an Enterprise Agreement. The Services may be unavailable during planned maintenance, emergency maintenance, or for reasons outside the Company's reasonable control. The Company may perform maintenance from time to time and will use reasonable efforts to schedule planned maintenance to minimize disruption.6. LeXi AI Agents
6.1 Overview of the Agents framework
The LeXi AI Ecosystem includes specialized and general artificial intelligence capabilities referred to as AI Agents. Each Agent is designed to assist with particular categories of legal or professional task by processing Inputs and producing Outputs using Artificial Intelligence, including retrieval-augmented generation over legal source materials. The Agents are tools to assist qualified professionals and other Users; they are not, and must not be treated as, a substitute for professional legal judgment, advice, or representation. This Section 6 describes the Agents available as at the Effective Date and the terms applicable to them. New Agents introduced by the Company become part of the Ecosystem and are governed by these Terms in accordance with Section 6.4 and Section 2.3.6.2 General provisions applicable to all Agents
The following provisions apply to, form part of the terms of, and are incorporated into the description of, every Agent described in this Section 6 and every Agent introduced in the future, whether or not restated in the relevant subsection. References in the subsections below to a particular Agent being "subject to this Section 6.2" are for emphasis and do not imply that any other provision does not apply.•Purpose and assistance only. Each Agent is provided solely as an assistive tool to support Users in their own work. The use of any Agent is at Your discretion and risk, and the results of that use are Your responsibility.
•Human review and independent verification. Every Output of every Agent must be independently reviewed, checked, and verified by a suitably qualified human being before it is relied upon, acted upon, communicated to any third party, submitted to any court, tribunal, authority, or counterparty, or otherwise used for any purpose that may have legal, financial, procedural, or professional consequences. You must not rely on any Output as if it were the final work product of a qualified professional without such review and verification.
•No guarantee of accuracy or completeness. The Company does not warrant or guarantee that any Output is accurate, complete, current, reliable, error-free, or fit for any particular purpose. Outputs may contain errors, omissions, outdated information, misstatements of law or fact, incorrect or fabricated citations, or other inaccuracies, including as a result of the phenomena described in Section 12.
•No guarantee of current law. The Company does not warrant that any Output reflects the law as currently in force, the latest judicial pronouncements, the most recent amendments, or the position in any particular jurisdiction. Law changes frequently and its application is fact-specific.
•No legal advice; no professional relationship. No Output constitutes legal advice, and no use of any Agent creates any attorney-client, advocate-client, solicitor-client, or other professional relationship between You and the Company, as further set out in Section 12. Outputs are informational and assistive only.
•
User responsibility. You are solely responsible for:
•The Inputs You submit;
•How You use, adapt, verify, and rely on Outputs;
•The exercise of independent professional judgment;
•Compliance with all applicable laws, rules of court, and professional and ethical obligations; and
•All decisions taken and documents produced, filed, executed, or communicated by You, whether or not informed by an Output.
•Limitations. Each Agent has inherent limitations arising from the nature of Artificial Intelligence, the scope and currency of the source materials available to it, the manner in which Inputs are framed, and the boundaries of its design. An Agent may not have access to all relevant materials, may not understand the full factual or strategic context of a matter, and may not be suitable for novel, complex, high-value, or high-risk situations without careful professional oversight.
•No detriment to professional obligations. Nothing in the Services relieves any lawyer, advocate, solicitor, attorney, or other regulated professional of any duty owed to a client, a court, or a regulator. Regulated professionals remain fully responsible for their work product and for compliance with the rules of their bar, law society, court, or regulator.
6.3 The Agents
Each Agent described below is subject to Section 6.2 in its entirety, including the requirements of human review and independent verification, the absence of any guarantee of accuracy, completeness, or currency, the fact that Outputs do not constitute legal advice and create no professional relationship, and Your sole responsibility for all use of Outputs.6.3.1 Legal Research Agent
Purpose. To assist Users in locating, retrieving, and summarizing legal source materials, including statutes, rules, regulations, judgments, and secondary materials, and in exploring legal questions.Capabilities. The Legal Research Agent may search available sources, surface potentially relevant authorities, summarize materials, extract propositions, and suggest lines of inquiry.Specific limitations. Research Outputs depend on the scope, coverage, and currency of the sources available to the Agent, which may be incomplete or out of date. Citations, holdings, and summaries must be verified against primary sources before use. The Agent may omit relevant authorities or misstate their effect.6.3.2 Litigation Agent
Purpose. To assist Users with litigation-related tasks, such as analyzing disputes, identifying issues, and supporting case preparation. Where the Litigation Agent operates in respect of Indian law, it does so as part of, and subject to, LeXi LiTT and Section 8.Capabilities. The Litigation Agent may assist with case analysis, issue identification, timeline construction, and preparation support.Specific limitations. The Litigation Agent does not represent any person, does not appear before any court or tribunal, does not create any advocate-client relationship, and does not guarantee any procedural or substantive outcome. All strategy, pleadings, and filings remain the responsibility of the User and, where applicable, the User's counsel.6.3.3 Drafting Agent
Purpose. To assist Users in drafting legal and related documents based on Inputs and selected parameters.Capabilities. The Drafting Agent may generate first drafts, suggest language, restructure text, and adapt precedents.Specific limitations. Drafts are starting points only and require review, correction, and adaptation to the specific facts, parties, governing law, and commercial or procedural context. Generated language may be inappropriate, incomplete, or legally ineffective if used without review.6.3.4 Contract Review Agent
Purpose. To assist Users in reviewing contracts and identifying provisions, issues, and potential points of concern. Where used within LeXi Desk, this Agent is also subject to Section 9, including the jurisdiction provisions of Section 9.Capabilities. The Contract Review Agent may identify clauses, flag potential risks, compare against standards or playbooks, and suggest revisions.Specific limitations. The Agent may fail to identify material issues, may misclassify provisions, and may suggest revisions that are unsuitable for Your objectives or governing law. Contract review Outputs do not constitute a legal opinion on the enforceability or effect of any contract.6.3.5 Clause Analysis Agent
Purpose. To assist Users in analyzing individual clauses, comparing them against alternatives, and assessing their characteristics.Capabilities. The Clause Analysis Agent may classify clauses, compare variants, and highlight deviations from selected standards.Specific limitations. Clause analysis is dependent on the reference standards used and the Agent's interpretation, which may not reflect Your risk appetite, negotiating position, or the governing law.6.3.6 Due Diligence Agent
Purpose. To assist Users in reviewing document sets for due diligence purposes and surfacing potentially relevant information.Capabilities. The Due Diligence Agent may organize documents, extract data points, identify potential issues, and generate summaries.Specific limitations. The Agent may miss relevant documents or issues and may misinterpret extracted information. Due diligence conclusions require professional verification and must not be relied upon as a complete or authoritative assessment.6.3.7 Compliance Agent
Purpose. To assist Users in exploring compliance-related questions and organizing compliance-related information.Capabilities. The Compliance Agent may summarize obligations, map requirements, and highlight potential gaps based on available materials.Specific limitations. Compliance requirements are jurisdiction-specific, fact-specific, and frequently changing. Outputs do not constitute a compliance opinion or certification and must be verified against current law and, where appropriate, specialist advice.6.3.8 Risk Analysis Agent
Purpose. To assist Users in identifying and considering potential legal and related risks.Capabilities. The Risk Analysis Agent may highlight potential risks, suggest considerations, and organize risk-related information.Specific limitations. Risk assessments are inherently judgmental and depend on complete and accurate Inputs. The Agent may overstate, understate, or omit risks. Outputs are not a substitute for professional risk assessment.6.3.9 Document Intelligence Agent
Purpose. To assist Users in extracting structure, data, and meaning from documents, including through classification, extraction, and summarization.Capabilities. The Document Intelligence Agent may classify documents, extract fields and entities, recognize structure, and summarize content, including in respect of large or scanned document sets.Specific limitations. Extraction and classification accuracy depends on document quality, format, and legibility. Errors in recognition and extraction are possible and require verification, particularly for scanned or handwritten materials.6.3.10 Knowledge Retrieval Agent
Purpose. To assist Users in retrieving information from their own knowledge bases, repositories, and connected sources, and from available legal sources.Capabilities. The Knowledge Retrieval Agent may search, retrieve, and summarize information from sources made available to it.Specific limitations. Retrieval quality depends on the scope, quality, and currency of the indexed sources. The Agent may fail to retrieve relevant information or may retrieve information that is outdated or out of context.6.3.11 Citation Agent
Purpose. To assist Users in generating, formatting, and checking legal citations.Capabilities. The Citation Agent may format citations, suggest citation forms, and attempt to verify references.Specific limitations. Generated or formatted citations may be incorrect, incomplete, mis-formatted, or fabricated. Every citation must be verified against the primary source and the applicable citation conventions before use. The Company gives no assurance that any citation is accurate or that any cited authority exists, is good law, or supports the proposition for which it is cited.6.3.12 Workflow Agent
Purpose. To assist Users in creating, managing, and automating legal and related workflows.Capabilities. The Workflow Agent may structure tasks, sequence steps, trigger actions, and coordinate other Agents and features.Specific limitations. Automated workflows execute according to their configuration, which is Your responsibility. Misconfiguration may produce unintended results. Automated actions do not remove the requirement for human review of any Output with legal, procedural, or financial consequences.6.3.13 Matter Management Agent
Purpose. To assist Users in organizing and managing matters, associated documents, tasks, and information.Capabilities. The Matter Management Agent may organize matters, track information, generate summaries, and support collaboration.Specific limitations. The Agent supports the organization of information but does not ensure compliance with any deadline, limitation period, procedural requirement, or professional obligation, all of which remain Your responsibility.6.3.14 AI Assistant
Purpose. To provide general conversational assistance across the Ecosystem, including answering questions, guiding Users to features, and assisting with general tasks.Capabilities. The AI Assistant may respond to natural-language queries, provide general information, and help Users navigate and use the Services.Specific limitations. The AI Assistant is a general-purpose assistant and is subject to all the limitations described in Section 6.2 and Section 12. Its responses are not legal advice and must not be relied upon for any matter of consequence without verification.6.4 Future Agents
The Company may introduce additional Agents from time to time. In accordance with Section 2.3, any new Agent introduced by the Company under or in connection with the LeXi AI name or marks automatically forms part of the Ecosystem and is governed by these Terms, including Section 6.2 and Section 12, with effect from the date it is made available, unless the Company expressly issues separate or Supplemental Terms for that Agent. Where the Company issues Supplemental Terms for a specific Agent, those Supplemental Terms apply in addition to, and prevail over, these Terms only to the extent of any express conflict, and the disclaimers in Section 12 continue to apply to the maximum extent permitted by law.6.5 Interaction between Agents and modules
Certain Agents operate within, or in conjunction with, specific modules (for example, the Litigation Agent within LeXi LiTT, and the Contract Review, Clause Analysis, and Document Intelligence Agents within LeXi Desk). Where an Agent operates within a module, the terms of that module (including any jurisdictional scope and additional disclaimers) apply in addition to this Section 6. Nothing in this Section 6 expands the territorial or subject-matter scope of any module beyond what is stated in Section 8, Section 9, Section 10, and Section 11.7. LeXi AI Workspace
