ACCEPTANCE OF TERMS

By accessing or using Canotera’s web-based decision support platform (the “Services“), you (“User” or “Customer“) agree to be bound by these Terms of Use. If you are using the Services on behalf of an organization, you represent that you have the authority to bind that organization, and these Terms of Use apply to that organization.

1. SERVICES

1. Description of Services. Canotera provides a web-based decision support solution designed to empower users in predicting legal dispute outcomes and optimizing their legal strategy. The platform gathers legal data to provide predictions for decision support. The Services are as described in more detail in the registration process or as otherwise agreed upon in writing in any subscription form or purchase order.
2. Use of Services. Subject to compliance with the terms of this Agreement, Canotera will use commercially reasonable efforts to provide Customer the Services during the Term (as defined below) of this Agreement. 
3. Resale. Customer may resell the Services to its customers (“Customer’s Customers”), subject to the following terms and conditions:
   1. Each Customer’s Customer must be approved in writing in advance by Canotera.
   2. Each Customer’s Customer must sign a binding agreement in a form acceptable to Canotera, for use of the Services, which shall include provisions as protective of Canotera and its Confidential Information as the provisions of Sections 5, 6 and 7.1 of this Agreement, which provides Canotera data usage rights as set forth in Section 5.3 of this Agreement, and which includes rights and limitations as set forth in Section 2.4 of this Agreement. Such agreement must provide that Canotera is a third party beneficiary of such agreement, and may enforce it directly against Customer’s Customers.

1. Other Rights and Limitations. Other than the rights expressly licensed hereunder, no other rights or interests whatsoever in the Services and/or the software underlying the Services (the “Software”) are transferred or granted to Customer or any affiliate thereof. Customer may not, and may not permit or aid others to, translate, reverse engineer, decompile, disassemble, update, modify, reproduce, duplicate, copy, distribute or otherwise disseminate all or any part of the Software, or extract or attempt to extract source code from the object code of the Software or create any derivative works of the Software. Customer may not publicly display the Services or the Software, whether or not for consideration. Customer may not use the Services or the Software for any illegal, unlawful or unauthorized purposes.
2. Account Registration. The Customer is responsible for creating and managing user accounts for its employees, contractors, or other authorized users (“Users”) who will access and use the Services. Each user account must be registered with unique login credentials (e.g., username and password), and the Customer is responsible for ensuring that all Users comply with the terms of this Agreement. The Customer is solely responsible for maintaining the confidentiality and security of all login credentials and for any activity that occurs under the Customer’s or any User’s account, whether authorized or unauthorized. The Customer agrees to promptly notify Canotera of any unauthorized access or security breach of the User accounts. Canotera reserves the right to suspend or terminate access to the Services for any User who violates the terms of this Agreement or for any unlawful or inappropriate use of the Services. Canotera may suspend access to any User account pending investigation of any suspected violation. The Customer is responsible for ensuring that all Users are aware of and agree to comply with the terms of this Agreement. The Customer acknowledges and agrees that it is fully responsible for the actions and activities of all Users accessing the Services through the Customer’s account.
3. Services Set-Up. During a period of 8 weeks from the date these Terms of Use are accepted (the “Set-Up Period”), the Parties will collaborate to set-up the Services for Customer’s use (the “Set-Up”). The Set-Up Period may be extended by Canotera by up to 8 weeks in order to complete the set-up process. Customer agrees to cooperate with Canotera and make its relevant data and personnel available, as may be required by Canotera in order to complete the Set-Up. 
4. Beta Mode. Customer acknowledges that during the Set-Up Period the Services are in a “beta” state of development and are provided on an “as is” and “as available” basis. During such period, the Services are undergoing testing and features and functionality of the Services may not be fully implemented or refined. As with any beta version, there may be unresolved issues and Canotera may not offer full or any technical support for the beta version of the Services.  

1. SUPPORT SERVICES 

Canotera provides the following support and maintenance services:

• Processing of new data within 21 business days
• Prediction reports within 5 business days of case submission
• Monthly uptime percentage of at least 95%
• Quarterly updates to predictive models
• Response times for critical issues within 90 minutes and non-critical issues within 3 hours during support hours
• Resolution times for critical issues within 3 hours and non-critical issues within 3 business days.

