These Terms of Service (“Terms”) are a binding agreement between CounselGuard (“CounselGuard,” “we,” “us”) and the individual or entity that registers an account or otherwise uses the CounselGuard service (“Customer,” “you”). By creating an account, deploying the desktop agent or Chrome extension, or otherwise accessing the Service, you agree to these Terms. If you do not agree, you must not use the Service.
If you are accepting these Terms on behalf of a law firm, company, or other organization, you represent that you have authority to bind that organization to these Terms, and “Customer” refers to that organization.
1. Definitions
- “Service” means the CounselGuard web dashboard, APIs, desktop agent, Chrome extension, and related software and content provided by us.
- “Customer Data” means data submitted to the Service by Customer or its End Users, including activity records, transcripts, policies, and compliance artifacts.
- “End User” means an employee, contractor, or other individual authorized by Customer to use the Service.
- “Documentation” means the user-facing documentation we make available for the Service.
2. The service
CounselGuard provides software that helps law firms monitor, analyze, and document End Users’ use of artificial-intelligence tools for the purpose of compliance with professional-responsibility obligations and firm policies. We may update, modify, or discontinue features of the Service at any time without liability, provided we will not materially decrease the overall functionality of a paid subscription during its then-current term.
3. Accounts and access
Customer is responsible for: (a) provisioning End User accounts; (b) maintaining the confidentiality of credentials and API keys; (c) all activity that occurs under those credentials; and (d) ensuring End Users comply with these Terms. Customer must promptly notify us of any unauthorized access. We may suspend any account engaged in activity that we reasonably believe violates these Terms or threatens the integrity, security, or availability of the Service.
4. Customer responsibilities and lawful use
Customer is solely responsible for: (a) the lawfulness of its deployment of the Service to End Users, including providing any notices and obtaining any consents required by applicable law (such as employee-monitoring notices); (b) the accuracy and content of Customer Data; (c) configuring the AI Tool Registry, retention period, and access controls appropriately for its jurisdiction and obligations; and (d) any decisions Customer makes in reliance on the Service.
The Service is a compliance support tool, not legal advice. CounselGuard does not provide legal advice, and outputs of the Service (including AI-generated summaries, risk levels, and policy suggestions) are informational only. Customer remains responsible for its own legal and ethical obligations.
5. Acceptable use
You agree not to, and not to permit any End User or third party to:
- Use the Service in violation of applicable law or for any purpose not permitted by these Terms;
- Reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent expressly permitted by law;
- Resell, sublicense, lease, time-share, or otherwise commercially exploit the Service except as expressly permitted;
- Interfere with, disrupt, or attempt to gain unauthorized access to the Service, other Customers’ data, or related systems or networks;
- Use the Service to build or train a competing product;
- Upload material that infringes third-party rights, contains malware, or violates the privacy or publicity rights of any individual not subject to monitoring under applicable law.
6. Customer Data and privacy
As between the parties, Customer owns Customer Data. Customer grants us a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, and process Customer Data solely as necessary to provide and improve the Service, prevent abuse, and comply with law. We will not use Customer Data to train AI models or for advertising. Our handling of personal data is described in our Privacy Policy.
Where Customer is subject to GDPR, UK GDPR, or similar laws, the parties’ data-processing roles and safeguards are governed by our Data Processing Addendum, which is incorporated into these Terms when Customer executes it. Customer is responsible for the accuracy of personal data it submits and the lawfulness of submitting it.
7. Confidentiality
Each party may disclose to the other (the “Recipient”) information that is marked confidential or that should reasonably be understood to be confidential (“Confidential Information”). Recipient will (a) use Confidential Information only to perform under these Terms, (b) protect it using at least the same degree of care it uses to protect its own confidential information of similar sensitivity (and in no event less than reasonable care), and (c) not disclose it except to its personnel and advisors with a need to know who are bound by confidentiality obligations. Customer Data is the Confidential Information of Customer.
8. Intellectual property
CounselGuard and its licensors retain all right, title, and interest in and to the Service, including all software, models, designs, and Documentation, and all related intellectual property rights. Subject to these Terms, we grant Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Term to access and use the Service for Customer’s internal business purposes. We may use anonymized and aggregated data derived from use of the Service to operate, secure, and improve our products, provided such data does not identify any Customer or individual.
Feedback. If Customer provides suggestions, ideas, or feedback about the Service, Customer grants us a perpetual, irrevocable, royalty-free license to use it without restriction.