7.1 Description
The LeXi AI Workspace is the collaborative working environment within the Platform in which Users organize and carry out their work. The Workspace provides, among other things, matter management, a document repository, folders, projects, team collaboration, shared workspaces, notes, AI conversations, a knowledge base, version history, permissions, organization administration, storage, uploads, exports, and search, together with such further Workspace features as the Company may make available from time to time.7.2 Matter management, projects, and folders
The Workspace enables You to organize Customer Data and work into matters, projects, folders, and similar structures. You are responsible for how You organize, label, and manage Your matters and for ensuring that access to each matter is appropriately restricted, having regard to Your confidentiality, conflicts, and professional obligations.7.3 Document repository, uploads, and exports
The Workspace includes a repository for storing, uploading, organizing, and exporting documents and other Customer Data. You are responsible for ensuring that You have all necessary rights and consents to upload, store, and process the materials You upload, and for the lawful export and onward handling of any materials You export. Exports are provided as a convenience and the Company does not warrant that any export will be complete or in any particular format.7.4 Team collaboration and shared workspaces
The Workspace enables collaboration among Authorized Users, including through shared workspaces, shared matters, notes, and comments. Where You enable collaboration or sharing, You are responsible for determining who may access shared materials and for the consequences of that access. Sharing Customer Data with another Authorized User or Organization member makes that data accessible to that person in accordance with the permissions You configure.7.5 AI conversations
The Workspace stores AI conversations, being the record of Inputs submitted to, and Outputs generated by, the Agents in the course of Your use of the Services. AI conversations form part of Customer Data and are subject to the data, confidentiality, and retention provisions of Section 13. Outputs recorded in AI conversations remain subject to Section 6 and Section 12.7.6 Knowledge base
The Workspace may allow You to build a knowledge base from Your own materials and from sources You connect. You are responsible for the content, accuracy, and lawfulness of the materials You add to Your knowledge base. The Company does not verify the accuracy of Your knowledge base and Outputs derived from it are subject to the same disclaimers as other Outputs.7.7 Version history
The Workspace may provide version history for certain documents and materials. Where provided, version history is a convenience feature. Its availability, depth, and retention may vary by plan and may change over time, and it is not a substitute for Your own record-keeping or backups.7.8 Search
The Workspace provides search functionality across Customer Data and, where applicable, connected sources and available legal materials. Search results depend on indexing, permissions, and the scope of available materials, and may be incomplete. Search Outputs generated using Artificial Intelligence are subject to Section 6 and Section 12.7.9 Organization administration and permissions
Administration of the Workspace, including the configuration of permissions, is carried out through the administrative tools described in Section 4. You are responsible for configuring Workspace permissions in a manner consistent with Your obligations.7.10 Future Workspace features
The Company may introduce additional Workspace features from time to time, which, in accordance with Section 2.3, automatically form part of the Ecosystem and are governed by these Terms.7.11 Nature of the Workspace
The LeXi AI Workspace is a platform environment. Its provision does not, of itself, involve the rendering of legal services or advice by the Company. Any Artificial Intelligence functionality accessed within the Workspace remains subject to Section 6 and Section 12.8. LeXi LiTT (Litigation Intelligence for Indian Law)
8.1 Description and scope
LeXi LiTT is the litigation intelligence module of the Ecosystem. LeXi LiTT is provided solely in respect of, and is designed solely for use in connection with, the law of India. It is not designed for, and must not be relied upon in respect of, the law of any other jurisdiction. Where a matter involves foreign law, private international law, or cross-border elements, You must obtain appropriate advice and must not rely on LeXi LiTT for those aspects.8.2 Functionality
LeXi LiTT may assist Users with litigation-related tasks in respect of Indian law, which may include litigation analysis, case analysis, case strategy support, legal research, drafting, issue identification, timeline generation, cross-examination assistance, preparation of written arguments, pleadings, legal notices, and court documents, procedural guidance, judgment analysis, legal citations, court-ready drafts, and legal workflow assistance. The specific features available may vary by plan and may change over time.8.3 Mandatory disclaimers
You acknowledge, agree, and accept that LeXi LiTT, the Company, and the Services do not, and are not intended to:•Represent You or any other person in any matter, before any court, tribunal, authority, or counterparty;
•Appear, or purport to appear, before any court, tribunal, or authority;
•Create any advocate-client relationship, attorney-client relationship, or any other professional or fiduciary relationship between You (or any other person) and the Company;
•Replace, substitute for, or discharge the functions of a qualified and duly enrolled advocate or legal practitioner;
•Guarantee, promise, or assure any outcome, result, order, judgment, or decision in any matter; or
•Provide legal representation, legal advice, or an opinion on which You may rely without independent professional verification.
8.4 Independent verification and professional responsibility
Everything generated by LeXi LiTT, including every draft, pleading, notice, argument, timeline, citation, and analysis, must be independently reviewed, verified, and, where necessary, corrected by a suitably qualified and, where appearance before a court or tribunal is contemplated, duly enrolled legal practitioner before it is relied upon, filed, served, or used for any purpose. Court filings, service of documents, adherence to limitation periods and procedural rules, and the conduct of any matter remain at all times Your responsibility and, where applicable, that of Your advocate. The Company accepts no responsibility for any filing, submission, or step taken in any matter.8.5 Procedural guidance
Any procedural guidance provided by LeXi LiTT is general and informational only. Court practice, procedure, and requirements vary between courts, benches, registries, and over time, and may be subject to local rules, standing orders, and practice directions. You must verify all procedural requirements with the relevant court or authority and, where necessary, with counsel.8.6 Enrolment and regulatory compliance
Your use of LeXi LiTT does not confer any right of audience or any professional status. You are responsible for ensuring that any person who appears before a court or tribunal, or who provides legal services, is duly qualified and enrolled and complies with the Advocates Act, 1961, the rules of the Bar Council of India and the relevant State Bar Council, and all other applicable laws and professional rules. Nothing in the Services authorizes the unauthorized practice of law.9. LeXi Desk (Contract Lifecycle Management)
9.1 Description
LeXi Desk is the contract lifecycle management module of the Ecosystem. It is designed to assist Users across the contract lifecycle, including contract drafting, a clause library, clause suggestions, artificial-intelligence-assisted review, redlining, version comparison, risk analysis, negotiation support, templates, approval workflows, a repository, document intelligence, clause extraction, and search, together with such further contract lifecycle management features as the Company may make available from time to time.9.2 Multi-jurisdiction model
Unlike LeXi LiTT and, save as expressly stated otherwise, the LeXi AI Agents, LeXi Desk is offered in respect of more than one jurisdiction. As at the Effective Date, LeXi Desk is designed to support contract drafting and review referable to:
•The law of India;
•The law of England and Wales (and, where applicable and so indicated within the Services, the law of the United Kingdom or its other constituent jurisdictions); and
•The law of the United States (including, where indicated, particular states thereof). Contract drafting, review, and analysis Outputs generated by LeXi Desk are intended to reflect the jurisdiction that You select within the Services.
9.3 Jurisdiction selection is Your responsibility
You are solely responsible for selecting the correct and appropriate jurisdiction within LeXi Desk for each contract, matter, or task, and for confirming that the selected jurisdiction is appropriate to the parties, the governing law, and the intended use of the contract. If You select an incorrect jurisdiction, or fail to select a jurisdiction, the Outputs may be inaccurate, inapplicable, or misleading. The Company is not responsible for Outputs that are unsuitable because of an incorrect or absent jurisdiction selection.9.4 Jurisdiction-dependent outputs; no cross-jurisdiction reliance
Legal outputs generated by LeXi Desk depend on, and are limited to, the jurisdiction selected. An Output generated for one jurisdiction must not be relied upon in respect of any other jurisdiction. Where a contract involves multiple jurisdictions, cross-border elements, conflict-of-laws questions, or a governing law that differs from the place of performance or the parties' locations, You must obtain appropriate specialist advice and must not rely on LeXi Desk for those aspects. The availability of a jurisdiction within LeXi Desk does not constitute a representation that the Company or the Services are qualified or authorized to practice law in that jurisdiction.9.5 Review and verification
All contract drafts, redlines, clause suggestions, risk analyses, and other Outputs generated by LeXi Desk must be independently reviewed and verified by a suitably qualified person, admitted or authorized in the relevant jurisdiction where appropriate, before they are relied upon, executed, exchanged with a counterparty, or otherwise used. Contract Outputs do not constitute legal advice or a legal opinion on the validity, enforceability, or effect of any contract or clause, and their use does not create any professional relationship with the Company, as further set out in Section 12.9.6 Clause library and templates
The clause library, templates, and precedents made available within LeXi Desk are provided as starting points for professional use only. They may not be suitable for Your specific circumstances, governing law, or commercial objectives, may become outdated, and must be reviewed and adapted before use. The Company does not warrant that any clause, template, or precedent is current, complete, enforceable, or fit for any particular purpose.9.7 Approval workflows and negotiation support
Approval workflows, negotiation support, and related features assist You in managing internal processes and negotiations. Their configuration and operation are Your responsibility. The completion of an automated approval step within the Services does not constitute legal execution of, or binding assent to, any contract, and does not replace the requirement for valid execution in accordance with applicable law.9.8 Future contract lifecycle management features
The Company may introduce additional contract lifecycle management features and, in accordance with Section 2.3, they automatically form part of the Ecosystem and are governed by these Terms. The Company may also, in future, extend LeXi Desk to additional jurisdictions; any such extension will be indicated within the Services and remains subject to Sections 9.3 to 9.5.10. LeXi AI Academy
10.1 Description
LeXi AI Academy is the educational and learning module of the Ecosystem, designed for use by students, law schools, universities, Institutions, faculty, and Institution administrators. It may include courses, assignments, assessments, a learning dashboard, certificates, cohorts, progress tracking, academic integrity features, Institution licenses, student Accounts, teacher and faculty Accounts, and such further educational services as the Company may make available from time to time.10.2 Educational purpose only
LeXi AI Academy is provided for educational, instructional, and training purposes only. Its content and Outputs are illustrative and pedagogical and do not constitute legal advice, and its use does not create any professional relationship with the Company, as set out in Section 12. Content used in a learning context may be simplified, hypothetical, or illustrative and must not be relied upon in practice without independent verification.10.3 Institution licenses and responsibilities
Where an Institution licenses LeXi AI Academy, the Institution is responsible for:
•Provisioning, managing, and de-provisioning faculty, staff, and student Accounts;
•Obtaining all consents required under Applicable Data Protection Laws, including in respect of students who are minors;
•Ensuring that its use, and its users' use, complies with these Terms;
•Supervising the educational use of the module;
•Determining academic and assessment policies; and
•Ensuring compliance with its own academic, regulatory, and accreditation requirements. As between the Company and the Institution, the Institution is responsible for the acts and omissions of its faculty, staff, and students in connection with the module.
