Terms of Service and Subscription Agreement

These Terms of Service also serve as your Subscription Agreement when you subscribe to any NexLaw services. By accepting these terms, you are entering into both our Terms of Service and a legally binding Subscription Agreement.

The provided Terms of Service govern your utilization of the NexLaw Services, including all subscription-based services. NEXLAW INC. (referred to as “NexLaw,” “we,” “us,” or “our”) is a provider of legal technology services. This document outlines the Terms of Service and Subscription Agreement (“Terms” or “Agreement”) that govern your usage of NexLaw’s services, including artificial intelligence technologies (“AI Services”), websites, applications, add-ons, plug-ins, components, functionality, programs, and any other services (collectively known as the “NexLaw Services” or “Services”).

This Agreement encompasses these Terms, the price schedule, and any order form(s) for the NexLaw Services. These Terms also incorporate the NexLaw Privacy Policy and any other pertinent documents explicitly referring to these Terms.

Your acceptance of these Terms is indicated by making a payment for the Services or by utilizing any of the NexLaw Services, whether with or without registration, you acknowledge and consent to be bound by these Terms with NexLaw. In the case that you agree to these Terms on behalf of a company or another legal entity, you certify that you possess the authority to act as an authorized representative of that entity. If you lack the necessary legal authority or do not agree with these Terms, please refrain from accepting, accessing, or using the Services in any way.

Please read the terms carefully to ensure that you understand each provision. This agreement contains a mandatory arbitration agreement, with only specified exceptions or unless you opt out pursuant to the provided instructions, the exclusive use of final and binding arbitration on an individual basis only to resolve disputes, rather than jury trials or class, collective, private attorney general, or representative actions or proceedings.

1. SUBSCRIPTION SERVICES AND RESTRICTIONS

1.1 Subscription Grant

Subject to your adherence to these Terms, NexLaw hereby grants you a non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Services during the applicable subscription term (“Subscription Term”). This usage should be in accordance with the provided documentation and all relevant local, state, national, and international laws, rules, and regulations.

1.2 Service Access

Access to services shall be provided through the NexLaw AI online platform or any other medium determined by NexLaw (“NexLaw AI Platform”), including:

1. a) Access to NexLaw AI Platform: Providing access based on your selected subscription plan to NexLaw’s Legal Suite.
2. b) Ongoing Support and Updates: Continuous access to platform updates, new features, customer support, and technical support to ensure optimal use of the NexLaw AI platform.
3. c) Additional Services: Any other related services that may be mutually agreed upon in writing or included in your subscription plan.

1.3 Eligibility and Restrictions

To utilize the NexLaw Services, you must be a licensed attorney in good standing with a bar association in a jurisdiction where you intend to practice law and be at least 18 years of age.

Except to the extent a restriction is prohibited by law, you agree not to do, and not to assist, permit or enable any third party to do, any of the following:

• Disassemble, reverse engineer, decode or decompile any part of the Services
• Employ any robot, spider, scraper, data mining tool, data gathering or extraction tool, or any other automated method to access, collect, copy, or record the Services
• Reproduce, rent, lease, sell, loan, transfer, assign, sublicense, resell, distribute, modify, alter, or create derivative works of any part of the Services
• Utilize the Services in any way that adversely affects the stability of our servers, the operation or performance of the Services, or any User’s use of the Services
• Utilize the Services in a manner that violates any applicable law, regulation, legal requirement, contractual obligation, or right of any person
• Utilize or showcase the Services in competition with us, develop competing products or services, or conduct benchmarking or competitive analysis
• Make any attempts to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from the servers running the Services
• Transmit viruses, worms or other software agents through the Services
• Engage in impersonation or misrepresent your affiliation with any person or entity
• Share passwords or authentication credentials for the Services
• Refer to us or the Services in a way that could reasonably imply an endorsement, relationship, affiliation, or sponsorship without our prior express written consent

2. REGISTRATION AND ACCOUNT MANAGEMENT

To access and utilize the NexLaw Services, you must create an account by completing a registration form and selecting a user ID and password. During the registration process, you agree to:

(a) Provide authentic, accurate, up-to-date, and complete information about yourself as required by the NexLaw Service’s registration form (“Registration Data”).

(b) Ensure the Registration Data remains true, accurate, current, and complete by promptly updating it as needed.

If you provide any information that is untrue, inaccurate, not current, or incomplete, or if there are reasonable grounds to suspect such inaccuracies, we reserve the right to suspend or terminate your account and deny all present or future access to the NexLaw Services.

You are solely responsible for your NexLaw account’s security and confidentiality. Do not share your login details with third parties. If you suspect unauthorized access or any security breach, notify NexLaw immediately.

3. SUBSCRIPTION TERMS AND PAYMENT

3.1 Subscription Plans and Fees

We offer certain parts of the Services on an automatically renewing subscription basis, each referred to as a “Subscription” for the Services, with recurring fees known as “Subscription Fees.” Current subscription plans and fees are available at https://www.nexlaw.ai/subscribe.

