1. Agreement and Acceptance
These Terms and Conditions ("Agreement") constitute a legally binding contract between you ("Customer," "you," or "your") and Echelix, Inc., an Arizona corporation ("Echelix," "we," "our," or "us"), governing your use of Cassi, our AI-powered legal assistant platform (the "Service").
By accessing, downloading, or using the Service, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to these terms, you must not use the Service.
2. Definitions
- "Authorized Users" means individuals authorized by Customer to access and use the Service
- "Confidential Information" means any client information, legal documents, or privileged communications processed through the Service
- "Clio Account" means Customer's account with Clio Systems Inc.
- "Generated Content" means any content, documents, or outputs created by the Service
- "Service" means Cassi, including all features, functionality, and related services
3. Service Description
3.1 Cassi Functionality
- Meeting transcription and intelligence
- Action item creation and tracking
- Contact, matter, and time entry creation in Clio
- Legal research assistance
- Document analysis and review support
3.2 Clio Integration
- Access necessary data for Service functionality
- Create and update records in your Clio account
- Maintain Clio as the system of record for all legal practice data
3.3 Service Limitations
- Provides legal assistance, NOT legal advice
- Requires human review of all Generated Content
- Does not replace professional legal judgment
- Is not intended for emergency legal situations
4. Subscription and Payment
4.1 Subscription Plans
Service is provided on a subscription basis with monthly or annual billing cycles. Specific features and limitations are detailed in your selected plan.
4.2 Fees and Payment
- Subscription fees are due in advance
- All fees are non-refundable except as expressly provided
- Taxes are Customer's responsibility
- Late payments may result in Service suspension
4.3 Price Changes
We may modify subscription fees with 30 days' advance notice. Continued use after the effective date constitutes acceptance of new pricing.
5. User Responsibilities
5.1 Account Security
- Maintain secure login credentials
- Promptly notify us of any security breaches
- Ensure Authorized Users comply with this Agreement
- Be responsible for all activities under your account
5.2 Compliance Requirements
- You are licensed to practice law in applicable jurisdictions
- You will comply with all applicable laws and ethical rules
- You have authority to provide client information to the Service
- You will obtain necessary client consents where required
5.3 Content Review Obligation
CRITICAL REQUIREMENT: Customer must review all Generated Content before use in legal matters. The Service is an assistance tool and does not replace professional legal judgment.
5.4 Clio Account Requirements
- Maintain an active Clio account
- Provide necessary API permissions
- Ensure Clio account compliance with this Agreement
- Promptly address any Clio integration issues
6. Confidentiality and Privilege
6.1 Attorney-Client Privilege
- Maintain strict confidentiality
- Implement appropriate safeguards
- Not waive or compromise privilege protections
- Act as your agent in processing privileged information
6.2 Confidentiality Obligations
- Protect Confidential Information from unauthorized disclosure
- Use Confidential Information solely for Service purposes
- Return or destroy Confidential Information upon termination
- Maintain confidentiality indefinitely
6.3 Data Processing
- No use of your data for AI model training
- Temporary storage limited to 30 days maximum
- Automatic deletion of processed information
- Secure data transmission and storage
7. Intellectual Property
7.1 Echelix IP
- The Service and underlying technology
- AI models and algorithms
- Trademarks and service marks
- Documentation and materials
7.2 Customer IP
- Your legal work product
- Client information and documents
- Generated Content (subject to review obligations)
- Your Clio account data
7.3 License Grant
We grant you a limited, non-exclusive, non-transferable license to use the Service during the subscription term.
8. Limitation of Liability
8.1 Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE SERVICE IN THE 12 MONTHS PRECEDING THE CLAIM.
8.2 Excluded Damages
- Indirect, incidental, or consequential damages
- Lost profits or business opportunities
- Data loss (beyond our control)
- Third-party actions or omissions
- Service interruptions or downtime
8.3 Force Majeure
We are not liable for delays or failures caused by circumstances beyond our reasonable control.
9. Disclaimers
9.1 Service Disclaimers
THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:
- Warranties of merchantability or fitness for purpose
- Accuracy or completeness of Generated Content
- Uninterrupted or error-free operation
- Compliance with specific legal requirements
9.2 AI Technology Limitations
- AI technology may produce errors or "hallucinations"
- Generated Content requires human review
- The Service cannot replace professional judgment
- Technology limitations may affect accuracy
9.3 No Legal Advice
THE SERVICE DOES NOT PROVIDE LEGAL ADVICE. ALL GENERATED CONTENT MUST BE REVIEWED BY QUALIFIED LEGAL PROFESSIONALS.
10. Indemnification
10.1 Customer Indemnification
- Customer's use of the Service
- Violation of this Agreement
- Infringement of third-party rights
- Negligence or misconduct by Customer or Authorized Users
10.2 Echelix Indemnification
We will defend Customer against claims that the Service infringes third-party intellectual property rights, subject to standard conditions and limitations.
11. Term and Termination
11.1 Term
This Agreement begins on the Effective Date and continues until terminated as provided herein.
11.2 Termination Rights
- For convenience with 30 days' notice
- Immediately for material breach
- Immediately for insolvency or bankruptcy
11.3 Effect of Termination
- Access to the Service immediately ceases
- All Cassi-stored data is immediately deleted
- Data in Clio remains under your control
- Confidentiality obligations survive indefinitely
12. Privacy and Data Protection
This Agreement incorporates our Privacy Policy by reference. We will process your data in accordance with applicable privacy laws and our Privacy Policy.
13. Compliance and Ethical Requirements
13.1 Legal Compliance
- Applicable bar rules and ethical guidelines
- Client confidentiality requirements
- Conflict of interest rules
- Competence and supervision obligations
13.2 Technology Competence
Customer represents adequate technological competence to use the Service responsibly and ethically.
14. Modifications
14.1 Agreement Changes
We may modify this Agreement with 30 days' advance notice. Continued use constitutes acceptance of modifications.
14.2 Service Changes
We may modify or discontinue Service features with reasonable notice, except for material adverse changes which require 30 days' notice.
15. Dispute Resolution
15.1 Governing Law
This Agreement is governed by the laws of [State], without regard to conflict of law principles.
15.2 Dispute Resolution Process
- Informal Resolution: Parties must attempt good faith resolution for 30 days
- Mediation: If informal resolution fails, binding mediation before neutral mediator
- Litigation: Final disputes resolved in state or federal courts in [Location]
15.3 Class Action Waiver
Customer waives any right to participate in class action lawsuits against Echelix.
16. General Provisions
16.1 Entire Agreement
This Agreement, together with the Privacy Policy and Security Policy, constitutes the entire agreement between the parties.
16.2 Severability
If any provision is deemed invalid, the remaining provisions remain in full force and effect.
16.3 Assignment
Customer may not assign this Agreement without our written consent. We may assign this Agreement in connection with a business transfer.
16.4 Survival
The following provisions survive termination: Confidentiality, Intellectual Property, Limitation of Liability, Indemnification, and Dispute Resolution.
16.5 Waiver
Failure to enforce any provision does not constitute a waiver of future enforcement.
16.6 Force Majeure
Neither party is liable for delays caused by circumstances beyond reasonable control.
17. Contact Information
For questions about this Agreement:
Echelix, Inc.
Email: legal@echelix.com
Address: 1141 E. Glendale Ave #1004 Phoenix, AZ 85020
18. Acknowledgment
BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT.
This Agreement is designed to protect both parties while enabling the effective use of AI technology in legal practice. Please read carefully and contact us with any questions.