10.4 Student and teacher Accounts
Student and teacher Accounts are provisioned for individual, personal educational use in connection with the relevant Institution or course. They must not be shared, transferred, or used for commercial legal practice. Progress data, submissions, and results associated with an Account may be visible to the relevant faculty and Institution administrators in accordance with the module's configuration.10.5 Courses, assignments, and assessments
The Company may make available courses, assignments, and assessments within LeXi AI Academy. The Company does not guarantee any particular educational outcome, level of attainment, grade, or result. Assessment functionality is provided to assist Institutions and faculty, who remain responsible for academic judgment, grading, and the integrity of assessments.10.6 Certificates
Where LeXi AI Academy issues certificates of completion or achievement, such certificates evidence participation in or completion of specified activities within the module only. A certificate is not a professional qualification, license, or accreditation, and does not confer any right to practice law or any professional status. Certificates may be issued, withheld, corrected, suspended, or revoked by the Company or the relevant Institution, including where they were obtained through error, misrepresentation, breach of academic integrity, or breach of these Terms. The Company may revoke or invalidate any certificate that was issued incorrectly or in breach of these Terms.10.7 Academic integrity
Users of LeXi AI Academy must comply with the academic integrity requirements of the relevant Institution and course and must not use the module to engage in plagiarism, impersonation, cheating, or other academic misconduct. Institutions are responsible for defining and enforcing their academic integrity policies. The Company may provide academic integrity features but does not guarantee the detection or prevention of misconduct.10.8 No employment or placement guarantee
The Company makes no representation, warranty, promise, or guarantee of any kind regarding employment, internships, placements, career outcomes, salary, professional advancement, examination success, admission to any bar or roll, or any other outcome arising from the use of LeXi AI Academy or the receipt of any certificate. No statement made in connection with LeXi AI Academy shall be construed as any such guarantee.10.9 Future educational services
The Company may introduce additional educational services and, in accordance with Section 2.3, they automatically form part of the Ecosystem and are governed by these Terms.11. Jurisdictional Model and Territorial Scope
11.1 Purpose of this Section
Because the modules of the Ecosystem address different subject matter and, in some cases, different jurisdictions, this Section 11 consolidates and makes clear the territorial and subject-matter scope of each principal module. This Section 11 must be read together with Sections 8, 9, and 10 and prevails, as regards territorial scope, over any general description of the Services elsewhere.11.2 Summary of scope
The following table summarizes the scope of the principal modules as at the Effective Date. The table is a summary only and does not limit the more detailed provisions of these Terms.11.3 No reliance beyond stated scope
You must not rely on any module in respect of any jurisdiction or subject matter beyond its stated scope. In particular:
•LeXi LiTT and, save where expressly stated, the LeXi AI Agents are directed at Indian law only;
•LeXi Desk Outputs are limited to the jurisdiction selected by You; and
•The LeXi AI Platform and LeXi AI Workspace are environments and do not themselves provide jurisdiction-specific legal content. Nothing in the Services constitutes a representation that the Company is authorized to practice law in any jurisdiction.
11.4 Global availability does not imply local compliance
The Services may be accessible from many jurisdictions. Accessibility does not mean that the Services, or any Output, are appropriate, lawful, or compliant for use in a particular jurisdiction. You are responsible for ensuring that Your use of the Services complies with the laws applicable to You and to Your use.12. Artificial Intelligence, No Legal Advice, and Professional Responsibility
12.1 Nature of Artificial Intelligence
The Services use Artificial Intelligence, including large language models and retrieval-augmented generation, to process Inputs and generate Outputs. Artificial Intelligence produces Outputs on a probabilistic basis by predicting likely sequences of content. It does not "know" the law, does not reason as a lawyer reasons, and does not verify the truth, accuracy, or legal correctness of what it produces. You must understand and accept the nature and limitations of Artificial Intelligence described in this Section 12 before relying on the Services.12.2 Outputs may be inaccurate
Outputs may be inaccurate, incomplete, outdated, misleading, internally inconsistent, or wrong. This is an inherent characteristic of Artificial Intelligence and not a defect in the Services. The Company does not warrant the accuracy, completeness, currency, reliability, suitability, or fitness for any purpose of any Output.12.3 Hallucination
Artificial Intelligence may "hallucinate", meaning it may generate content that appears plausible, authoritative, and well-formed but that is false, invented, or unsupported. This includes the generation of non-existent statutes, cases, judgments, citations, quotations, holdings, facts, and references, and the misstatement of the content or effect of real authorities. You must independently verify every citation, authority, quotation, statement of law, and factual assertion in any Output against reliable primary sources before relying on it. The Company gives no assurance that any authority referred to in an Output exists, is accurately described, is currently in force, or supports the proposition for which it is cited.12.4 Human verification is mandatory
The Services are assistive tools intended to be used under human supervision. Every Output must be reviewed, checked, and verified by a suitably qualified human being before it is relied upon, acted upon, communicated to any third party, or submitted to any court, tribunal, authority, or counterparty. You must not use any Output as final work product without such review. The degree of review required increases with the significance, complexity, value, and risk of the matter.12.5 No guarantee of completeness, currency, or court acceptance
The Company does not warrant that any Output:
•Is complete or addresses all relevant issues;
•Reflects the current state of the law, including recent amendments, notifications, or judicial pronouncements;
•Is suitable for filing with, or will be accepted by, any court, tribunal, registry, or authority; or
•Complies with any applicable formatting, procedural, or substantive requirement. Acceptance of any document by any court or authority is a matter for that court or authority and remains Your responsibility.
12.6 No legal advice
The Services, and all Outputs, are provided for informational and assistive purposes only and do not constitute legal advice. The Company is a technology provider and does not provide legal advice, legal opinions, or legal representation through the Services. No Output is a substitute for advice from a qualified legal professional who is retained by You, who is admitted or enrolled in the relevant jurisdiction, and who has considered the specific facts and circumstances of Your matter. You should not act, or refrain from acting, on the basis of any Output without obtaining appropriate professional advice.12.7 No attorney-client, advocate-client, or solicitor-client relationship
No use of the Services creates any attorney-client, advocate-client, solicitor-client, lawyer-client, or other professional, fiduciary, or confidential professional relationship between You (or any other person) and the Company. The Company does not act as Your lawyer, advocate, solicitor, attorney, or legal representative, and does not owe You any professional duty of care in the rendering of legal services. The provision of the Services, including any Agent, LeXi LiTT, or LeXi Desk, does not constitute the practice of law by the Company.12.8 No law firm relationship and no legal representation
The Company is not a law firm, a firm of solicitors, a set of chambers, a legal practice, or a legal services provider, and does not hold itself out as such. The Company does not represent any person in any matter, does not appear before any court, tribunal, or authority, and does not provide legal representation of any kind. Where a User is a qualified professional, that User uses the Services as a tool in the User's own practice; the User, and not the Company, provides any legal advice or representation to the User's own clients.12.9 Professional judgment and professional responsibility remain with You
The exercise of professional judgment remains with You at all times. Where You are a regulated professional (including an advocate, solicitor, attorney, barrister, or in-house counsel), You remain fully and solely responsible for:
•All advice given to, and work done for, Your clients;
•Compliance with all applicable laws, rules of court, and the rules and codes of conduct of Your bar, law society, court, or regulator;
•Your duties of competence, diligence, confidentiality, and candor;
•The avoidance of conflicts of interest; and
•The supervision and verification of any use of the Services in Your practice. The use of Artificial Intelligence does not diminish, and may in some jurisdictions heighten, Your professional obligations, including any duty to understand the tools You use and to verify their outputs.
12.10 Court filings and procedural steps remain Your responsibility
All court filings, submissions, service of process, adherence to limitation periods and procedural rules, and all procedural and substantive steps in any matter remain Your sole responsibility (and, where applicable, that of Your counsel). The Company does not file, submit, or serve anything on Your behalf and accepts no responsibility for any filing, submission, deadline, or procedural step.12.11 Not a substitute for professional advice or independent judgment
The Services are designed to assist and augment, not to replace, qualified professionals and independent professional judgment. You must not use the Services as a substitute for retaining and consulting appropriately qualified professionals, particularly for novel, complex, high-value, or high-risk matters, or where the consequences of error are significant.12.12 Consistency of these disclaimers
The disclaimers, acknowledgments, and allocations of responsibility in this Section 12 apply to the whole of the Ecosystem, including every module, Agent, feature, and future addition, and are reinforced by, and to be read consistently with, the module-specific provisions in Sections 6 to 10. To the extent any other provision of these Terms, any Supplemental Terms, any Documentation, or any marketing or descriptive material could be read as inconsistent with this Section 12, this Section 12 prevails to the maximum extent permitted by law, unless the Company has expressly agreed otherwise in a signed writing.13. Customer Data, User Content, and Confidentiality
13.1 Ownership of Customer Data
As between You and the Company, You (or Your licensors, or, where applicable, Your clients) own and retain all right, title, and interest in and to Customer Data, including all User Content and all Intellectual Property Rights in it. The Company does not acquire any ownership of Customer Data by reason of these Terms.13.2 License to process Customer Data
You grant to the Company a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, process, display, and otherwise use Customer Data, and to create and use Outputs derived from Inputs, in each case solely to the extent necessary to:
•Provide, maintain, secure, and support the Services to You;
•Prevent or address technical, security, or operational issues;
•Comply with applicable law and lawful requests; and
•Enforce these Terms and protect the rights, safety, and property of the Company, its Users, and third parties. This license is limited to these purposes and continues only for so long as necessary for them, subject to the retention and deletion provisions below.