9. Fees and payment
Fees, billing frequency, and payment terms for paid subscriptions are set out in the order form, signup flow, or pricing page applicable to Customer’s plan. Unless otherwise stated, fees are non-refundable, exclusive of taxes, and payable in U.S. dollars. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Free trials, free tiers, or evaluation accounts may be modified or terminated at our discretion.
10. Term and termination
These Terms remain in effect while Customer has an account or active subscription (the “Term”). Either party may terminate for the other’s material breach if the breach is not cured within 30 days of written notice. We may suspend or terminate immediately if Customer’s use of the Service poses a security risk, violates law, or materially threatens our systems or other customers.
Upon termination: (a) Customer’s right to access the Service ends; (b) we will make Customer Data available for export for 30 days, after which we will delete it in accordance with our Privacy Policy and applicable law; (c) accrued fees become immediately due. Sections that by their nature should survive termination (including 5, 6, 7, 8, 11, 12, 13, 14, and 15) survive.
11. Warranties and disclaimers
Each party represents that it has the authority to enter into these Terms. Except as expressly stated in these Terms, the Service is provided “as is” and “as available.” To the maximum extent permitted by law, CounselGuard disclaims all warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty that the Service will be uninterrupted or error-free. CounselGuard does not warrant that the Service will detect every instance of non-compliance, that AI-generated outputs are accurate, or that the Service will satisfy any specific regulatory requirement applicable to Customer.
12. Indemnification
By Customer. Customer will defend, indemnify, and hold harmless CounselGuard from and against any third-party claims arising out of or related to (a) Customer Data, (b) Customer’s use of the Service in violation of these Terms or applicable law, or (c) Customer’s failure to provide required notices to or obtain required consents from End Users.
By CounselGuard. We will defend Customer against any third-party claim alleging that the Service, when used as permitted under these Terms, infringes that party’s U.S. patent, copyright, or trade secret, and pay damages finally awarded against Customer (or amounts in a settlement we approve). If we reasonably believe the Service may infringe, we may, at our option, modify it, obtain a license, or terminate the affected subscription and refund pre-paid unused fees. We have no obligation under this section for claims arising from (i) Customer Data, (ii) modifications not made by us, or (iii) use of the Service in combination with non-CounselGuard products where the claim would not have arisen but for the combination.
Each party’s indemnification obligations are conditioned on the indemnified party giving prompt notice of the claim, allowing the indemnifying party sole control of defense and settlement, and providing reasonable assistance.
13. Limitation of liability
To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenues, lost data, or loss of business or goodwill, even if advised of the possibility of such damages. Each party’s total cumulative liability arising out of or related to these Terms will not exceed the fees Customer paid to CounselGuard in the twelve (12) months preceding the event giving rise to the claim, or U.S. $1,000 if no fees have been paid. The limitations in this section do not apply to (a) a party’s indemnification obligations under Section 12, (b) Customer’s payment obligations, or (c) a party’s gross negligence, willful misconduct, or breach of confidentiality.
14. Governing law and disputes
These Terms are governed by the laws of the State of California, excluding its conflict-of-law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California, for any dispute that is not subject to arbitration under this Section.
Informal resolution. Before filing a claim, the parties agree to attempt to resolve the dispute through good-faith negotiation for at least 30 days after written notice.
Arbitration. Any dispute not resolved informally and not within the small-claims jurisdiction of the parties’ courts will be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules, in San Francisco, California, in English, before one arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Each party waives any right to participate in a class, collective, or representative action.
15. General provisions
- Entire agreement. These Terms, the Privacy Policy, and any order form or addendum executed by the parties constitute the entire agreement between the parties and supersede all prior agreements regarding the Service.
- Modifications. We may update these Terms from time to time. Material changes will be communicated by posting the updated Terms with a new “Last updated” date and, where appropriate, by email or in-product notice. Continued use of the Service after the effective date constitutes acceptance.
- Assignment. Neither party may assign these Terms without the other’s written consent, except that either party may assign without consent to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.
- Severability. If any provision is held unenforceable, the remaining provisions continue in full force.
- No waiver. A failure to enforce any provision is not a waiver of the right to enforce it later.
- Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
- Independent contractors. The parties are independent contractors. Nothing in these Terms creates an agency, partnership, joint venture, or employment relationship.
- Notices. Notices to CounselGuard must be sent to ryan@counselguard.com. Notices to Customer may be sent to the email address on the account.
- Export and sanctions. Customer represents that it is not located in, or a national or resident of, a jurisdiction subject to U.S. embargo, and that it is not on any U.S. government list of restricted parties.
16. Contact
For contractual or legal matters, contact ryan@counselguard.com. For technical support and security-related issues, contact james@counselguard.com.