3.2 Payment Terms

When you subscribe to the Services, you acknowledge and agree that:

1. a) Payment Method: All payments shall be made via the payment method you provide (credit card, debit card, bank transfer, or other accepted payment method).
2. b) Payment Timing: Subscription Fees are immediately due and payable in advance at the beginning of each Subscription Term, unless otherwise specified in your subscription plan.
3. c) Authorization: You authorize us and/or our third-party payment processors to charge you for:

• The Subscription Fees identified in your subscription plan
• Any applicable sales, use, value-added, withholding, or similar taxes or levies
• Any other charges that may arise in connection with your purchase and use of the Services

1. d) Payment Variations: You understand that the amount billed may vary due to promotional offers, changes in Subscription Fees, and/or changes in applicable taxes.

3.3 Automatic Renewal

Your Subscription will automatically renew at the end of each Subscription Term for subsequent terms of equal length unless you cancel your subscription before the renewal date or it is suspended, discontinued, or terminated in accordance with these Terms.

3.4 No Refunds Policy

SUBSCRIPTION FEES ARE NON-REFUNDABLE EXCEPT AS OTHERWISE EXPRESSLY AGREED IN WRITING. You acknowledge and agree that you will not be refunded for any unused time in your Subscription Term or any pre-payments made for Services in the event that:

• You cancel or terminate your subscription, or
• We suspend or terminate your subscription or this Agreement for your breach of these Terms.

3.5 Subscription Modifications

We hold the right to provide or withdraw any portion of the Services on a subscription basis at our sole discretion. We may add or modify Subscription Fees at our discretion, with changes becoming effective in the Subscription Term following notice to you.

4. TERM AND TERMINATION

4.1 Agreement Term

This Agreement shall commence when you first accept these Terms or access the Services, and shall continue for the duration of your active subscription unless terminated in accordance with the provisions stated herein.

4.2 Termination Rights

Either party may terminate this Agreement:

• Termination for Convenience: Either party may terminate this Agreement for convenience by providing written notice to the other party. However, such termination is subject to any minimum subscription term commitments you have agreed to in your subscription plan.
• Termination by NexLaw for Cause: NexLaw may terminate this Agreement immediately if you fail to comply with any material provision of these Terms. This includes, but is not limited to, violations of the usage restrictions, payment obligations , or confidentiality requirements.
• Cancellation by you: You have the right to cancel your subscription at any time. However, your termination of the Services will typically not become effective until the end of your then-current subscription term. This means you will continue to have access to the Services until the end of the period for which you have already paid, and the cancellation will prevent automatic renewal for the subsequent term.

4.3 Effect of Termination

Upon termination:

• Your access to the Services will cease at the end of your current subscription term
• No refunds will be provided for any unused portion of your subscription
• You remain liable for all charges incurred prior to termination
• Certain provisions will survive termination as specified in Section 4.4

4.4 Survival

The following provisions will continue to be in effect even after termination: Sections 4 (Term and Termination), 5 (Intellectual Property Rights), 6 (Confidentiality), 7 (Payment Terms), 8 (Privacy), 9 (Representations & Warranties), 10 (Liability), 11 (Changes to Agreement), and 14 (General Provisions).

5. INTELLECTUAL PROPERTY RIGHTS

5.1 User Data and Content

These Terms do not confer any rights to the other party’s content or intellectual property, unless explicitly stated. You retain ownership of all intellectual property rights in your User Content, while NexLaw possesses all intellectual property rights in and to the Services.

5.2 NexLaw Intellectual Property

All intellectual property created, developed, or provided by NexLaw during the performance of Services under this Agreement shall remain with NexLaw unless otherwise agreed upon in writing. This includes but is not limited to:

• The NexLaw AI platform and software
• Algorithms, models, and AI technologies
• Documentation, training materials, and methodologies
• Improvements, modifications, and derivative works of the foregoing

5.3 User Content License

You retain ownership over any materials provided by you for use during service delivery but grant NexLaw permission to use such materials solely for purposes related to fulfilling its obligations under this Agreement.

You grant NexLaw an irrevocable, perpetual, transferable, sublicensable, fully paid, royalty-free, and worldwide right and license to use, copy, store, modify, distribute and display your User Content to:

• Maintain and provide the Services
• Improve our products and services and create aggregated and de-identified information
• Perform such other actions as described in our Privacy Policy

6. CONFIDENTIALITY

6.1 Mutual Confidentiality

Both parties acknowledge that during their engagement under this Agreement, they may have access to confidential information belonging to one another, including but not limited to client data, proprietary software, trade secrets, business strategies, and other sensitive information (“Confidential Information”).