13.3 Types of sensitive materials
You may upload or process, through the Services, materials that are sensitive and confidential, including legal documents, contracts, court orders, judgments, notices, evidence, client files, and other confidential and sensitive information, as well as Personal Data. You acknowledge that You are responsible for determining whether it is appropriate and lawful for You to upload and process such materials through the Services, having regard to Your confidentiality, professional, ethical, regulatory, and contractual obligations (including any obligations to Your clients), and for obtaining any necessary consents or authorizations.13.4 Your responsibilities regarding Customer Data
You represent, warrant, and undertake that:
•You have all rights, consents, authorizations, and lawful bases necessary to upload, submit, store, and process Customer Data through the Services and to grant the license in Section 13.2;
•Customer Data, and the Company's processing of it as permitted by these Terms, does not and will not infringe the Intellectual Property Rights, privacy rights, confidentiality rights, or other rights of any person, or violate any applicable law; and
•You will not upload or process any material that You are not permitted to upload or process. You are responsible for the accuracy, quality, legality, and appropriateness of Customer Data.
13.5 Use of data to improve the Services; model training
The Company will not use the content of Customer Data or Inputs to train the Company's or any third party's generally available foundation or large language models in a manner that would expose Your confidential content to other customers, except:
•With Your consent;
•Where required by law; or
•As expressly permitted under an applicable plan or Enterprise Agreement. The Company may use aggregated, de-identified, and anonymized data, and metadata, telemetry, and usage information that does not identify You or reveal the substance of Your Customer Data, to operate, secure, analyze, and improve the Services. The specific position on the use of data, including any options or controls available to You, is set out in the Privacy Policy and any applicable Supplemental Terms or Enterprise Agreement, which You should review. Where there is a conflict between this Section 13.5 and an Enterprise Agreement or Supplemental Terms on the use of data for model training, the Enterprise Agreement or Supplemental Terms prevails.
13.6 Confidentiality
"Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Customer Data is Your Confidential Information. The Services, the Documentation, non-public information about the Services, pricing, and the Company's technology and know-how are the Company's Confidential Information. Each Receiving Party shall:
•Use the Disclosing Party's Confidential Information only as necessary to exercise its rights and perform its obligations under these Terms;
•Protect it using at least the same degree of care it uses for its own confidential information of like kind, and in any event no less than a reasonable degree of care; and
•Not disclose it to any third party except to those of its personnel, Affiliates, and contractors who need to know it for the purposes of these Terms and who are bound by confidentiality obligations no less protective. Confidential Information does not include information that is or becomes public through no breach of these Terms, is rightfully known without a duty of confidentiality, is independently developed without use of the Confidential Information, or is rightfully received from a third party without a duty of confidentiality. A Receiving Party may disclose Confidential Information to the extent required by law or legal process, provided that, where lawful, it gives prompt notice and reasonable cooperation to enable the Disclosing Party to seek protective treatment.
13.7 Retention
The Company retains Customer Data for the duration of Your use of the Services and thereafter for the period described in the Privacy Policy or an applicable Enterprise Agreement, or as required by applicable law. Retention periods may vary by module, plan, and data type. You may be able to configure certain retention settings through the Services.13.8 Deletion
Subject to Section 13.9, on termination or expiry of Your Account or Subscription, or on Your request where the Services provide for it, the Company will delete or make inaccessible Customer Data in accordance with the Privacy Policy and any applicable Enterprise Agreement, subject to the retention required by law and to residual copies retained in routine backups for a limited period. You are responsible for exporting any Customer Data You wish to retain before termination or expiry, using the export functionality provided.13.9 Legal holds and retention obligations
The Company may retain Customer Data where required to comply with applicable law, a legal hold, a lawful request from a competent authority, or the establishment, exercise, or defense of legal claims. The Company does not, and does not undertake to, monitor Customer Data for legal-hold or preservation purposes on Your behalf; managing legal holds and preservation obligations in respect of Your matters is Your responsibility.13.10 Backups
The Company maintains backups of the Services in accordance with its operational practices. Backups are maintained for the Company's business continuity and disaster recovery purposes and are not a substitute for Your own backups of Customer Data. Except as expressly set out in an Enterprise Agreement, the Company does not guarantee the recovery of any particular item of Customer Data from backups.13.11 Security of Customer Data
The Company applies the security measures described in Section 5.5 to Customer Data. You are responsible for the security of Customer Data to the extent within Your control, including configuring permissions, managing credentials and integrations, and controlling exports and onward disclosures.13.12 Institution Data and Enterprise Data
Where Customer Data is provided within an Organization or Institution environment, it may include data of individual Authorized Users, students, faculty, and clients. As between the Company and the Organization or Institution, the Organization or Institution is responsible for that data, for the lawful basis for its processing, for the allocation of access within its environment, and for the treatment of that data on the departure of any individual. The Company processes such data as described in these Terms and the Privacy Policy and, where applicable, as a processor in accordance with a data processing agreement.14. Data Protection and Privacy
14.1 Privacy Policy
The Company's collection and use of Personal Data in connection with the Services is described in the Privacy Policy, which is incorporated into these Terms by reference. You should read the Privacy Policy carefully. In the event of a conflict between these Terms and the Privacy Policy in relation to the processing of Personal Data, the Privacy Policy prevails to the extent of the conflict, save where an Enterprise Agreement or a data processing agreement provides otherwise.14.2 Roles of the parties
Where the Company processes Personal Data contained in Customer Data on Your behalf and on Your instructions in order to provide the Services, the Company acts as a processor (or equivalent role, such as a data processor or service provider) and You act as the controller (or equivalent role, such as a data fiduciary or business). Where the Company processes Personal Data for its own purposes (such as account administration, billing, security, and improvement of the Services as permitted by these Terms and the Privacy Policy), the Company acts as a controller (or equivalent) for those purposes.14.3 Data processing agreement
Where required by Applicable Data Protection Laws, the parties will enter into a data processing agreement or addendum governing the Company's processing of Personal Data on Your behalf. Where such a data processing agreement is in place, it forms part of these Terms and prevails over this Section 14 to the extent of any conflict in relation to the processing of Personal Data.14.4 Your obligations as controller
You are responsible, as controller (or equivalent), for:
•The lawfulness of Your collection and processing of Personal Data and of Your instructions to the Company;
•Establishing a valid lawful basis and providing all required notices and obtaining all required consents;
•Responding to requests from data principals, data subjects, or consumers, except to the extent the Company is required to assist under an applicable data processing agreement; and
•Ensuring that You are permitted to disclose Personal Data to the Company for processing in connection with the Services.