1. 1.  CONSIDERATION
      1. Consideration. In consideration for the Services, including any resale to Customer’s Customers, Customer will pay to Canotera the fees as outlined during the registration process or as otherwise agreed upon in writing. Fees may include: one-time set-up fee; subscription fees; and/or per-use fees for specific features or services. (the “Consideration”). The Consideration will be invoiced by Canotera and payment is due within thirty (30) days of delivery of the applicable invoice. Canotera may update the Consideration on an annual basis.
      2. Taxes. All payments under this Agreement are net of taxes. Customer shall bear all value added, state, local, withholding, and other taxes or other charges applicable to the Services and support (but not any taxes based upon Canotera’s gross revenues or net income such as corporate income taxes). Customer will pay any such taxes or charges no later than within thirty (30) days after Customer’s receipt of proper bills or statements from Canotera or the taxing authorities. 

• TERM; TERMINATION

1. 1. 1. Term. The subscription begins on the date Customer accepts these Terms of Use and shall continue in effect during the Set-Up Period and therefore for an initial term of twenty four (24) months (the “Initial Term”). This Agreement shall thereafter automatically renew for successive periods of one year each (each, an “Additional Term”) unless terminated by either Party effective as of the end of the Initial Term or the applicable Additional Term with at least ninety (90) days prior written (the Initial Term together with each Additional Term, the “Term”). 
      2. Termination For Cause. Notwithstanding the foregoing, either Party may terminate this Agreement with immediate effect by providing written notice to the other Party, in case of material breach of the other Party that has not been cured within thirty (30) days following a written notice thereof from the non-breaching Party. 
      3. Effects of Termination. Upon termination of this Agreement for any reason, the Services shall terminate automatically. The rights and obligations under Sections 3, 5, 6 and 7 hereof shall survive the termination of this Agreement. 

•   CONFIDENTIALITY; PROPRIETARY RIGHTS; DATA 

1. 1. 1. Confidentiality. Customer shall not disclose to third parties nor use for any purpose other than for the proper use of the Services any Confidential Information received from Canotera in whatever form under this Agreement or in connection with the Services without the prior written permission of Canotera. “Confidential Information” shall mean all data and information, not made available to the general public, oral or written, that relates to Canotera’s past, present, or future research, development or business activities, information relating to services, developments, inventions, processes, plans, financial information, customer and supplier lists, forecasts, and projections. Customer shall limit access to Confidential Information to those of Customer’s personnel for whom such access is reasonably necessary for the proper use or provision of the Services under this Agreement. Such personnel shall be bound by written confidentiality obligations not less restrictive than those provided for herein. Customer shall be responsible for any breach of this Agreement by any of Customer’s personnel. Customer shall protect the Confidential Information with the same degree of care, but no less than a reasonable degree of care, to prevent unauthorized disclosure or use of Confidential Information, as Customer exercises in protecting Customer’s own proprietary information. The aforementioned limitations shall not apply to Confidential Information which Customer can demonstrate: (i) was in Customer’s possession prior to disclosure hereunder; or (ii) was in the public domain at the time of disclosure or later became part of the public domain without breach of the confidentiality obligations herein contained; or (iii) was disclosed by a third party without breach of any obligation of confidentiality; or (iv) is disclosed pursuant to administrative or judicial action, provided that Customer shall use its best efforts to maintain the confidentiality of the Confidential Information. If only a portion of the Confidential Information falls under any of the above alternatives, then only that portion of the Confidential Information shall be excluded from the use and disclosure restrictions of this Agreement.
      2. Proprietary Rights. Customer acknowledges and agrees that the Services and Software are proprietary products of Canotera and its licensors, protected under patents, copyright laws and international treaties. Customer further acknowledges and agrees that all right, title and interest in and to the Services and Software, including associated intellectual property rights and all improvements, modifications, revisions, derivative works, non-recurring engineering, customization and integration work product and white-label branded applications and extensions, are and shall remain the sole and exclusive property of Canotera and its licensors. This Agreement and the rights granted hereunder do not convey to Customer any interest in or to the Services or Software. To the extent Customer provides any feedback, comments or suggestions to Canotera with respect to the Services and/or Software (the “Feedback”), Customer hereby irrevocably grants to Canotera a royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into any of its current or future products, technologies or services and disclosure or use the same for any commercial or other purpose. 
      3. Data. 
         1. Canotera shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services, Software and related systems and technologies, including any legal documents uploaded by Customer to the Service (“Customer Data”) and Canotera will be free (during and after the Term hereof) to (i) use such Customer Data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Canotera offerings, (ii) disclose such Customer Data solely in aggregate or other de-identified form in connection with its business. 
         2. To the extent that Customer needs a data processing agreement, Customer shall request for Canotera to provide it with Canotera’s Data Processing Agreement (“DPA”) and shall return such DPA signed to Canotera as described therein. Upon signature of the DPA, the DPA shall be incorporated into this Agreement.