6.2 Confidentiality Obligations

Each party agrees to:

• Not disclose any Confidential Information to any third party without obtaining the prior written consent from the party that owns the information, unless such disclosure is required by law (in which case, the disclosing party should, if legally permissible, provide notice to the owner).
• Implement and maintain industry-standard security measures to protect the Confidential Information from unauthorized access, use, or disclosure.
• Use the same standard of care to protect the other party’s Confidential Information as they use to safeguard their own confidential information of a similar nature. This standard must be no less than commercially reasonable care.
• Use the Confidential Information received from the other party solely for the purposes permitted under this Agreement. This means using the information only as necessary to provide or use the Services as intended by the Agreement.

6.3 Confidentiality Exceptions

Confidential Information does not include information that:

• Is or becomes generally known or available to the public through no breach of this Agreement
• Is rightfully received from a third party without breach of any confidentiality obligation
• Is independently developed without reference to the Confidential Information

6.4 Survival

This confidentiality obligation shall survive termination or expiration of this Agreement for a period of three (3) years.

7. PRIVACY AND SECURITY

7.1 Privacy Policy

Your interaction with the Services is governed by our Privacy Policy, which is incorporated by reference into this Agreement. You agree to receive announcements from NexLaw regarding the operation of the Services as well as marketing and other communications from time to time.

7.2 Security of User Content

NexLaw shall maintain commercially reasonable physical, technical and administrative safeguards for protection of the security, confidentiality and integrity of User Content. NexLaw personnel will only access User Content subject to confidentiality restrictions and with your consent or as reasonably required to provide the Services.

8. REPRESENTATIONS & WARRANTIES

8.1 Mutual Representations

Each party affirms and guarantees that these Terms constitute a valid and binding obligation and can be enforced against it in accordance with the provisions stated in these Terms.

8.2 Disclaimer

Except for the express warranties stated in this section, Nexlaw disclaims all other representations and warranties, whether implied by operation of law or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, error-free or uninterrupted operation.

The services are provided on an “as is” and “as available” basis. Nexlaw’s provision of services and any information provided are for general informational purposes only and do not constitute legal advice or create an attorney-client relationship.

9. LIMITATION OF LIABILITY

9.1 Liability Limitations

To the fullest extent permitted by law, nexlaw shall not be liable for any indirect, incidental, special, consequential, or punitive damages related to this agreement or the services.

9.2 Maximum Liability

Nexlaw’s total liability for all claims arising out of or relating to this agreement shall not exceed the total amount paid by you for the services in the twelve (12) months preceding the event giving rise to liability.

10. GOVERNING LAW AND DISPUTE RESOLUTION

10.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of laws principles.

10.2 Dispute Resolution

Any disputes arising under this Agreement will first be resolved through good faith negotiation. If negotiation fails, disputes will be finally settled by binding arbitration in accordance with the rules of the American Arbitration Association, conducted in California, United States.

11. CHANGES TO AGREEMENT

NexLaw has the right to modify these Terms periodically by posting the revised terms on NexLaw’s website and/or providing written notice to you. The updated terms will become effective on the date specified in the notice. Your continued use of the Services after such modifications constitutes acceptance of the revised Terms.

12. GENERAL PROVISIONS

12.1 Entire Agreement

This document, including these Terms of Service and Subscription Agreement, the Privacy Policy (which is incorporated by reference), and any specific order forms you have agreed to, constitutes the entire agreement between you and NexLaw regarding the Services. This means that this document supersedes and replaces all prior or contemporaneous communications, negotiations, and agreements, whether written or oral, relating to the subject matter herein.

12.2 Severability

If any provision of this Agreement is found by a court of competent jurisdiction or an arbitrator to be invalid or unenforceable, that specific provision will be removed or modified only to the extent necessary to make it valid and enforceable. The remaining provisions of this Agreement shall continue in full force and effect, remaining binding upon both parties. This ensures that the invalidity of one part does not invalidate the entire agreement.

12.3 Assignment

You may not assign or transfer this Agreement or any of your rights or obligations under it to any third party without obtaining NexLaw’s prior written consent. Any attempted assignment or transfer without such consent will be null and void. NexLaw, however, may assign this Agreement without restriction, for example, in connection with a merger, acquisition, or sale of assets.

12.4 Force Majeure

Neither party shall be held liable for any failure or delay in performing their obligations under this Agreement if such failure or delay is caused by circumstances beyond their reasonable control. These circumstances, often referred to as “Force Majeure” events, can include acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire , floods, accidents, strikes, or shortages of transportation, fuel, energy, labor, or materials. If such an event occurs, the affected party’s performance will be excused for the duration of the event.

CONTACT INFORMATION

If you have any questions about these Terms of Service and Subscription Agreement, please contact us at [email protected]

BY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL PROVISIONS OF THIS TERMS OF SERVICE AND SUBSCRIPTION AGREEMENT.

Last Updated: June 12, 2025