14.5 International transfers
The Services may involve the processing and storage of Personal Data in, or the transfer of Personal Data to, jurisdictions other than the jurisdiction in which You or the relevant individuals are located, including for hosting, support, and processing. The Company will implement appropriate safeguards for such transfers where required by Applicable Data Protection Laws, as described in the Privacy Policy or an applicable data processing agreement.14.6 Security incidents
The Company maintains measures designed to protect Personal Data and will notify You of a personal data breach affecting Your Personal Data in accordance with Applicable Data Protection Laws and any applicable data processing agreement. Notification of, or response to, a security incident is not an acknowledgment by the Company of any fault or liability.14.7 Grievance and contact
For the purposes of Applicable Data Protection Laws in India, the Company's grievance officer and contact details are set out in the Privacy Policy or at the contact address in Section 30. Individuals may exercise their rights, and raise concerns, as described in the Privacy Policy.14.8 Sensitive and special category data
You are responsible for determining whether Customer Data contains sensitive personal data, special category data, or other data subject to enhanced protection, and for ensuring that any additional requirements applicable to such data are met. Given the nature of legal materials, Customer Data may contain such data, and You must ensure that its processing through the Services is lawful.15. Enterprise, Institutional, and Multi-User Provisions
15.1 Application
This Section 15 applies where the Services are used by or on behalf of a law firm, company, government organization, educational Institution, large enterprise, or other Organization, in addition to the other provisions of these Terms.15.2 Organization responsibility
The Organization is responsible for all use of the Services under its Account and by its Authorized Users, and for ensuring that its Authorized Users comply with these Terms. Acts and omissions of Authorized Users are deemed to be acts and omissions of the Organization for the purposes of these Terms. The Organization is responsible for its internal allocation of access and for the conduct of its internal users.15.3 Administrator rights and Organization control
The Organization, acting through its Administrators, controls the configuration of its environment, including Seats, Workspaces, roles, permissions, enabled modules and integrations, and data governance settings, as described in Section 4. The Company acts on the instructions and configurations of Administrators and is entitled to treat them as authorized by the Organization. The Organization is responsible for the consequences of its Administrators' access to, and management of, Customer Data, including the Customer Data of individual Authorized Users.15.4 Seat licenses
Access is provided on a per-Seat or per-plan basis as set out in the applicable Order Form or Enterprise Agreement. The Organization must not exceed its licensed number of Seats or permit use by more individuals than are licensed. The Company may verify Seat usage and may charge for usage in excess of the licensed Seats in accordance with Section 18.15.5 Usage monitoring
To the extent permitted by law and consistent with the Privacy Policy, the Company may monitor usage of the Services for the purposes of operating, securing, supporting, and improving the Services, verifying compliance with these Terms (including Seat limits and the Acceptable Use Policy), preventing misuse, and billing. Such monitoring is directed at usage patterns, security, and compliance and is not a review of the substance of Customer Data except as necessary for these purposes or as required by law.15.6 Fair Usage Policy
Unless an Order Form or Enterprise Agreement specifies particular volumes or limits, the Services are provided subject to fair and reasonable use. The Company may establish reasonable limits on usage (including on volumes of Inputs, Outputs, storage, compute, API calls, and processing) to protect the availability, performance, security, and integrity of the Services for all Users and to prevent abuse. The Company may apply rate limiting, throttling, or other technical controls, and may contact You to discuss usage that materially exceeds fair and reasonable levels or that adversely affects other Users. Sustained or abusive over-use, or use inconsistent with the applicable plan, may result in additional charges, rate limiting, or, in accordance with Section 21, suspension.15.7 Account suspension in an Organization context
The Company may suspend an Organization Account, or particular Authorized User Accounts within it, in accordance with Section 21, including where necessary to address a security risk, a breach of these Terms, non-payment, or a legal or regulatory requirement. Where practicable, the Company will direct suspension at the narrowest scope necessary.15.8 Government organizations
Where the User is a government organization, additional or varied terms may apply as set out in an Enterprise Agreement, including in relation to procurement, public records, security, and compliance. Nothing in these Terms requires either party to act inconsistently with applicable law governing public bodies.16. Intellectual Property Rights
16.1 Platform IP
As between the parties, the Company and its licensors own and retain all right, title, and interest in and to the Services and the Ecosystem, including the LeXi AI Platform, the Agents, the modules, the software, the models and model configurations, the user interfaces, the underlying technology, the Documentation, and all improvements, enhancements, and derivative works thereof, together with all Intellectual Property Rights in the foregoing. Except for the limited rights of use expressly granted in these Terms, no rights in the Services or the Ecosystem are granted to You.16.2 AI models
The Artificial Intelligence models, model weights, configurations, prompts, pipelines, and related technology used to provide the Services are the Confidential Information and Intellectual Property of the Company or its licensors. You obtain no right in any model or model component and must not attempt to access, extract, copy, or replicate any model, model weights, or model behavior, including by the means prohibited in Section 17.16.3 Prompt and Input ownership
As between the parties, You retain such rights as You have in the Inputs and prompts You submit, as part of Customer Data. You grant the Company the license set out in Section 13.2 to process Inputs in order to provide the Services and generate Outputs. You are responsible for ensuring that You have the necessary rights in Your Inputs.16.4 User Content
User Content is owned by You or Your licensors as set out in Section 13.1. You are responsible for User Content and for ensuring that it does not infringe the rights of any person.16.5 Generated Outputs
Subject to Your compliance with these Terms and payment of applicable fees, and to the rights of third parties and the Company's underlying Intellectual Property Rights, the Company assigns to You, or where assignment is not effective grants You an exclusive (as to the specific expression generated for You), perpetual, worldwide, royalty-free license to use, such right, title, and interest as the Company may have in the specific Output generated for You in response to Your Input, so that You may use that Output for Your lawful purposes. You acknowledge that:
•Outputs are generated probabilistically and similar or identical Outputs may be generated for other users from other inputs, and the Company retains the right to generate, and to permit others to generate, the same or similar Outputs;
•The Company makes no representation or warranty that any Output is original, non-infringing, or protectable by Intellectual Property Rights, and the legal status and ownership of AI-generated content may be uncertain under applicable law; and
•Nothing in this Section 16.5 transfers to You any right in the Services, the models, or any content other than the specific Output. You are responsible for reviewing Outputs for third-party rights before use, consistent with Section 12.
16.6 Feedback
You grant the Company a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable license to use, and to incorporate into the Services and the Company's business, any Feedback You provide, without restriction or obligation to You. Feedback is provided voluntarily and the Company is free to use it without attribution or compensation.16.7 Benchmarks and testing results
Any benchmark, evaluation, testing, or performance results relating to the Services, and the methodologies underlying them, are the Company's Confidential Information and Intellectual Property. You must not publish, disclose, or use any benchmark or performance results relating to the Services, or conduct competitive benchmarking of the Services for publication, without the Company's prior written consent, except to the extent such restriction is prohibited by applicable law. This Section 16.7 does not restrict Your internal evaluation of the Services for Your own procurement purposes.16.8 Documentation
The Documentation is licensed, not sold, and may be used solely to support Your permitted use of the Services. You must not distribute, publish, or create derivative works of the Documentation except as expressly permitted.16.9 Brand and trademarks
"LeXi", "LeXi AI", "LeXi LiTT", "LeXi Desk", "LeXi AI Academy", and related names, logos, and marks are trademarks or service marks of the Company (whether or not registered). Nothing in these Terms grants You any right to use the Company's marks except as expressly permitted in writing or as necessary to identify the Services in the ordinary course of Your permitted use. You must not use, register, or seek to register any confusingly similar name or mark. The Company reserves all rights in its marks and goodwill.16.10 Open source components
The Services may include or interoperate with open source software components, which are licensed under their respective open source licenses. To the extent required by an applicable open source license, the terms of that license apply to the relevant component and, in the event of a conflict with these Terms in respect of that component, prevail. The Company's proprietary Services are not open source, and nothing in these Terms grants any right to treat them as such.16.11 Reservation of rights
All rights not expressly granted in these Terms are reserved by the Company and its licensors. No implied licenses are granted.17. Acceptable Use Policy
17.1 General standard
You must use the Services lawfully, professionally, and in accordance with these Terms and the Documentation. You are responsible for all activity conducted through Your Account and by Your Authorized Users. This Section 17 is the Acceptable Use Policy referred to in these Terms.17.2 Prohibited activities
You must not, and must not permit or enable any Authorized User or third party to, do any of the following in connection with the Services:•Use the Services for any unlawful, fraudulent, deceptive, or malicious purpose, or in violation of any applicable law, regulation, rule of court, or professional or ethical rule;
•Engage in the unauthorized practice of law, hold out the Services or any Output as legal advice from the Company, hold Yourself out as qualified to practice law where You are not, or use the Services in a manner that facilitates any of the foregoing;
•Upload, transmit, or introduce any malware, virus, worm, trojan, ransomware, or other malicious or harmful code, or any material that is designed to disrupt, damage, or gain unauthorized access to any system or data;
•Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, model weights, architecture, or underlying ideas of the Services, except to the extent this restriction is prohibited by applicable law;
•Attempt to extract, reconstruct, or discover any prompt, system prompt, instruction, model, model weight, or training data of the Services (including by so-called prompt extraction or prompt injection), or attempt to cause the Services to reveal their confidential internal instructions or to bypass their safeguards;
•Use any automated means (including scraping, crawling, or bots) to access, extract, or harvest data or Outputs from the Services, or to replicate, distill, or train any competing model or service, except through interfaces and on terms expressly authorized by the Company;
•Probe, scan, or test the vulnerability of the Services, or breach, circumvent, or attempt to circumvent any security or authentication measure, or interfere with or disrupt the integrity or performance of the Services, except pursuant to a security testing arrangement expressly authorized by the Company in writing;
•Misuse or abuse the Artificial Intelligence, including by attempting to generate unlawful content, to cause the Services to produce content that infringes the rights of others, or to use the Services to generate content for the purpose of deceiving, defrauding, or harming others;
•Use the Services to harass, threaten, defame, abuse, or harm any person, or to generate or disseminate content that is unlawful, defamatory, obscene, or that incites or facilitates harm;
•Infringe or misappropriate the Intellectual Property Rights, privacy rights, confidentiality rights, or other rights of any person, including by uploading material You are not permitted to upload or by using Outputs in an infringing manner;
•Use the Services to send spam or unsolicited communications, or to engage in phishing or social engineering;
•Share, sell, rent, lease, sublicense, or otherwise transfer or make available Your Account, credentials, Seats, or access to the Services to any unauthorized person, or resell the Services except as expressly authorized in writing;
•Exceed or attempt to circumvent Seat limits, usage limits, rate limits, or the Fair Usage Policy, or use technical means to obtain access or capacity beyond that which You are licensed;
•Remove, obscure, or alter any proprietary notice, or misrepresent Your identity or affiliation, or impersonate any person;
•Use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party's use of the Services; or
•Use the Services in breach of any applicable export control, sanctions, or trade law, as set out in Section 26.