• WARRANTY; INDEMNIFICATION; LIMITATION OF LIABILITY

1. 1. 1. Limited Warranty. Canotera warrants that: (a) the Services will perform in accordance with the Services documentation made available to Customer from time to time in all material respects, unless the failure was caused by any of the circumstances listed in Section 5.3 below or by combination of the Services with any other goods or services or by use not in accordance with Canotera’s documentation; and (b) support services will be provided with the same level of service as Canotera generally provides to its other customers (“Warranty”). In the event of a breach of the Warranty that has not been remedied by Canotera within 30 days of Customer’s written notice to Canotera of a breach of the Warranty and Canotera’s written confirmation that a Warranty breach has occurred, Customer’s sole remedy shall be to terminate this Agreement in accordance with Section 3 and to receive a refund of amounts paid by Customer for use of the Services for the period following the effective date of termination, less a reasonable processing fee. 
      2. Warranty Disclaimer. THE SERVICES AND SOFTWARE ARE MADE AVAILABLE “AS IS” AND WITHOUT ANY OTHER WARRANTY OR CONDITION WHATSOEVER, EXPRESS OR IMPLIED. CANOTERA DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT.
      3. Indemnification by Canotera. Canotera agrees to indemnify Customer from third party claims resulting from any infringement by the Software or Services of third parties’ intellectual property rights, and to pay all direct costs, settlements, or judgments finally awarded; provided, however, that (1) Customer shall have given Canotera a prompt written notice of the relevant claim, suit, demand, notice or action alleging such infringement; (2) Customer shall reasonably cooperate with Canotera in the defense and settlement thereof; and (3) Canotera shall have sole control of the defense of such claim, suit, demand, or action and the settlement or compromise thereof. The foregoing shall not apply to the extent that the infringement arises: (i) from the use of the Services or Software in a manner for which they were not intended, (ii) from the use of the Services or Software not in compliance with the documentation or instructions provided by Canotera, or (iii) where the infringement results from the alteration or modification of the Services Software, or the combination of the Services or Software with a third party’s systems, services or applications, where the unaltered or unmodified Services or Software, or the Services or Software standing alone, as applicable, would not have infringed upon third party’s rights. In the event that an injunction is obtained against Customer’s use of the Services arising from a suit, claim or proceeding, or if Canotera anticipates that there is a likelihood of a claim of infringement, or determines that the following steps will assist in defending or settling a claim, suit, demand or action, Canotera may, at its option and expense, either (a) procure for Customer the right to continue using the Services; or (b) replace or modify the Services so that use thereof no longer infringes upon such intellectual property rights, so long as the utility or performance of the Services is not materially adversely affected by such replacement or modification; or (c) where (a) or (b) are not practicable, to terminate this Agreement. This Section 5.3 sets forth Customer’s exclusive and entire remedy against Canotera with respect to any action, suit, demand or claim for an alleged infringement of intellectual property rights by the Services or Software or any component thereof. 
      4. Limitation of Liability. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, CANOTERA’S CUMULATIVE LIABILITY TO CUSTOMER AND ANY THIRD PARTY FOR ANY LOSS, COST OR DAMAGE RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR USE OF THE SOFTWARE AND/OR SERVICES SHALL NOT EXCEED THE GREATER OF (A) TOTAL CONSIDERATION ACTUALLY PAID BY CUSTOMER TO CANOTERA IN CONNECTION WITH MAKING THE SERVICES HEREUNDER AVAILABLE TO CUSTOMER, DURING THE ONE-YEAR PERIOD PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO THE ALLEGED LIABILITY AND (B) $100.00. IN NO EVENT SHALL CANOTERA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST DATA OR LOST PROFITS, EVEN IF CANOTERA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
      5. Allocation of Risks. The limited warranties, warranty disclaimers, exclusive remedies and limited liability provisions set forth herein are fundamental elements of this Agreement and the Services provided hereunder, and allocate risk under this Agreement between Customer and Canotera in light of the fees charged by Canotera from Customer in connection with the provision of the Services. 
      6. Use of Services Results. The Services provide certain results based on the analysis of the Customer Data provided into the Services by Customer. Customer agrees and understands that the Services offer general and/or statistical information about litigation procedures and do not provide legal recommendations or advice. Canotera is not a law firm and neither the employees of Canotera nor its consultants are representing Customer or acting as Customer’s attorney. Customer’s use of the Services does not create an attorney-client relationship between Customer and Canotera or any of its employees or consultants. Canotera will not be responsible or liable in any manner for any decision or omission of Customer with respect to any legal procedure or matter, regardless of whether such decision is made in whole or in part based on the results of the Services. Such decisions must be made by a qualified legal professional. The Services are intended to be one component in the decision-making process. Furthermore, Customer understands that the results of the Services are dependent on the Customer Data provided into the Services by Customer. It is Customer’s responsibility to ensure that all relevant Customer Data is provided into the Services, and that such Customer Data is complete, true and correct. Canotera will not be responsible or liable for any results of the Services that are due to any incomplete, untrue or incorrect Customer Data.

•  MISCELLANEOUS  

1. 1. 1. Force Majeure. Neither Party shall be liable for any costs or damages due to nonperformance under this Agreement, arising out of any cause or event not within the reasonable control of such Party and without its fault or negligence, such as an act of God, act of war, labor disputes, reason of fire, disease, floods, failure of the internet or any network used to access or provide the Services, failure of service attack, intentional blocking of the Services by any third party, including any messaging application or application store or marketplace, or inability to obtain necessary materials or services from suppliers if no equipment sources for such suppliers or services are readily available.
      2. Governing Law and Jurisdiction. This Agreement shall be construed and governed in accordance with the laws of the State of New York, regardless of its conflict of laws rules, and the competent courts located in New York, NY shall have sole and exclusive jurisdiction over any dispute under this Agreement. 
      3. Assignment. Customer may not assign, sublicense or make available to any other person or entity, this Agreement, or any rights or obligation hereunder in whole or in part without the prior written consent of Canotera, and any attempt by Customer to so assign, sublicense or make available shall be deemed null and void. Canotera may transfer and assign its rights and obligations hereunder to an affiliate or to a third party that acquires all or substantially all of the assets subject to this Agreement or securities of Canotera or any entity into which Canotera shall merge or any affiliate thereof.
      4. Modification or Amendment. This Agreement may only be modified or amended by a written instrument duly executed by each of the Parties. Canotera may add features or functionality or improve or change or modify the Services at any time at its sole discretion. 
      5. Severability. Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof, which shall be interpreted so as to give a maximum effect to the intention of the void or unenforceable term. 
      6. Entire Agreement. This Agreement, represent the entire agreement between the Parties with respect to the subject matter hereof and supersede any prior proposal, representation, or understanding between the Parties. Notwithstanding the foregoing, in the event of any conflict between these Terms of Use and a negotiated agreement signed between the parties, the latter shall prevail.
      7. No Waiver. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach hereunder shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. 

• CONTACT INFORMATION

For questions about these Terms or the Services, please contact us at:

Critical Contact: +1 (929) 783-2537 (8 AM – 5 PM EST)

By clicking “I Accept” or by accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use.