17.3 No unauthorized professional use
The Services are tools for use by their intended Users. They do not authorize, and must not be used to enable, any person to provide legal services who is not duly qualified and authorized to do so, or to circumvent any regulatory requirement applicable to the provision of legal services.17.4 Enforcement
The Company may investigate suspected violations of this Section 17. Without limiting its other rights, the Company may, in accordance with Section 21, remove or disable access to offending content, suspend or terminate Accounts or access, and take such other action as it considers appropriate, including reporting unlawful activity to competent authorities. Where practicable and consistent with legal and security requirements, the Company will notify You of action taken and, where the violation is capable of remedy and the circumstances permit, may allow an opportunity to remedy it. The Company is not obliged to monitor use of the Services but may do so to the extent permitted by law.17.5 Your compliance obligations
You must promptly notify the Company if You become aware of any violation of this Section 17 in connection with Your Account, and must cooperate with the Company to stop and remedy the violation.18. Subscriptions, Fees, Billing, and Payment
18.1 Plans
The Services are offered on a range of plans, which may include monthly plans, annual plans, enterprise contracts, Institution plans, and per-Seat licenses, as well as free plans and trials. The features, usage limits, Seat entitlements, and fees applicable to a plan are as set out in the applicable Order Form, plan description, or Enterprise Agreement. The Company may offer, modify, or withdraw plans from time to time.18.2 Fees
You agree to pay all fees for the Services in accordance with the applicable Order Form or plan. Except as expressly stated in these Terms or required by applicable law, all fees are non-cancelable and non-refundable once the applicable period has commenced. Fees are stated exclusive of taxes unless otherwise indicated.18.3 Billing and payment
Fees are billed in advance on the billing cycle applicable to Your plan (for example, monthly or annually) unless otherwise stated in an Order Form. You authorize the Company (and its payment processors) to charge Your designated payment method for all fees when due. You must provide accurate and complete billing information and keep it current. If a payment is not received when due, the Company may, without prejudice to its other rights, charge interest on overdue amounts at the rate permitted by applicable law, suspend the Services in accordance with Section 21, or both.18.4 Taxes
You are responsible for all taxes, duties, levies, and similar charges (including goods and services tax, value added tax, sales tax, and withholding tax) associated with Your purchase of the Services, other than taxes based on the Company's net income. Where the Company is required to collect such taxes, they will be added to the fees. Where You are required to withhold tax, You must pay the fees net of such withholding only if permitted, and otherwise gross up the payment so that the Company receives the full amount due, in each case as required by and in accordance with applicable law.18.5 Renewals
Unless otherwise stated in an Order Form or Enterprise Agreement, Subscriptions renew automatically at the end of each term for a further term of the same length, at the then-current fees, unless either party gives notice of non-renewal before the end of the then-current term in the manner and within the notice period specified in the applicable plan or Order Form (or, absent a specified period, at least thirty (30) days before the end of an annual term or before the end of the then-current period for a monthly term). By subscribing, You authorize the Company to charge the applicable renewal fees using Your payment method on file unless and until You cancel or give notice of non-renewal.18.6 Termination of subscription and cancellation
You may cancel Your Subscription or decline renewal in the manner provided through the Services or the applicable Order Form. Unless otherwise required by law, cancellation takes effect at the end of the then-current billing period, and You will retain access until then. Cancellation does not entitle You to a refund of fees already paid for the current period except as set out in Section 18.7 or as required by law.18.7 Refunds
Except where required by applicable law, or where expressly provided in an Order Form or Enterprise Agreement, fees are non-refundable, and there are no refunds or credits for partially used periods, unused Seats, or downgrades. Any statutory rights You have to cancel or obtain a refund as a consumer are not affected by this Section 18.7.18.8 Price changes
The Company may change its fees and introduce new charges from time to time. For Subscriptions with a fixed committed term, price changes take effect on renewal. The Company will provide reasonable advance notice of any increase in recurring fees that will apply on renewal. If You do not agree to a price change that will apply on renewal, You may decline to renew in accordance with Section 18.5. For usage-based or overage charges, the applicable rates are as set out in the Order Form or plan and may be updated on reasonable notice.18.9 Enterprise and Institution billing
Enterprise contracts and Institution plans may provide for invoicing, purchase orders, and payment terms as set out in the applicable Order Form or Enterprise Agreement, which prevail over this Section 18 to the extent of any conflict. Unless otherwise agreed, invoiced amounts are due within thirty (30) days of the invoice date.18.10 Suspension for non-payment
Without prejudice to Section 21, the Company may suspend access to the Services if any undisputed fee is overdue, provided that, for enterprise and Institution customers, the Company will give reasonable prior notice and an opportunity to cure before suspending for non-payment.19. Trials, Beta Features, and Early Access
19.1 Trials and free plans
The Company may offer free trials or free plans. Unless otherwise stated, trials and free plans are provided "as is" and "as available", without warranty, and may be modified, limited, or discontinued at any time. At the end of a trial, unless You subscribe to a paid plan, Your access may cease and associated Customer Data may be deleted in accordance with Section 13.8 and the Privacy Policy. Where a trial converts automatically to a paid Subscription, this will be disclosed at sign-up and You may cancel before conversion as described at that time.19.2 Beta Features
The Company may make Beta Features available. Beta Features are provided for evaluation, are pre-release, and may be incomplete, may contain errors, may not perform as intended, and may be changed or withdrawn at any time. Beta Features are provided "as is" and "as available", without any warranty of any kind, and are excluded from any service level commitment, support obligation, and indemnity, except to the extent expressly stated otherwise in writing. The Company's total liability in respect of Beta Features is subject to Section 23 and, to the maximum extent permitted by law, the Company shall have no liability arising out of or in connection with Beta Features. You use Beta Features at Your own risk and should not use them with critical data or for critical purposes.19.3 Feedback on Beta Features
Where You use Beta Features, You are encouraged to provide Feedback, which is subject to Section 16.6. The Company may use Beta Features to test, evaluate, and improve the Services.19.4 Transition of Beta Features
The Company is under no obligation to make any Beta Feature generally available and may do so, or decline to do so, in its discretion. Where a Beta Feature becomes generally available, its terms of use may change and it will be governed by these Terms as part of the Ecosystem.20. Third-Party Services, Integrations, and APIs
20.1 Third-party services
The Services may interoperate with, link to, or allow You to connect third-party products, services, content, or systems ("Third-Party Services"). Third-Party Services are provided by their respective providers and are governed by those providers' terms and privacy policies. The Company does not control, endorse, or assume responsibility for any Third-Party Service, and Your use of a Third-Party Service is at Your own risk and subject to Your agreement with the relevant provider.20.2 Integrations
Where You enable an integration between the Services and a Third-Party Service, You authorize the exchange of data between them as necessary for the integration to function. You are responsible for Your use of integrations and for ensuring that You are permitted to connect and share data with the relevant Third-Party Service. The Company is not responsible for the acts, omissions, availability, security, or data practices of any Third-Party Service, or for any loss arising from an integration, except to the extent caused by the Company's breach of these Terms.20.3 APIs and developer use
Where the Company makes an API available, Your use of the API is subject to these Terms, any API-specific Documentation and Supplemental Terms, and any applicable rate limits and usage restrictions. You must:
•Use the API only as expressly permitted and only through credentials issued to You;
•Keep API credentials secure;
•Not use the API to build a product or service that competes with the Services, or to circumvent usage limits or fees; and
•Comply with the Acceptable Use Policy in Section 17. The Company may monitor API use to ensure compliance and quality of service, and may modify, deprecate, throttle, suspend, or discontinue the API or any API feature, or change rate limits, in each case on reasonable notice where practicable, and immediately where necessary for security, legal, or operational reasons.
20.4 Customer-connected sources
Where You connect Your own data sources, repositories, or knowledge bases to the Services, You represent that You are permitted to do so and to allow the Services to access and process the connected materials, which then form part of Customer Data for the purposes of these Terms. Outputs derived from connected sources remain subject to Section 6 and Section 12.21. Suspension, Term, and Termination
21.1 Suspension
The Company may suspend Your access to all or part of the Services, immediately and without liability, where:
•Required by law or by a competent authority;
•Necessary to protect the security, integrity, or availability of the Services or the data of the Company, its Users, or third parties;
•You are in material breach of these Terms (including the Acceptable Use Policy) or fail to pay undisputed fees when due;
•The Company reasonably suspects fraud, unlawful activity, or misuse in connection with Your Account; or
•Continued provision would expose the Company to legal, regulatory, or reputational risk. The Company will use reasonable efforts to limit any suspension to the extent and duration necessary and, where practicable and lawful, to notify You. Suspension does not relieve You of Your payment obligations for the suspended period unless the suspension is due to the Company's fault.
21.2 Term
These Terms take effect on the Effective Date and continue until terminated in accordance with this Section 21 or, where a Subscription term is specified in an Order Form or Enterprise Agreement, until the end of that term unless earlier terminated or renewed (the "Term").21.3 Termination by You
You may terminate these Terms by ceasing to use the Services and closing Your Account, subject to any committed Subscription term in an Order Form or Enterprise Agreement. Termination does not entitle You to a refund except as provided in Section 18 or as required by law. You may also terminate for the Company's material breach that remains uncured thirty (30) days after written notice.21.4 Termination by the Company
The Company may terminate these Terms or Your access to the Services:
•For Your material breach of these Terms that is not cured within thirty (30) days after written notice (or immediately, where the breach is incapable of cure or where required for legal, security, or Acceptable Use reasons);
•On notice, if You fail to pay undisputed fees when due and such failure continues after the notice period in Section 18;
•Immediately, if required by law or if continued provision would be unlawful; or
•For a free plan, trial, or Beta Feature, at any time on reasonable notice. The Company may also cease to provide the Services generally, or a particular module or feature, on reasonable notice, in which case, for a paid Subscription materially affected during a committed term, the Company will refund any prepaid fees for the terminated portion of the Term on a pro-rata basis as Your sole and exclusive remedy, save as otherwise provided in an Enterprise Agreement.
21.5 Effect of termination
On termination or expiry:
•Your right to access and use the Services ceases;
•Each party must, on request, return or destroy the other's Confidential Information in its possession, subject to routine backups and legal retention requirements;
•Accrued rights and liabilities, and any amounts owing, are unaffected; and
•Customer Data will be handled in accordance with Section 13.7 to Section 13.10 and the Privacy Policy. You are responsible for exporting Customer Data You wish to retain before termination or expiry.
21.6 Survival
Any provision of these Terms that by its nature should survive termination survives, including Sections 1, 6.2, 12, 13.1, 13.5, 13.6, 16, 17, 18 (as to accrued amounts), 21.5, 21.6, 22, 23, 24, 26, 27, 28, 29, and 30.22. Disclaimers of Warranties
22.1 Services provided "as is"
Except as expressly and specifically stated in these Terms or in an Enterprise Agreement, and to the maximum extent permitted by applicable law, the Services, the Platform, the Agents, each Module, all Outputs, the Documentation, and all related materials are provided "as is" and "as available", with all faults, and without warranties, conditions, representations, or terms of any kind, whether express, implied, statutory, or otherwise.22.2 Disclaimer of implied warranties
To the maximum extent permitted by applicable law, the Company, on its own behalf and on behalf of its Affiliates, licensors, and suppliers, expressly disclaims all implied warranties, conditions, and terms, including any implied warranty, condition, or term of merchantability, satisfactory quality, fitness for a particular purpose, title, quiet enjoyment, accuracy, and non-infringement, and any warranty arising from course of dealing, course of performance, usage, or trade practice. No advice or information, whether oral or written, obtained from the Company or through the Services creates any warranty not expressly stated in these Terms.22.3 No warranty as to Outputs or legal correctness
Without limiting Section 12, the Company does not warrant, represent, or guarantee that any Output is accurate, complete, current, reliable, original, non-infringing, legally sufficient, admissible, fit for filing or submission, or suitable for any particular purpose, or that any Output reflects the current state of the law in any jurisdiction. You acknowledge that Outputs are generated by artificial intelligence, are probabilistic in nature, and must be independently verified and reviewed by a suitably qualified human before any reliance or use. All disclaimers in Section 12 apply in full to this Section 22 and prevail in the event of any inconsistency.22.4 No warranty of uninterrupted or error-free operation
The Company does not warrant that the Services will be uninterrupted, timely, secure, or error-free; that defects will be corrected; that the Services or the servers or networks that make them available are free of harmful components; or that the Services will meet Your requirements or expectations or operate in combination with any hardware, software, system, or data not provided by the Company. Except where an Enterprise Agreement contains an express service level commitment, the Services are provided without any guarantee of availability, uptime, or performance.22.5 Third-Party Services and connected materials
The Company makes no warranty in respect of any Third-Party Service, integration, or customer-connected source, and disclaims all liability arising from them, as set out in Section 20. Your use of any Third-Party Service is governed solely by the terms of the relevant provider.22.6 Trials, free plans, and Beta Features
Trials, free plans, evaluation access, and Beta Features are provided "as is" and "as available" without any warranty of any kind, as set out in Section 19, and are excluded from any warranty or service commitment that might otherwise apply.22.7 Preservation of non-excludable rights
Nothing in these Terms excludes, restricts, or modifies any guarantee, warranty, condition, right, or remedy that You have under applicable law and that cannot lawfully be excluded, restricted, or modified. Where applicable law confers rights or implies warranties, conditions, or terms that cannot be excluded but permits a supplier to limit its liability for their breach, the Company's liability is limited, at the Company's option, to the remedies permitted by that law and, in respect of Services, to the extent lawful, to the re-supply of the Services or the payment of the cost of having the Services re-supplied. Some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain rights, so some of the exclusions in this Section 22 may not apply to You in full; in that case, the exclusions apply to the maximum extent permitted by applicable law.22.8 Allocation of risk
You acknowledge that the disclaimers in this Section 22, together with the limitations of liability in Section 23, reflect a reasonable and agreed allocation of risk between You and the Company, form an essential basis of the bargain between the parties, and are reflected in the pricing of the Services. The Company would not provide the Services on an economically reasonable basis without these disclaimers and limitations.23. Limitation of Liability
23.1 Exclusion of indirect and certain other losses
To the maximum extent permitted by applicable law, neither the Company nor its Affiliates, licensors, or suppliers will be liable to You or to any third party for any indirect, incidental, special, exemplary, punitive, or consequential loss or damage of any kind, or for any loss of profits, loss of revenue, loss of anticipated savings, loss of business, loss of opportunity, loss of goodwill or reputation, loss of, corruption of, or damage to data, or cost of procurement of substitute goods or services, in each case whether arising in contract, tort (including negligence), breach of statutory duty, indemnity, or otherwise, and whether or not the Company was advised of, knew of, or should have known of the possibility of such loss or damage, and even if a remedy fails of its essential purpose.23.2 Cap on aggregate liability
To the maximum extent permitted by applicable law, the total aggregate liability of the Company and its Affiliates, licensors, and suppliers arising out of or in connection with these Terms and the Services, whether arising in contract, tort (including negligence), breach of statutory duty, indemnity, or otherwise, will not exceed the greater of:
•The total fees actually paid by You to the Company for the Services giving rise to the liability in the twelve (12) month period immediately preceding the first event giving rise to the liability; and
•Five thousand Indian Rupees (INR 5,000) or its equivalent. Where You use the Services under a free plan, trial, or Beta Feature and have paid no fees, the aggregate liability of the Company and its Affiliates, licensors, and suppliers will not exceed five thousand Indian Rupees (INR 5,000) or its equivalent.
23.3 Single cap across all claims
The cap in Section 23.2 is an aggregate cap across all claims and causes of action arising out of or in connection with these Terms and the Services. The existence of more than one claim, or of claims by more than one User within an Organization, does not increase the cap. Amounts paid by the Company to You or to any User within Your Organization in respect of any claim reduce the remaining amount available under the cap.23.4 No liability for reliance on Outputs or for verification failures
Without limiting Section 12 or Section 22, and to the maximum extent permitted by applicable law, the Company will have no liability for any loss or damage arising out of or in connection with:
•Any Output, including any inaccurate, incomplete, outdated, fabricated, non-compliant, or infringing Output;
•Any reliance placed on any Output without independent verification and professional review;
•Any decision, filing, submission, advice, or action taken or not taken on the basis of any Output;
•Any failure by You or Your Users to review, verify, or supervise Outputs as required by these Terms; or
•Any consequence of Your selection of an incorrect jurisdiction, module, or configuration. Responsibility for the use of Outputs rests entirely with You and Your Users.
23.5 Beta Features
To the maximum extent permitted by applicable law, the Company will have no liability of any kind arising out of or in connection with Beta Features, trials, free plans, or evaluation access.23.6 Exceptions to the limitations
Nothing in these Terms limits or excludes:
•Any liability that cannot be limited or excluded by applicable law;
•Liability for death or personal injury caused by a party's negligence;
•Liability for fraud or fraudulent misrepresentation;
•Your obligation to pay fees properly due under Section 18;
•Either party's liability for infringement of the other party's Intellectual Property Rights, or for a breach of the Acceptable Use Policy in Section 17;
•Your indemnification obligations under Section 24; or
•Either party's liability for a breach of its confidentiality obligations under Section 13.6, or for a breach by a party of its obligations relating to the other party's Confidential Information. Where a jurisdiction does not permit any of the exclusions or limitations in this Section 23, those exclusions or limitations apply to the maximum extent permitted by applicable law in that jurisdiction, and the remaining exclusions and limitations continue to apply.
23.7 Time limit for claims
To the extent permitted by applicable law, any claim arising out of or in connection with these Terms or the Services must be brought within twelve (12) months after the date on which the party bringing the claim became aware, or ought reasonably to have become aware, of the facts giving rise to the claim, failing which the claim is permanently barred. This Section 23.7 does not apply where applicable law prohibits the shortening of the relevant limitation period.23.8 Basis of the bargain
The limitations of liability in this Section 23, together with the disclaimers in Section 22, are fundamental elements of the basis of the bargain between You and the Company, are reasonable having regard to the nature of the Services and the fees payable, and reflect an agreed allocation of risk. These limitations apply notwithstanding any failure of essential purpose of any limited remedy.24. Indemnification
24.1 Indemnification by You
To the maximum extent permitted by applicable law, You will defend, indemnify, and hold harmless the Company and its Affiliates, and their respective officers, directors, employees, agents, licensors, and suppliers (the "Company Indemnified Parties"), from and against any and all third-party claims, demands, actions, investigations, and proceedings, and all resulting losses, damages, liabilities, penalties, fines, settlements, costs, and expenses (including reasonable legal fees), arising out of or in connection with:
•Customer Data, Input, or any material or data that You or Your Users upload, submit, generate, store, transmit, or make available through the Services, including any claim that it infringes or misappropriates any Intellectual Property Right, violates any privacy, publicity, or data protection right, or is unlawful, defamatory, or harmful;
•Your or Your Users' use of the Services or any Output, including any decision, filing, submission, advice, representation, or action taken or omitted in reliance on any Output, and any failure to independently verify and review Outputs;
•Your or Your Users' breach or alleged breach of these Terms, including the Acceptable Use Policy in Section 17;
•Your or Your Users' violation of any applicable law or of any rights of a third party, including any unauthorized practice of law or breach of professional, regulatory, or ethical obligations;
•Any dispute between You and any of Your Users, clients, students, or personnel, or between You and any Authorized User within Your Organization; and
•Your selection of jurisdiction, module, or configuration, and any consequence of that selection.
24.2 Indemnification by the Company
Subject to Sections 24.3 to 24.6 and to the limitations in Section 23, the Company will defend You against any third-party claim alleging that the Services, as provided by the Company and used by You in accordance with these Terms, directly infringe a copyright, a registered trademark, or a patent enforceable in the Territory in which the Services are provided, and will indemnify You against damages and reasonable legal costs finally awarded against You by a court of competent jurisdiction, or agreed in settlement by the Company, in respect of such claim. This Section 24.2 states the Company's entire liability, and Your sole and exclusive remedy, in respect of any claim of infringement or misappropriation of Intellectual Property Rights by the Services.24.3 Exclusions from the Company's indemnity
The Company has no obligation or liability under Section 24.2 to the extent a claim arises out of or relates to:
•Customer Data, Input, or any material provided, uploaded, or connected by You or Your Users;
•Any Output, or any use of, reliance on, or distribution of any Output;
•Any modification of the Services by any person other than the Company, or any combination, operation, or use of the Services with any hardware, software, data, service, or system not provided by the Company, where the claim would have been avoided but for such modification or combination;
•Use of the Services other than in accordance with these Terms, the Documentation, or applicable law, or after the Company has notified You to cease such use;
•Any Third-Party Service, integration, open-source component, or customer-connected source;
•Trials, free plans, evaluation access, or Beta Features;
•Your continued use of an allegedly infringing version of the Services after the Company has made available a non-infringing or modified version; or
•Compliance by the Company with designs, specifications, or instructions provided by You.
24.4 Mitigation of infringement claims
If the Services become, or in the Company's reasonable opinion are likely to become, the subject of a claim under Section 24.2, the Company may, at its option and expense:
•Procure for You the right to continue using the affected Services;
•Modify or replace the affected Services so that they become non-infringing while remaining materially equivalent in functionality; or
•If neither
•Nor
•Is reasonably available on commercially reasonable terms, terminate Your access to the affected Services and refund any prepaid fees for the terminated portion of the Term on a pro-rata basis. This Section 24.4 states the Company's sole obligation, and Your sole and exclusive remedy, in respect of any actual or potential infringement claim relating to the Services.
24.5 Indemnification procedure
The party seeking indemnification (the "Indemnified Party") must:
•Promptly notify the other party (the "Indemnifying Party") in writing of the claim, provided that a failure or delay in notification relieves the Indemnifying Party of its obligations only to the extent it is materially prejudiced by the failure or delay;
•Give the Indemnifying Party sole control of the defense and settlement of the claim, provided that the Indemnifying Party may not agree to any settlement that imposes any non-monetary obligation on, admits any liability of, or does not fully release, the Indemnified Party without the Indemnified Party's prior written consent, not to be unreasonably withheld; and
•Provide reasonable cooperation, at the Indemnifying Party's expense for reasonable out-of-pocket costs. The Indemnified Party may participate in the defense at its own cost using counsel of its own choosing.
24.6 Sole remedy
The indemnities in this Section 24 are subject to the limitations of liability in Section 23, except to the extent Section 23.6 provides otherwise. The remedies in this Section 24 are the sole and exclusive remedies of the parties in respect of the matters they cover.25. Force Majeure
25.1 Force majeure events
Neither party will be liable for any failure or delay in performing its obligations under these Terms (other than an obligation to pay amounts due) to the extent that the failure or delay is caused by an event beyond that party's reasonable control, including acts of God, natural disasters, fire, flood, earthquake, epidemic, pandemic, or public health emergency, war, armed conflict, terrorism, civil unrest, riot, act of government or regulatory authority, change in law, embargo, sanctions, strike, labor dispute, failure or interruption of utilities, internet, telecommunications, hosting, or cloud infrastructure not within that party's control, denial-of-service or other malicious attack, or failure of a supplier or subcontractor caused by any of the foregoing (a "Force Majeure Event").25.2 Consequences
The affected party will:
•Use reasonable efforts to notify the other party of the Force Majeure Event and its expected effect and duration;
•Use reasonable efforts to mitigate the effect of the Force Majeure Event and to resume performance; and
•Be excused from performance of the affected obligations for the duration of the Force Majeure Event. If a Force Majeure Event continues for a continuous period exceeding sixty (60) days and materially affects the provision of the Services, either party may terminate the affected Services on written notice, in which case the Company will refund any prepaid fees for the terminated and unused portion of the Term on a pro-rata basis, as Your sole and exclusive remedy in respect of the Force Majeure Event.
26. Export Controls, Sanctions, and Trade Compliance
26.1 Compliance obligation
The Services, and any software, technology, or technical data made available through them, may be subject to export control, economic sanctions, and trade laws of India and of other jurisdictions that may apply. You must comply with all such applicable laws in Your access to and use of the Services.26.2 Representations and restrictions
You represent, warrant, and undertake that:
•You are not located in, ordinarily resident in, or organized under the laws of, and You will not access or use the Services from, any country or territory that is the subject of comprehensive trade sanctions or embargoes;
•You are not, and are not owned or controlled by, and are not acting on behalf of, any person that is the subject of any sanctions, or that is listed on any applicable restricted, denied, or sanctioned party list; and
•You will not, directly or indirectly, export, re-export, transfer, or make available the Services, or any Output, software, or technology obtained through the Services, to any prohibited person, destination, or end use, including any use connected with the development or proliferation of weapons or other restricted end uses, in breach of applicable export control or sanctions laws.
26.3 Suspension and termination
Without limiting Section 21, the Company may suspend or terminate Your access to the Services immediately and without liability if the Company reasonably determines that continued provision would, or would be likely to, breach any export control, sanctions, or trade law, or if You breach this Section 26. This Section 26 survives termination.27. Compliance with Laws; Anti-Bribery and Anti-Corruption
27.1 General compliance
Each party will comply with all laws, regulations, and regulatory requirements applicable to it in connection with these Terms and its performance under them. You are solely responsible for ensuring that Your access to and use of the Services, and Your use of any Output, complies with all laws, regulations, and professional, ethical, and regulatory obligations applicable to You, including those governing the practice of law, legal services, advertising of legal services, data protection, and confidentiality in each jurisdiction in which You operate.27.2 Anti-bribery and anti-corruption
Each party will comply with all applicable anti-bribery and anti-corruption laws, including, as applicable, the Prevention of Corruption Act, 1988 (India) and any other applicable anti-corruption or anti-bribery laws to which a party is subject. Neither party will, directly or indirectly, offer, promise, give, request, agree to receive, or accept any bribe, kickback, or other improper financial or other advantage in connection with these Terms, and each party will maintain adequate policies and procedures designed to prevent such conduct.27.3 Anti-money laundering and sanctions
Each party will comply with all applicable anti-money laundering and counter-terrorist financing laws. Neither party will use the Services, or any payment made under these Terms, to launder money, finance terrorism, or facilitate any transaction that is unlawful under applicable law.27.4 Cooperation and audit for compliance
Each party will provide the other with reasonable cooperation and information, to the extent lawful and subject to confidentiality, as reasonably necessary to demonstrate compliance with this Section 27. This Section 27 survives termination.28. Governing Law, Jurisdiction, and Dispute Resolution
28.1 Governing law of these Terms
These Terms, and any dispute, claim, or obligation (whether contractual or non-contractual) arising out of or in connection with these Terms, their subject matter, or their formation, are governed by and construed in accordance with the laws of India, without regard to any conflict-of-laws principle that would apply the law of another jurisdiction. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.28.2 Relationship between governing law and jurisdictional scope of the Services
You acknowledge and agree that the governing law of these Terms, as stated in Section 28.1, is distinct from, and must not be confused with, the substantive law of any jurisdiction that an Output may address or that a Module may support. In particular, and without limiting Section 9 or Section 11:
•The fact that these Terms are governed by the laws of India does not mean that Outputs are limited to, or suitable for, Indian law;
•LeXi Desk may generate contract-related Outputs referable to the laws of India, England and Wales (or the United Kingdom, where applicable), or the United States, depending on the jurisdiction You select; and
•The choice of Indian law to govern these Terms does not determine, expand, or restrict the jurisdictional scope of any Module or Output. You remain solely responsible for selecting the appropriate jurisdiction for Your use and for ensuring that any Output is reviewed under the law that actually governs Your matter.
28.3 Good-faith resolution
Before commencing formal proceedings, the parties will attempt in good faith to resolve any dispute, claim, or difference arising out of or in connection with these Terms through negotiation. Either party may initiate this process by written notice to the other describing the dispute in reasonable detail. If the dispute is not resolved within thirty (30) days after that notice, either party may proceed in accordance with Section 28.4. This Section 28.3 does not prevent either party from seeking urgent interim or injunctive relief at any time under Section 28.6.28.4 Arbitration
Subject to Section 28.3 and Section 28.6, any dispute, claim, or difference arising out of or in connection with these Terms, including any question regarding its existence, validity, interpretation, breach, or termination, that is not resolved through negotiation will be finally resolved by arbitration seated in New Delhi, India, and conducted in accordance with the Arbitration and Conciliation Act, 1996, as amended, and the rules made under it, which are deemed incorporated by reference into this Section 28.4. The arbitral tribunal will consist of a sole arbitrator appointed in accordance with that Act, save that where the parties agree, or the value or complexity of the dispute reasonably warrants, the tribunal may consist of three arbitrators. The language of the arbitration will be English. The seat and venue of arbitration will be New Delhi, India. The award of the tribunal will be final and binding on the parties, and judgment on the award may be entered in any court of competent jurisdiction. Each party will bear its own costs of the arbitration unless the tribunal directs otherwise. This Section 28.4 does not apply to the extent that a dispute is not capable of settlement by arbitration under applicable law.28.5 Courts
Subject to the arbitration agreement in Section 28.4, the courts at New Delhi, India, will have exclusive jurisdiction to settle any dispute, claim, or matter arising out of or in connection with these Terms that is not required to be referred to arbitration, including any application in support of or in connection with arbitration and any matter not capable of settlement by arbitration. You irrevocably submit to the jurisdiction of those courts and waive any objection to proceedings in those courts on the ground of venue or inconvenient forum.28.6 Injunctive and interim relief
Notwithstanding Sections 28.3 to 28.5, either party may at any time seek interim, urgent, or injunctive relief, or any equivalent equitable remedy, from any court of competent jurisdiction to protect its Intellectual Property Rights, Confidential Information, or data, or to prevent or restrain any actual or threatened breach of Section 13, Section 16, or Section 17, and the seeking of such relief will not be treated as a waiver of the arbitration agreement in Section 28.4.28.7 Enterprise Agreements and international customers
The Company and a Customer may agree, in an Enterprise Agreement, to a different governing law, seat or venue of arbitration, arbitral rules, or forum for the resolution of disputes, including to accommodate the requirements of an enterprise, institutional, or government customer, or of an international customer using LeXi Desk in respect of a jurisdiction other than India. Where an Enterprise Agreement contains such terms, those terms prevail over this Section 28 to the extent of any conflict, in accordance with the order of precedence in Section 2.4.28.8 No class or representative proceedings
To the maximum extent permitted by applicable law, each party may bring claims against the other only in its individual capacity, and not as a claimant or class member in any purported class, collective, consolidated, or representative proceeding. This Section 28.8 does not apply where prohibited by applicable law.28.9 Consumer protections
Nothing in this Section 28 deprives You of the protection of any mandatory provision of consumer protection or other law of Your place of residence that cannot be derogated from by agreement, and nothing in this Section 28 limits any statutory right You may have to bring proceedings, or to require proceedings to be brought, in a particular forum where that right cannot lawfully be excluded.29. General Provisions
29.1 Entire agreement
These Terms, together with the Privacy Policy, any applicable Supplemental Terms, any Order Form, any Documentation expressly incorporated, and any Enterprise Agreement, constitute the entire agreement between You and the Company in respect of their subject matter and supersede all prior and contemporaneous agreements, understandings, representations, and communications, whether oral or written, in respect of that subject matter, including any prior version of the Terms of Service. Except for any fraudulent misrepresentation, each party agrees that it has not relied on, and has no remedy in respect of, any statement, representation, assurance, or warranty that is not expressly set out in these Terms or the documents referred to in this Section 29.1.29.2 Order of precedence
In the event of any conflict or inconsistency between the documents comprising the agreement between the parties, the order of precedence in Section 2.4 applies, subject always to Section 2.4 and Section 12.12, under which the disclaimers in Section 12 prevail over any inconsistent provision.29.3 Assignment
You may not assign, novate, transfer, charge, subcontract, or otherwise deal in any of Your rights or obligations under these Terms, in whole or in part, without the Company's prior written consent, and any purported assignment or transfer in breach of this Section 29.3 is void. The Company may assign, novate, or transfer its rights and obligations under these Terms, in whole or in part, without Your consent:
•To an Affiliate; or
•In connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or of the business to which these Terms relate, provided that the assignee agrees to be bound by these Terms. These Terms bind and benefit the parties and their respective permitted successors and assigns.